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OCSL 10-K & 10-Q changes, risk factors and insider trading

Oaktree Specialty Lending Corp · Nasdaq · CIK 1414932 · All filings on SEC.gov

Everything below is quoted or computed from Oaktree Specialty Lending Corp's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

12 / 7risk-factor paragraphs added / removed in latest 10-K
3new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2025-11-18 (period ending 2025-09-30) with 10-K filed 2024-11-19 (period ending 2024-09-30).

Risk Factors (10-K Item 1A)

12new paragraphs
7removed paragraphs
38reworded paragraphs
28,903 → 29,115words in section

New heading “Tariffs may adversely affect us or our portfolio companies.”

New heading “We are subject to risks associated with international conflicts.”

New heading “We may be subject to risks associated with our investments in unitranche loans.”

Removed heading “The ongoing conflict between Russia and Ukraine could materially affect the success of our activities and investments.”

Removed heading “The ongoing conflict between Israel and Hamas could materially affect the success of our activities and investments.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: export control, sanction, russia, ukraine
“In 2022, the Russian military commenced a full-scale invasion of Russia’s forces into Ukraine. In response, the United States, United Kingdom, the European Union, or EU, and other countries have imposed significant sanctions targeting the Russian financial system, petroleum sector and extractive industries, heavy manufacturing, and other sectors. These and other jurisdictions have also imposed prohibitions on most new investment in Russia, prohibitions on trade in many Russian securities, and prohibitions on the provision of a number of services to certain sectors of the Russian economy. …”
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New text topics: sanction, russia, ukraine, israel
“Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. …”
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Removed text topics: russia, ukraine
“The ongoing conflict between Russia and Ukraine could materially affect the success of our activities and investments.”
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Reworded topics: investigation, litigation, regulation

Paragraph as it now reads, with added and removed wording marked:

Moreover, in recent years anti-ESG sentiment has gained momentum across the U.S., with several statesstates, the executive branch and federal agencies, and Congress having proposedproposed, enacted or enactedindicated an intent to pursue “anti-ESG” policies, legislation, or initiatives orinitiatives, issued related legal opinions.opinions and pursued related investigations and litigation. Additionally, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives, and associations, including organizations advancing action to address sustainability matters, climate change or climate-related risk. Further, some conservative groups and Republicanfederal and state attorneys generalofficials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several newmedia campaigns and cases alleging discrimination based on similarsuch arguments have been filedinitiated since the decision, whichand hasin escalatedJanuary scrutiny2025, the Trump Administration signed a number of certainExecutive practicesOrders andfocused initiatives related toon diversity, equity, and inclusion, or DEI.DEI, Suchwhich anti-ESGcaution the private sector to end “illegal DEI discrimination and preferences” and are being implemented in a wide range of federal policies, regulations, and other initiatives. Anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in Oaktree facing additional compliance obligations, becoming the subject of investigationsinvestigations, litigation, or enforcement actions, or sustaining reputational harm, or require certain investors to divest or discourage certain investors from investing in us.
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Removed text topics: sanction, israel, middle east
“On October 7, 2023, Hamas (an organization which governs Gaza and which has been designated as a terrorist organization by the United States, the United Kingdom, the EU, Australia and other nations) committed a terrorist attack within Israel, or the October 7 Attacks. As of the date hereof, Israel and Hamas remain in active armed conflict. The ongoing conflict and rapidly evolving measures in response could have a negative impact on the economy and business activity globally, and therefore could adversely affect the performance of our investments. …”
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New text topics: default, interest rate
“Unitranche loans, which are a combination of senior secured and junior secured debt in the same facility, typically provide a borrower with all of its capital (except for common equity). While the borrower generally pays a blended, uniform interest rate rather than different rates for different tranches, the rate is often with higher than those associated with traditional first lien loans. …”
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Full comparison: every changed paragraph (57)

Green = added, red = removed. Unchanged paragraphs, 3 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The current state of global credit markets, coupled with the threat of a double-dip recession,markets may affect the value of our investments. Further disruption and deterioration of the global debt markets (particularly the U.S. debt markets) or a significant rise in market perception of counterparty default risk would be likely to significantly reduce investor demand for, and liquidity of, all securities. Oaktree itself could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry. Ongoing disruptions in the global credit markets may affect issuers’ ability to pay debts and obligations on a timely basis. If defaults occur, we could generate realized losses in, and lose anticipated profits from, any affected investments.

Reworded

General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income, our net asset value and the market price of our common stock. The majority of our debt investments have, and are expected to have, variable interest rates that reset periodically based on benchmarks such as the Secured Overnight Financing Rate, or SOFR, the Sterling Overnight Index Average, or SONIA, the federal funds rate, prime rate or any other offered rate benchmark or index. IncreasesAn increase in interest rates madewill make it more difficult for our portfolio companies to service their debt obligations (including under the debt investments that we will hold) and increasedincrease the likelihood of defaults even whereif our investment income increased.increases in the short term. Rising interest rates could also causedcause borrowers to shift cash from other productive uses to the payment of interest.interest which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Additionally, ifas interest rates were to increase and the corresponding risk of a default by borrowers increases, the liquidity of higher interest rate loans may decrease as fewer investors may be willing to purchase such loans in the secondary market in light of the increased risk of a default by the borrower and the heightened risk of a loss of an investment in such loans. All of these risks may be exacerbated if interest rates were to again rise rapidly and/or significantly. Decreases in credit spreads on debt that pays a floating rate of return wouldwill have an impact on the income generation of our floating rate assets. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed rate securities that have longer maturities.

