DEF: Blue Owl Technology Finance Corp. Sets 2026 Annual Meeting Agenda

Blue Owl Technology Finance Corp. announces its 2026 annual shareholder meeting to vote on director re-elections and auditor ratification, following a strong 2025 performance with 10.9% ROE and strategic growth.

Summary

• The 2026 Annual Meeting of Shareholders for Blue Owl Technology Finance Corp. (OTF) will be held virtually on June 25, 2026, at 9:30 a.m. Eastern Time.
• Shareholders will vote on the re-election of two Board members, Eric Kaye and Victor Woolridge, to serve until the 2029 annual meeting, and to ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The Board unanimously recommends voting FOR each of the proposals.
• In 2025, the company delivered a 10.9% Return on Equity (ROE) and paid $1.42 per share in dividends, with a recent annualized dividend yield of 9.2%.
• The Board declared a first-quarter regular dividend of $0.35 per share and three previously declared upcoming quarterly $0.05 special dividends.
• Since its inception in 2018, OTF has generated an 11.6% total return, outperforming leverage loans by 6.1%, high yield bonds by 6.3%, and traditional fixed income by 9.5%.
• The company successfully completed its merger with Blue Owl Technology Finance Corp. II (OTF II) and publicly listed on the New York Stock Exchange in 2025, enhancing scale, diversification, and liquidity.
• Over $4.8 billion was deployed into investments in 2025, positioning the company to end Q1 2026 at the bottom end of its targeted leverage range, which is expected to increase future earnings.
• As of December 31, 2025, the portfolio comprised 199 companies across 39 industries, with an average position size of 0.5% of the total portfolio.
• Senior secured investments constituted 81% of the portfolio at fair value, with a weighted average loan-to-value of 34%, indicating strong borrower equity cushions.
• The company maintained a low non-accrual rate of 0.2% at fair value and has seen its Net Asset Value (NAV) increase approximately 16% since inception, consistently generating net realized gains in excess of losses.
• Balance sheet initiatives resulted in approximately $10 million in annual run-rate interest expense savings, and a $400 million unsecured bond was issued in January 2026.
• The company opportunistically repurchased $65 million of OTF shares in Q4 2025, and the Board implemented a new $300 million share repurchase program in February 2026.
• Software borrowers, a meaningful contributor to performance, generated average annual revenue of $945 million and EBITDA of nearly $300 million, with lowto mid-teens revenue and EBITDA growth in the last twelve months as of December 31, 2025.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing as highly positive, reflecting strong financial performance, strategic growth initiatives, robust portfolio quality, and proactive capital management, despite acknowledging external market pressures.

Positives

• Achieved a strong 10.9% Return on Equity (ROE) in 2025.
• Paid substantial dividends of $1.42 per share in 2025, with a recent annualized dividend yield of 9.2%, providing clear shareholder returns.
• Generated an impressive 11.6% total return since inception in 2018, significantly outperforming public market alternatives (6.1% premium to leverage loans, 6.3% to high yield bonds, 9.5% to traditional fixed income).
• Successfully completed a merger with Blue Owl Technology Finance Corp. II (OTF II) and publicly listed on the NYSE, enhancing scale, diversification, and liquidity.
• Deployed over $4.8 billion into investments in 2025, which, combined with backlog, is expected to drive increased future earnings.
• Realized approximately $10 million in annual run-rate interest expense savings through strategic balance sheet management.
• Maintained a highly resilient portfolio with 199 companies across 39 industries, 81% senior secured investments, a low weighted average loan-to-value of 34%, and a very low non-accrual rate of 0.2% at fair value.
• NAV has increased approximately 16% since inception, with a consistent track record of annual net realized gains exceeding losses.
• Demonstrated confidence in the company's valuation by opportunistically repurchasing $65 million of shares in Q4 2025 and implementing a new $300 million share repurchase program.
• Software borrowers exhibit strong fundamentals, with average annual revenue of $945 million, EBITDA of nearly $300 million, and robust lowto mid-teens revenue and EBITDA growth.