Reworded

Elevated interest rates have the effect of increasing the interest rate that we receive on many of our debt investments. Accordingly, in an elevated interest rate environment, it is easier for our Adviser to meet the quarterlyPreferred hurdle rateReturn for payment of income incentive fees under the Investment Advisory Agreement, which has resulted in, and may in the future result in, an increase in the amount of the income-based incentive fee payable to our Adviser.

Added

Tariffs may adversely affect us or our portfolio companies.

Added

Existing or new tariffs imposed on foreign goods imported by the United States or on U.S. goods imported by foreign countries could subject us or our portfolio companies to additional risks. Among other effects, tariffs may increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could affect their results of operations. We cannot predict whether, or to what extent, any tariff or other trade protections may affect us or our portfolio companies.

Reworded

Under the Investment Company Act, we are required to carry our portfolio investmentsinvestments, including unfunded commitments, at market value or, if there is no readily available market value, at fair value as determined by our Adviser in its capacity as our valuation designee. Typically, there is not a public market for the securities of the privately held companies in which we have invested and will generally continue to invest. As a result, our Adviser values these securities quarterly at fair value under the oversight of our Board of Directors. The fair value of such securities may change, potentially materially, between the date of the fair value determination and the release of the financial results for the corresponding period or the next date at which fair value is determined.

Reworded

Recent developmentsDevelopments in the banking sector could materially affect the success of our activities and investments.

Reworded

Recent insolvency,Insolvency, closure, receivership or other financial distress or difficulty and related events experienced by certain U.S. and non-U.S. banks, each, a Distress Event, have caused uncertainty and fear of instability in the global financial system generally. In addition, eroding market sentiment and speculation of potential future Distress Events have caused other financial institutions – in particular smaller and/or regional banks – to experience volatile stock prices and significant losses in their equity value, and there is concern that depositors at these institutions have withdrawn, or may withdraw in the future, significant sums from their accounts at these institutions, potentially triggering the occurrence of additional Distress Events. Notwithstanding intervention by certain U.S. and non-U.S. governmental agencies to protect the uninsured depositors of banks that have recently experienced Distress Events, there is no guarantee that depositors (which depositors could include us and/or our portfolio companies) that have assets in excess of the amount insured by governmental agencies on deposit with a financial institution that experiences a Distress Event will be made whole or, even if made whole, that such deposits will become available for withdrawal or other usage on a timely basis.

Reworded

Uncertainty caused by recent bank failures – and general concern regarding the financial health and outlook for other Financial Institutions – could have an overall negative effect on banking systems and financial markets generally. These recent developments may also have other implications for broader economic and monetary policy, including interest rate policy. For the foregoing reasons, there can be no assurancesassurance that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect us, our portfolio companies or our respective financial performance.

Added

We are subject to risks associated with international conflicts.

Added

Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. However, the ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and on our operations, financial condition and performance or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict.

Added

These conflicts may have a significant adverse impact and result in significant losses to use. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. It may also limit our ability to source, due diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to our investment strategy, all of which could adversely affect our ability to fulfill our investment objectives.

Removed

The ongoing conflict between Russia and Ukraine could materially affect the success of our activities and investments.

Removed

In 2022, the Russian military commenced a full-scale invasion of Russia’s forces into Ukraine. In response, the United States, United Kingdom, the European Union, or EU, and other countries have imposed significant sanctions targeting the Russian financial system, petroleum sector and extractive industries, heavy manufacturing, and other sectors. These and other jurisdictions have also imposed prohibitions on most new investment in Russia, prohibitions on trade in many Russian securities, and prohibitions on the provision of a number of services to certain sectors of the Russian economy. Since the invasion, the sanctions and export controls landscape has been and is likely to continue to be dynamic. Russia’s invasion of Ukraine, the resulting displacement of persons both within Ukraine and to neighboring countries and the increasing international sanctions could have a negative impact on the economy and business activity globally, and therefore could adversely affect the performance of our investments. Furthermore, given the ongoing and evolving nature of the conflict between the two nations and its ongoing escalation (including with respect to the use of nuclear weapons and cyberwarfare against military and civilian targets globally), it is difficult to predict the conflict’s ultimate impact on global economic and market conditions, and, as a result, the situation presents material uncertainty and risk with respect to us and the performance of its investments or operations, and our ability to achieve our investment objectives.

Removed

The ongoing conflict between Israel and Hamas could materially affect the success of our activities and investments.

Removed

On October 7, 2023, Hamas (an organization which governs Gaza and which has been designated as a terrorist organization by the United States, the United Kingdom, the EU, Australia and other nations) committed a terrorist attack within Israel, or the October 7 Attacks. As of the date hereof, Israel and Hamas remain in active armed conflict. The ongoing conflict and rapidly evolving measures in response could have a negative impact on the economy and business activity globally, and therefore could adversely affect the performance of our investments. The severity and duration of the conflict and its future impact on global economic and market conditions (including, for example, oil prices and/or the shipping industry) are impossible to predict and, as a result, present material uncertainty and risk with respect to us and the performance of our investments and operations, and our ability to achieve our investment objectives. For example, the armed conflict may expand and may ultimately more actively involve the United States, Lebanon (and/or Hezbollah), Syria, Iran, Yemen and/or other countries or terrorist organizations, any of which may exacerbate the risks described above. Similar risks exist to the extent that any portfolio companies, service providers, vendors or certain other parties have material operations or assets in the Middle East or the immediate surrounding areas. The United States has announced sanctions and other measures against Hamas-related persons and organizations in response to the October 7 Attacks, and the United States (and/or other countries) may announce further sanctions related to the ongoing conflict in the future.

Reworded

We are subject to risks associated with respect to ESGsustainability matters.

Reworded

Oaktree has established an ESGSustainability Policy, which the Adviser intends to apply to our investments as applicable, consistent with and subject to applicable fiduciary duties and any legal, regulatory or contractual requirements. Depending on the investment, ESGsustainability factors could have a material effect on the return and risk profile of the investment. The act of selecting and evaluating material ESGsustainability factors is subjective by nature, Oaktree may be subject to competing demands from different investors and other stakeholder groups with divergent views on ESGsustainability matters, including the role of ESGsustainability factors in the investment process, and there is no guarantee that the criteria utilized or judgment exercised by the Adviser or a third-party ESGsustainability advisor will reflect the beliefs or values,views, internal policies or preferred practices of any particular investor or other asset managers or reflect market trends. Although Oaktree views the consideration of ESGsustainability to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, Oaktree cannot guarantee that its ESGsustainability program, which depends in part on qualitative judgments, will positively impact the performance of any individual investment or us as a whole. Similarly, to the extent the Adviser or a third-party ESG advisor engages with portfolio investments on ESG-relatedsustainability-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the performance of the investment. Successful engagement efforts on the part of the Adviser or a third-party ESG advisor will depend on the Adviser’s or any relevant third-party advisor’s ability to engage with the relevant investment and skill in properly identifying and analyzing material ESG and other factors and their value, and there can be no assurance that the strategy or techniques employed will be successful.

Reworded

The materiality of ESG factors on an individual asset or issuer and on a portfolio as a whole depends on many factors, including the relevant industry, location, asset class and investment strategy. ESG factors,factors issues,and sustainability issues and considerations do not apply in every instance or with respect to each investment held, or proposed to be made, by us, and will vary greatly based on numerous criteria, including, but not limited to, location, industry, investment strategy, and issuer-specific and investment-specific characteristics. In evaluating a prospective investment, the Adviser often depends upon information and data provided by the entity or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause the Adviser to incorrectly identify, prioritize, assess or analyze the entity’s ESGsustainability practices and/or related risks and opportunities. The Adviser does not intend to independently verify certain of the ESGsustainability information reported by our investments, and may decide in its discretion not to utilize, report on, or consider certain information provided by such investments. Any ESGsustainability reporting will be provided in the Adviser’s sole discretion.

Reworded

In addition, Oaktree’s ESGSustainability Policy and associated procedures and practices are expected to change over time. Oaktree is permitted to determine in its discretion that it is not feasible or practical to implement or complete certain of its ESGsustainability initiatives based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for the Adviser to adhere to all elements of our investment strategy, including with respect to ESGits risksustainability and opportunity management,program, whether with respect to one or more individual investments or to our portfolio generally. ESG-relatedSustainability-related statements, initiatives and goals as described in this annual report on Form 10-K with respect to our investment strategy, portfolio, and investments are aspirational and not guarantees or promises that all or any such initiatives and goals will be achieved other than as set out in any applicable regulatory disclosures, including those made pursuant to the Sustainable Finance Disclosure Regulation (SFDR).

Reworded

Further, ESGsustainability integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies and tracking tools being implemented by asset managers, and Oaktree’s adoption of and adherence to such principles, frameworks, methodologies and tools may vary over time. For example, Oaktree’s ESGSustainability Policy does not represent a universally recognized standard for assessing ESGsustainability considerations. Any ESG-relatedsustainability-related initiatives to which Oaktree is or becomes a signatory, member, or supporter may not align with the approach used by other asset managers (or preferred by prospective investors) or with future market trends. There is no guarantee that Oaktree will remain a signatory, supporter or member of or continue to report at the intended cadence or at all under or in alignment with such initiatives or other similar industry frameworks.

Reworded

Moreover, in recent years anti-ESG sentiment has gained momentum across the U.S., with several statesstates, the executive branch and federal agencies, and Congress having proposedproposed, enacted or enactedindicated an intent to pursue “anti-ESG” policies, legislation, or initiatives orinitiatives, issued related legal opinions.opinions and pursued related investigations and litigation. Additionally, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives, and associations, including organizations advancing action to address sustainability matters, climate change or climate-related risk. Further, some conservative groups and Republicanfederal and state attorneys generalofficials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several newmedia campaigns and cases alleging discrimination based on similarsuch arguments have been filedinitiated since the decision, whichand hasin escalatedJanuary scrutiny2025, the Trump Administration signed a number of certainExecutive practicesOrders andfocused initiatives related toon diversity, equity, and inclusion, or DEI.DEI, Suchwhich anti-ESGcaution the private sector to end “illegal DEI discrimination and preferences” and are being implemented in a wide range of federal policies, regulations, and other initiatives. Anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in Oaktree facing additional compliance obligations, becoming the subject of investigationsinvestigations, litigation, or enforcement actions, or sustaining reputational harm, or require certain investors to divest or discourage certain investors from investing in us.