Risks

• Concerns that AI could disrupt software business models, potentially leading to a broad selloff across technology and SaaS equities and pressuring public BDC valuations.
• Broader geopolitical developments, such as the conflict involving Iran, contributing to elevated market volatility.
• The inherent challenge of identifying all potential risks that may affect the company or developing processes to entirely eliminate or mitigate their occurrence or effects.
• Potential conflicts of interest in allocating investment opportunities among the company and other Blue Owl Credit Clients and affiliates due to limited scale or regulatory restrictions, despite allocation policies.
• The possibility of paying an Incentive Fee even if the company incurs a loss in a calendar quarter due to realized and unrealized capital losses, as the fee is based on pre-Incentive Fee net investment income.
• Decreases in the company's net assets due to realized or unrealized capital losses in any given calendar quarter may increase the likelihood of reaching the hurdle rate and thus paying an Incentive Fee.
• Material non-public information obtained by senior management or investment professionals serving on portfolio company boards could restrict the company's ability to buy or sell securities of such companies.

Future Outlook

The company expects increased earnings into the future due to investment deployment and backlog, positioning it to end the first quarter of 2026 at the bottom end of its targeted leverage range. Management believes its software businesses are well-positioned to use AI to reinforce competitive positions and that its scale and underwriting discipline will allow it to capitalize selectively on opportunities arising from market dislocations, such as wider credit spreads and higher interest rates, which may benefit earnings.

Management Comments

• "We delivered a 10.9% return on equity in 2025."
• "We paid $1.42 per share in dividends to our shareholders and most recently, delivered an annualized dividend yield of 9.2%."
• "The OTF portfolio performed well in 2025, and we believe this resilience reflects our disciplined underwriting approach."
• "2025 was a year of meaningful progress for OTF. We successfully completed our merger with Blue Owl Technology Finance Corp. II (OTF II) and publicly listed on the New York Stock Exchange, increasing OTFs scale, diversification and liquidity."
• "We also deployed over $4.8 billion into investments in 2025, which, when coupled with our backlog, positions us to end the first quarter of 2026 at the bottom end of our targeted leverage range. This will continue to translate into increased earnings into the future."
• "We believe this ultimately pressured public BDC valuations as well." (referring to AI concerns)
• "We believe our software businesses — which are generally large, established market leaders — are well positioned to use AI to reinforce their competitive positions."
• "As evidence of our strong conviction in the quality of our portfolio, we opportunistically repurchased $65 million of OTF shares in the fourth quarter of 2025 and our Board implemented a new $300 million repurchase program in February of this year."
• "OTFs NAV growth since inception and recent gains — including those attributable to the sale of Securiti.AI and our investments in SpaceX and Revolut — reflect the strength of our strategy."
• "We are cognizant that the AI landscape is rapidly evolving and as a result, the bar for new investments is likely higher than it ever has been."
• "I want to underscore our confidence in our portfolio."
• "Our experience navigating prior periods of stress, including the COVID pandemic and the regional banking crisis, further informs our perspective today."
• "While uncertainty can create near-term volatility, it can also generate opportunity. We are already starting to see wider credit spreads this year and the outlook for interest rates has moved higher, which may benefit earnings."
• "Our portfolio continues to perform well, credit quality remains strong, and we are as convicted as ever in our strategy — lending to large, sponsor-backed, non-cyclical businesses that seek to provide predictable income and risk mitigation."

Industry Context

StockSavvy.ai notes that the company operates within the Business Development Company (BDC) sector, specializing in direct lending to upper-middle-market technology companies. The filing highlights the broader market concerns regarding AI's potential disruption to software business models, which has pressured public BDC valuations. However, the company asserts its portfolio companies are well-positioned to leverage AI, indicating a proactive stance in a rapidly evolving tech landscape. The emphasis on senior secured investments and low loan-to-values reflects a conservative underwriting approach common among BDCs seeking stable income in volatile markets.

Comparison to Industry Standards

• The 11.6% total return since inception (2018-2025) compares favorably to public market alternatives, providing a premium of 6.1% relative to the Morningstar LSTA U.S. Leveraged Loan Index, 6.3% relative to the Bloomberg Barclays High Yield Index, and 9.5% relative to the Bloomberg Barclays U.S. Aggregate Index.
• The weighted average loan-to-value of 34% suggests a strong protective buffer, meaning borrowers would need to lose more than 60% of their value for the investment to be impaired, which is a robust position compared to typical direct lending benchmarks.
• A non-accrual rate of 0.2% at fair value indicates superior credit quality relative to many BDC peers, especially in a potentially challenging economic environment.
• Software borrowers' average annual revenue of $945 million and EBITDA of nearly $300 million, with lowto mid-teens growth, represent strong performance metrics, positioning them among the strongest results across the company's direct lending strategy and likely outperforming many general market software companies.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K in the past 10 years against any directors, director nominees, or officers, and none are currently pending.