Reworded

ThereRegulators is growing regulatory interest acrossin jurisdictions, particularlyincluding in the U.S., UK and EUEU, (whichhave mayshown be looked to as models in growth markets),interest in improving transparency around howthe role of sustainability in asset managersmanagers’ identifyinvestment and manage financially material ESG risks as well as how they define and measure ESG performance,processes in order to allow investors to better understandunderstand, scrutinize and validate sustainability-related and other claims. For example, the SEC sometimes reviews compliance with sustainability commitments in examinations, and it has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing sustainability policies and procedures to meet sustainability commitments to investors. Compliance with regulations concerning asset managers’ sustainability and ESGsustainability disclosures, including those set forth below, results in management burdens and costs because of, for example, the need to obtain advice from third-party advisors; implement specific governance, risk management systems, and internal controls; and collect information from and about investments. Further, changes to existing regulations, enactment of new regulations, and changes to enforcement patterns could subject the AdviserOaktree or us to additional compliance burdens, costs, and/or enforcement risks, or impact our ability to deliver on our investment strategy. Oaktree cannot guarantee that its current approach to ESGsustainability (including the ESGSustainability Policy) will meet future regulatory requirements.

Removed

The SEC established a Climate and ESG Enforcement Task Force in March 2021. On May 25, 2022, the SEC proposed amendments to rules and reporting forms concerning ESG factors, which rules are not in final form and therefore it cannot be determined how they may affect us.

Reworded

We, Oaktree and/or our portfolio companies may be subject to disclosure laws and regulations related to a range of sustainability matters, including greenhouse gas emissions; climate change risks; diversity, equity and inclusion; and human rights matters, or Sustainability Disclosure Laws. For example, in March 2024, the SEC adopted final rules intended to enhance and standardize climate-related disclosures by public companies and in public offerings; these rules are stayed pending the outcome of consolidated legal challenges in the Eighth Circuit Court of Appeals. In the Fallfall of 2023, California passed the Climate Corporate Data Accountability Act (SB-253) and Climate-Related Financial Risk Act (SB-261), which will impose broad climate-related disclosure obligations on U.S.-organized entities that meet certain revenue thresholds and do business in California, as well as the Voluntary Carbon Market Disclosures Act (AB-1305), which is focused on the voluntary carbon market for carbon credits but also includes disclosure requirements for companies with a required nexus to California making certain climate-related claims. In Europe, the Corporate Sustainability Reporting Directive introduces wide-ranging and detailed obligations for European and non-European undertakings to make disclosures in accordance with the European Sustainability Reporting Standards on impacts, risks and opportunities on a “double materiality” basis. In addition to assessing the financial materiality of a sustainability matter, sustainability matters that pertain to the undertaking’s actual or potential, positive or negative impacts on people or the environment over the short-, medium-, or long-term must be disclosed. Impacts may include those connected with the entity’s own operations and upstream and downstream value chain, including through its products and services, as well as through its business relationships. Other jurisdictions have also enacted or are considering enacting mandatory climate and sustainability reporting laws (in many cases based on the recommendations of the Task Force on Climate-related Financial Disclosures or the standards published by the International Sustainability Standards Board), as well as laws requiring reporting of information on other ESGsustainability topics, such as human capital. Compliance with Sustainability Disclosure Laws may require the implementation of or changes to systems and procedures for the collection and processing of relevant data and related internal and external controls, changes to management and/or operational obligations, and dedication of substantial time and financial resources. The compliance burden and related costs may increase over time. Failure to comply with applicable Sustainability Disclosure Laws may lead to investigations and audits, fines, other enforcement action or liabilities, or reputational damage.

Reworded

There are a number of different principles, frameworks, and/or methodologies for integrating sustainability-related incentives, mandates, and/or reporting requirements into financing arrangements. Any principles, frameworks, and/or methodologies which we anticipate referencing and/or utilizing may not align with other asset managers and/or those preferred by prospective investors. In addition, unless otherwise stated in our regulatory disclosures, no assurance is given that any of our financing arrangements will align with particular market frameworks, including the International Capital Market Association's Green Bond, Social Bond or Sustainability-Linked Bond Principles, or the Green Loan, Social Loan, and/or Sustainability-Linked Loan Principles published by the Loan Market Association, Loan Syndications and Trading Association, and the Asia Pacific Loan Market Association, or the Principles. Furthermore, to the extent any of such financing arrangement is considered to be aligned with any relevant Principles at origination by us, there is no guarantee that such financing will maintain alignment with the Principles over the relevant term. Any declassification and/or deviation with the applicable Principles may expose us and/or Oaktree to certain investigations, claims, and/or allegations, which may lead to increased costs and/or result in adverse consequences for certain investors with sustainability-aligned portfolio mandates.

Reworded

High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Certain countries, including the United States, have recently seen increased levels of inflation, and persistently high levels of inflation could have a material and adverse impact on our investments and our aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs were increasing, the company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Moreover, increasing inflation will also impact currencies and can lead to significant currency fluctuations. This has recently resulted in a strengthening of the U.S. dollar vis-à-vis many other currencies but there can be no assurances that such trends will continue and/or that this trend will not reverse such that the U.S. dollar is weakened vis-à-vis other currencies. Additionally, because the hurdlePreferred Return is not linked to the rate of inflation, as the rate of inflation increases the proportion of real returns (i.e., the nominal rate of return less the rate of inflation), it is easier for the Adviser to meetexceed the quarterlyPreferred hurdle rateReturn for payment of income incentive fees under the Investment Advisory Agreement, which may result in an increase in the amount of the income-based incentive fee payable to our Adviser. There can be no assurance that high rates of inflation will not have a material adverse effect on our investments.

Reworded

Economic and trade sanctions laws in the United States and other jurisdictions may prohibit Oaktree, the Investment Professionals and us from transacting with or in certain countries and with certain individuals, companies and industry sectors. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, administers and enforces laws, Executive Orders and regulations establishing U.S. sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. In addition, certain sanctions programs prohibit dealing with individuals or entities in certain countries, or certain securities and certain industry sectors regardless of whether relevant individuals or entities appear on the lists maintained by OFAC, which may make it more difficult for us to comply with applicable sanctions. These types of sanctions may significantly restrict or limit our investment activities in certain countries (in particular, certain emerging market countries). We, Oaktree and the Investment Professionals may from time to time be subject to trade sanctions laws and regulations of other jurisdictions, which may be inconsistent with or even seek to prohibit compliance with certain sanctions programs administered by OFAC. The legal uncertainties arising from those conflicts may make it more difficult or costly for us to navigate investment activities that are subject to sanctions administered by OFAC or the laws and regulations of other jurisdictions. Some jurisdictions where Oaktree or its portfolio companies do business from time to time have adopted measures prohibiting compliance with certain U.S. sanctions programs, which may make compliance with all applicable sanctions impossible.

Added

Recent technological advances in artificial intelligence and machine learning technology, or Machine Learning Technology, as well as the rapid growth and widespread use thereof, pose risks to us, Oaktree and our portfolio investments. Machine Learning Technology has the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which we invest, and any such changes could render Oaktree’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. Oaktree expects to utilize Machine Learning Technology (including Machine Learning Technology developed by Oaktree) in connection with its business activities, including investment and reporting activities. The costs of Machine Learning Technology, including service provider costs and Oaktree’s costs of developing its own Machine Learning Technology, will generally be borne by us.

Reworded

Recent technological advances in artificial intelligence and machine learning technology, or Machine Learning Technology, including OpenAI’s release of its ChatGPT application, pose risks to us, Oaktree and our portfolio investments. While Oaktree may utilize Machine Learning Technology in connection with its business activities, including investment activities, Oaktree intends to periodically evaluate and/or adjust internal policies governing use of Machine Learning Technology by its personnel. Notwithstanding any such policies, Oaktree personnel, portfolio managers, senior executives, Industry Specialists and other associated persons of Oaktree or any affiliates of Oaktree could, unbeknownst to Oaktree, utilize Machine Learning Technology in contravention of such policies. We, Oaktree and our portfolio investments could be further exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties, whether or not known to Oaktree, also use Machine Learning Technology in their business activities. Oaktree will not be in a position to control the use of Machine Learning Technology in third-party products or services, including those provided by Oaktree’s and its affiliates service providers.

Reworded

Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error – potentially materially so – and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. Even where Machine Learning Technology is utilizing accurate data, it could, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such Machine Learning Technology to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of Machine Learning Technology is expensive and complex and may involve unforeseen difficulties, including material performance problems and undetected defects or errors. To the extent that we, Oaktree or our portfolio investments are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could have adverse impacts on us, Oaktree or our portfolio investments. Conversely, to the extent competitors of Oaktree and its portfolio companies utilize Machine Learning Technology more extensively than Oaktree and its portfolio companies, there is a possibility that such competitors will gain a competitive advantage.

Reworded

In addition, many jurisdictions have passed or are considering laws and regulations concerning Machine Learning Technology, the impact of which is unknown. Any of the foregoing factors could have a material and adverse effect on us, Oaktree and/or our portfolio companies. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.

Reworded

We have significant flexibility in investing the net proceeds of an offering, and may do so in a way with which you may not agree. Additionally, our Adviser will select our investments subsequent to the closing of an offering, and our stockholderssecurityholders will have no input with respect to such investment decisions. Further, other than general limitations that may be included in a future credit facility, the holders of our debt securities will generally not have veto power or a vote in approving any changes to our investment or operational policies. These factors increase the uncertainty, and thus the risk, of investing in our securities. In addition, pending such investments, we will invest the net proceeds from an offering primarily in high quality, short-term debt securities, consistent with our Business Development Company election and our election to be taxed as a RIC, at yields significantly below the returns which we expect to achieve when our portfolio is fully invested in securities meeting our investment objective. If we are not able to identify or gain access to suitable investments, our income may be limited.

Reworded

The incentive fee payable by us to our Adviser may create an incentive for it to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement, which could result in higher investment losses, particularly during cyclical economic downturns. The incentive fee payable to our Adviser includes a component based on a percentage of our net investment income (subject to a hurdlePreferred rateReturn), which may encourage our Adviser to use leverage to increase the return on our investments or otherwise manipulate our income so as to recognize income in quarters where the hurdlePreferred rateReturn is exceeded and may result in an obligation for us to pay an incentive fee to the Adviser even if we have incurred a loss for an applicable period.

Reworded

Actual and potential conflicts between Oaktree and its affiliates, on one hand, and us and our portfolio companies, on the other hand, are expected to occur. Oaktree manages or sub-advises other funds and accounts, or collectively, the Other Oaktree Funds, which present the possibility of overlapping investments, and thus the potential for conflicts of interest. Many of the investments targeted by us will be appropriate for certain Other Oaktree Funds, and in retrospect or at different points in the market cycle, investments that were made by us may seem more appropriate for an Other Oaktree Fund, and vice versa. Many of the investments targeted by us may be appropriate for Other Oaktree Funds within those strategies. Our stockholders have no ability to challenge such allocation. Such procedures give Oaktree broad authority to allocate investment opportunities, notwithstanding the potential conflicts of interest that may exist. For example, management fees, carried interest or incentive feeseconomic and liquidity provisions may differ significantly between us and the Other Oaktree Funds, creating an economic incentive for Oaktree to allocate investments that may be appropriate for a lower fee or more liquid strategy to a higher fee or less liquid strategy.