Related Party Transactions

• The Company has entered into an Investment Advisory Agreement and an Administration Agreement with Blue Owl Technology Credit Advisors LLC (the Adviser), an indirect affiliate of Blue Owl Capital Inc., for investment management and administrative services, for which the Company pays management and incentive fees.
• The Company reimburses the Adviser for allocable compensation paid to the Chief Compliance Officer, Chief Financial Officer, and their staffs.
• The Adviser or its affiliates may engage in origination activities and receive arrangement, structuring, or similar fees.
• Executive officers and directors of the Company also serve as executives of the Blue Owl Credit Advisers and officers/directors of other Blue Owl BDCs, creating potential conflicts in investment allocation.
• The Company may compete with other Blue Owl Credit Clients and other Blue Owl clients for capital and investment opportunities, which may result in the Company not participating in certain investments.
• Blue Owl Securities LLC may purchase securities in the Company's offerings.
• The Blue Owl Credit Advisers intend to allocate common expenses among the Company and other clients in a fair and equitable manner.
• The Company has an exemptive order from the SEC (granted May 6, 2025) to co-invest with other funds managed by the Adviser or certain affiliates, subject to specific conditions and Board oversight to ensure fair treatment.
• The Audit Committee reviews and approves any transactions with related persons.
• The Company has a license agreement with an affiliate of Blue Owl for non-exclusive use of the 'Blue Owl' name, contingent on the Adviser remaining the investment adviser.

Stakeholder Impact

• Shareholders: Benefit from strong 2025 financial performance (10.9% ROE, $1.42/share dividends, 9.2% annualized yield), strategic growth (merger, public listing), and capital management (share repurchases). The re-election of experienced directors and ratification of KPMG LLP aim to ensure continued strong corporate governance and financial oversight. Potential for increased future earnings and continued strong returns.
• Employees (of Adviser/Affiliates): Compensation for services to the Company is part of the Adviser's overall profit, which includes fees from the Investment Advisory Agreement. The Chief Compliance Officer and Chief Financial Officer and their staffs are reimbursed for their allocable time spent on the Company's business.
• Customers (Portfolio Companies): Benefit from the Company's disciplined underwriting approach, focus on upper middle market, and positioning at the top of the capital structure, providing stable financing. The dedicated technology investment team offers deep domain expertise.
• Creditors: Benefit from improved funding flexibility, reduced interest costs (approx. $10 million annual run-rate savings), and the issuance of a $400 million unsecured bond, strengthening the balance sheet. The company's targeted leverage range also provides comfort.
• Adviser (Blue Owl Technology Credit Advisors LLC): Receives management fees and incentive fees based on the Company's gross assets and investment income/capital gains, aligning its interests with the Company's performance. Also reimbursed for certain administrative expenses.

Next Steps

• Shareholders to vote on re-electing Eric Kaye and Victor Woolridge to the Board at the 2026 Annual Meeting on June 25, 2026.
• Shareholders to vote on ratifying KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, at the 2026 Annual Meeting.
• The company expects to end Q1 2026 at the bottom end of its targeted leverage range, translating into increased future earnings.
• The company will continue to monitor broader geopolitical developments and other sources of risk.
• The company will continue to conduct quarterly reviews and thematic stress tests of its portfolio.
• The company will remain focused on its strategy of lending to large, sponsor-backed, non-cyclical businesses.
• Shareholder proposals for the 2027 annual meeting to be included in the proxy statement must be received by December 2, 2026.

Key Dates

Recommendation

The company demonstrates exceptional financial health and strategic execution, evidenced by a 10.9% ROE, significant dividend payouts, and an 11.6% total return since inception, substantially outperforming market benchmarks. The successful merger, NYSE listing, and substantial investment deployment in 2025 position it for continued earnings growth. Proactive capital management, including a new $300 million share repurchase program, signals strong management confidence and commitment to shareholder value. The robust portfolio quality, low non-accrual rate, and strategic focus on resilient technology businesses, even amidst AI disruption concerns, underscore a compelling investment thesis for long-term growth and income.

Keywords

Business Development Company, BDC, Direct Lending, Technology Finance, Private Credit, SEC Filing, Proxy Statement, Shareholder Meeting, Corporate Governance, Investment Performance, Dividends, Share Repurchase, AI Impact, Portfolio Diversification, KPMG LLP, Board Election, Financial Results, NYSE Listing, Merger