Reworded

InOn addition,November affiliates14, of2025, our Adviser haveOCM received exemptivethe reliefExemptive Relief from the SEC to allow certain managed funds and accounts, each of whose investment adviser is OCM or an investment adviser controlling, controlled by or under common control with OCM,OCM suchand as our Adviser, as well asOaktree proprietary accounts (subject to certain conditions)accounts, to participate in negotiated co-investment transactions where doing so is consistent with the applicable registered fund’s or Business Development Company’s investment objective and strategies as well as regulatory requirements and other pertinent factors, and pursuant to the conditions thereof. Oaktree operates under a new form of theExemptive exemptiveRelief relief.that Onadopts Septembera 11,more 2024,flexible we,requirement that allocations be “fair and equitable” to us and that the Adviser consider the interests of us in allocations and which minimizes certain board approval requirements from the prior form of itsrelief. affiliatesUnder receivedthe Exemptive Relief, the terms, conditions, price, class of securities to be purchased in respect of a furtherparticular modifiedinvestment, exemptivethe orderdate thaton allowswhich ussuch investment is to participatebe inmade follow-onand investmentsany withregistration privaterights fundsapplicable thatthereto, aremust notbe already invested ingenerally the issuer. Each potential co-investment opportunity that falls under the terms of the exemptive relief and is appropriatesame for us and each other participating Other Oaktree Fund. The requirements of the Exemptive Relief (including any affiliatedrequirements fundfor board approval thereunder), as well as other regulatory requirements associated with us and other Business Development Companies and interval funds managed by Oaktree, potentially will impact the investment allocations among other participating Accounts (including, for the avoidance of doubt, us) or account,otherwise impact allocation results. Any changes to the Exemptive Relief or the rules and satisfiesother guidance promulgated by the then-currentSEC board-establishedand criteria,its willStaff beunder offeredthe Investment Company Act could impact allocations made available to us and suchthereby otheraffect eligible funds (and accounts.potentially Ifdecrease) therethe isallocation a sufficient amount of securitiesmade to satisfyus allor participants,otherwise impact the securitiesprocess willfor be allocated among the participantsallocations in accordancetransactions with their proposed order size and if there is an insufficient amount of securities to satisfy all participants, the securities will be allocated pro rata based on the investment proposed by the applicable investment adviser to such participant, up to the amount proposed to be invested by each,in which iswe reviewed and approved by an independent committee of legal, compliance and accounting professionals at our Adviser.participate. We may also invest alongside funds managed by our Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that our Adviser, acting on our behalf and on behalf of other clients, negotiates no term other than price or terms related to price.

Reworded

Borrowings, also known as leverage, magnify the potential for loss on invested equity capital. We expect to continue to use leverage to partially finance our investments, through borrowings from banks and other lenders and/or issuing unsecured notes, which will increase the risks of investing in our common stock, including the likelihood of default. We borrow under our credit facilities and unsecured notes. On November 30, 2017, we entered into a Senior Secured Revolving Credit Agreement, or as amended and/or restated from time to time, the Syndicated Facility, with the lenders, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and MUFG Union Bank, N.A. as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents. On January 23, 2023, we became party to a revolving credit facility, or as amended and/or restated from time to time, the OSI2 Citibank Facility, with OSI 2 Senior Lending SPV, LLC, or OSI 2 SPV, our wholly-owned and consolidated subsidiary, as the borrower, us, as collateral manager, each of the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent. In addition, we have three series of unsecured notes outstanding: our 3.500% notes due 2025, or the 2025 Notes, our 2.700% notes due 2027, or the 2027 Notes, and our 7.100% Notes due 2029, or the 2029 Notes, and our 6.340% notes due 2030, or the 2030 Notes. We may issue other debt securities or enter into other types of borrowing arrangements in the future. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. To the extent we incur additional leverage, these effects would be further magnified, increasing the risk of investing in us. Such a decline could negatively affect our ability to make common stock distributions or scheduled debt payments. Leverage is generally considered a speculative investment technique and we only intend to use leverage if expected returns will exceed the cost of borrowing.

Reworded

As of September 30, 2024,2025, we had $710.0$545.0 million of outstanding indebtedness under our credit facilities, $300.0 million of outstanding 2025 Notes,facility, $350.0 million of outstanding 2027 Notes, $300.0 million of outstanding 2029 Notes and $300.0 million of outstanding 20292030 Notes. These debt instruments require periodic payments of interest. The weighted average interest rate charged on our borrowings as of September 30, 20242025 was 6.7%6.5% (exclusive of deferred financing costs and inclusive of the impact of an interest rate swap designated as a hedging instrument). We will need to generate sufficient cash flow to make these required interest payments. In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our September 30, 20242025 total assets of at least 3.55%.3.28%. If we are unable to meet the financial obligations under our credit facilities, the lenders under such credit facilities will have a superior claim to our assets over our stockholders. If we are unable to meet the financial obligations under the 20252027 Notes, 20272029 Notes or 20292030 Notes, the holders thereof will have the right to declare the principal amount and accrued and unpaid interest on such notes to be due and payable immediately.

Added

When we incur additional leverage, our net asset value will decline more sharply if the value of our assets declines and the effects of leverage described above will be magnified.

Removed

The Small Business Credit Availability Act, or the SBCAA, among other things, amended Section 61(a) of the Investment Company Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to Business Development Companies from 200% to 150% (i.e., the amount of debt may not exceed 66.67% of the value of the Business Development Company’s assets) so long as the Business Development Company meets certain disclosure requirements and obtains certain approvals. At a special meeting of stockholders held on June 28, 2019, our stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us, effective as of June 29, 2019. When we incur additional leverage, our net asset value will decline more sharply if the value of our assets declines and the effects of leverage described above will be magnified.

Reworded

Substantially all of our assets are subject to security interests under our credit facilitiesfacility and if we default on our obligations under any such facility, we may suffer adverse consequences, including foreclosure on our assets.

Reworded

As of September 30, 2024,2025, substantially all of our assets were pledged as collateral under our credit facilitiesfacility and may be pledged as collateral under future credit facilities. If we default on our obligations under these facilities, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim. In such event, we may be forced to sell our investments to raise funds to repay our outstanding borrowings in order to avoid foreclosure and these forced sales may be at times and at prices we would not consider advantageous. Moreover, such deleveraging of our company could significantly impair our ability to effectively operate our business in the manner in which we have historically operated. As a result, we could be forced to curtail or cease new investment activities and lower or eliminate the distributions that we have historically paid to our stockholders.

Reworded

In addition, if the lenders exercise their right to sell the assets pledged under our credit facilitiesfacility or future credit facilities, such sales may be completed at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to us after repayment of the amounts outstanding under the credit facilities.

Reworded

Our investments include companies with significant leverage. Such investments are inherentlyintrinsically more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments increases the exposure of the portfolio companies to adverse economic factors, such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired by us may be the most junior in what will typically be a complex capital structure, and thus subject to the greatest risk of loss.

Added

In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of our investments, we could be subject to allegations of lender liability.

Added

In addition, under common law principles that in some cases form the basis for lender liability claims, if a lending institution (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a borrower to the detriment of the other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of certain of our investments, we could be subject to claims from creditors of an obligor that our investments issued by such obligor should be equitably subordinated. A significant number of our investments will involve investments in which we will not be the lead creditor. It is, accordingly, possible that lender liability or equitable subordination claims affecting our investments could arise without our direct involvement.

Added

If we purchase loans of an affiliate in the secondary market at a discount, (a) a court might require us to disgorge profit we realize if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) we might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt.

Added

We may be subject to risks associated with our investments in unitranche loans.

Added

Unitranche loans, which are a combination of senior secured and junior secured debt in the same facility, typically provide a borrower with all of its capital (except for common equity). While the borrower generally pays a blended, uniform interest rate rather than different rates for different tranches, the rate is often with higher than those associated with traditional first lien loans. Because unitranche loans combine characteristics of senior and junior financing, unitranche loans have risks similar to the risks associated with senior secured and second lien loans and junior debt in varying degrees according to the combination of loan characteristics of the unitranche loan. “Last out” portion of unitranche loans have a secondary priority behind super-senior “first out” portion of such loans in the collateral securing the loans in certain circumstances. Since the “first out” lenders generally have priority over the “last out” lenders for receiving payment under certain specified events of default, or upon the occurrence of other triggering events under intercreditor agreements or agreements among lenders, the “last out” lenders bear a greater risk and, in exchange, receive a higher effective interest rate, through arrangements among the lenders, than the “first out” lenders or lenders in stand-alone first-lien loans.

Removed

Even though we have structured some of our investments as senior loans, if one of our portfolio companies were to enter bankruptcy proceedings, a bankruptcy court might re-characterize our debt investment and subordinate all or a portion of our claim to that of other creditors, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering significant managerial assistance.

Reworded

Certain of our investments that we have made in the past and may make in the future include warrants or other equity securities. In addition, we have made in the past and may make in the future direct equity investments in companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We may seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer. We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.

Reworded

The 20252027 Notes, the 20272029 Notes and the 20292030 Notes, which we refer to collectively as the "Notes", are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes. As of September 30, 2024,2025, we had $710$545.0 million of outstanding borrowings under our credit facilities,facility, all of which is secured.

Reworded

The Notes are structurally subordinated to theany indebtedness and other liabilities of our subsidiaries

Reworded

Except to the extent we are a creditor with recognized claims against our subsidiaries, allany claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries would have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims arewould be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are structurally subordinated to all indebtedness and other liabilities (including trade payables) of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. As of September 30, 2024, our subsidiaries had $280.0 million of outstanding borrowings under the OSI2 Citibank Facility, all of which is structurally senior to the Notes.

Reworded

In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Notes.

Reworded

The current global financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the United States and worldwide financial markets and may cause economic uncertainties or deterioration in the U.S. and worldwide. The impact of downgrades by rating agencies to the U.S. government’s sovereign credit rating or its perceived creditworthiness as well as actual or potential government shutdowns and uncertainty surrounding transfers of power could adversely affect the U.S. and global financial markets and economic conditions. Several EU countries have faced budget issues, some of which may have negative long-term effects for the economies of those countries and other EU countries. In addition, the fiscal policy of large foreign nations, may have a severe impact on the worldwide and U.S. financial markets. Additionally, trade wars and volatility in the U.S. repo market, the U.S. high yield bond markets, the global stock markets and global markets for commodities may affect other financial markets worldwide. In addition, while governments worldwide have used stimulus measures recently to reduce volatility in the financial markets, volatility has returned as such measures are phased out, and the long-term impacts of such stimulus on fiscal policy and inflation remain unknown. We cannot predict the effects of these or similar events in the future on the U.S. and global economies and securities markets or on our investments. We monitor developments in economic, political and market conditions and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.

Reworded

We could generallymay be subject to litigation or similar proceedings in the future, including securities litigation and derivative actions by our stockholders whether as a result of the Mergers or otherwise .stockholders. Any litigation or similar proceedings could result in substantial costs, divert management’s attention and resources from our business or otherwise have a material adverse effect on our business, financial condition and results of operations.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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As of September 30, 2024,2025, (i) the size of the our senior secured revolving credit facility, or, as amended and/or restated from time to time, the Syndicated Facility, pursuant to a senior secured revolving credit agreement, with the lenders, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and MUFG Union Bank, N.A. as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents,Facility was $1.218$1.160 billion (with an “accordion” feature that permits us, under certain circumstances, to increase the size of the facility to up to the greater of $1.25$1.50 billion and our net worth (as defined in the Syndicated Facility) on the date of such increase), (ii) the period during which we may make drawings on $1.035 billion of commitments will expire on JuneApril 23,8, 20272029 and the maturity date was JuneApril 23,8, 2028, (iii) the period during which we may make drawings with respect to the remaining commitments will expire on May 4, 2025 and the maturity date is May 4, 20262030 and (iviii) the interest rate margin for (a) SOFR loans (which may be 1- or 3-month,3-month at our option) was 2.00%1.875% plus a SOFR adjustment whichequal rangesto between 0.11448% and 0.26161%0.10% and (b) alternate base rate loans was 1.00%.0.875% plus a SOFR adjustment equal to 0.10%; provided that, if at any time the Borrowing Base (as defined in the Syndicated Facility) is greater than 1.60 times the Combined Debt Amount (as defined in the Syndicated Facility), the interest rate margin with respect to (a) SOFR loans will be 1.75% plus a SOFR adjustment equal to 0.10% and (b) alternate base rate loans will be 0.75% plus a SOFR adjustment equal to 0.10%.
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Global financial markets have experienced an increase in volatility over the last few years amid higher inflation, elevated interest rates, tariffs and concern over a potential slowdown in economic activity. As inflation pressures have eased in recent months, the Federal Reserve has relaxed its monetary policies and cut the federal funds rate to support the broader economy. However, various macroeconomic headwinds remainremain, including ongoingcurrent conflictgeopolitical in the Middle East andconflicts, signs of an economic slowdown outside the United States.States and threats of tariffs and a trade war. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures and equity purchase price multiples.
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“Co-Chief Investment Officer”
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“On November 15, 2024, Raghav Khanna was elected as our Co-Chief Investment Officer. Mr. Khanna, 41, is a managing director within Oaktree’s Global Private Debt strategy where he is a co-portfolio manager for its Strategic Credit platform and an investment committee member for its Direct Lending platform. He first joined Oaktree in 2012 as a member of the Global Opportunities group before becoming a founding member of the Strategic Credit strategy in 2014. Prior to joining Oaktree, Mr. …”
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“Citibank Facility”
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Net expenses (i.e., expenses net of fee waivers) for the years ended September 30, 20242025 and 20232024 were $206.6$163.3 million and $198.5$206.6 million, respectively. Net expenses increaseddecreased for the year ended September 30, 2024,2025, as compared to the year ended September 30, 2023,2024, by $8.1$43.3 million, or 4.1%.21.0%. The increasedecrease in net expenses was primarily driven by $17.0 million of higher interest expense due to the impact of rising interest rates on our floating rate liabilities. This was partially offset by a $5.5$23.2 million reduction in Part I incentive fees (net of waivers), $2.2due to the implementation of a total return hurdle and lower total investment income, $12.8 million of lower operatinginterest expensesexpense due to decrease in reference rates and $1.2a lower average borrowings outstanding and $8.9 million of lower management fees (net of waivers). due to the reduction in the annual rate effective July 1, 2024 and lower total assets.
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Reworded

•changes or potential disruptions in our operations, the economy, financial markets or political environment, including those caused by tariffs and trade disputes with other countries, inflation and an elevated interest rate environment;

Reworded

Our investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions, including first lien loans (which may include “unitranche” loans and “last out” first lien loans, which are loans that are second priority behind “first out” first lien loans), second lien loans, unsecured and mezzanine loans, bonds, preferred equity and certain equity co-investments. We may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions. Our portfolio may also include certain structured finance and other non-traditional structures. We invest in companies that typically possess resilient business models with strong underlying fundamentals. We intend to deploy capital across credit and economic cycles with a focus on long-term results, which we believe will enable us to build lasting partnerships with financial sponsors and management teams, and we may seek to opportunistically take advantage of dislocations in the financial markets and other situations that may benefit from Oaktree’s credit and structuring expertise. Sponsors may include financial sponsors, such as an institutional investor or a private equity firm, or a strategic entity seeking to invest in a portfolio company. We generally invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “high yield” and “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Reworded

Global financial markets have experienced an increase in volatility over the last few years amid higher inflation, elevated interest rates, tariffs and concern over a potential slowdown in economic activity. As inflation pressures have eased in recent months, the Federal Reserve has relaxed its monetary policies and cut the federal funds rate to support the broader economy. However, various macroeconomic headwinds remainremain, including ongoingcurrent conflictgeopolitical in the Middle East andconflicts, signs of an economic slowdown outside the United States.States and threats of tariffs and a trade war. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures and equity purchase price multiples.

Reworded

Oaktree, as the valuation designee of our Board of Directors pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assetsassets, including unfunded commitments, on at least a quarterly basis in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

Reworded

Oaktree seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If Oaktree is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within our set threshold, Oaktree seeks to obtain a quote directly from a broker making a market for the asset. Oaktree evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. Generally, Oaktree does not adjust any of the prices received from these sources. Oaktree also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, Oaktree performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, Oaktree does not adjust any of the prices received from these sources.

Reworded

As of September 30, 2024,2025, we held $3,021.3$2,847.8 million of investments at fair value, updown from $2,892.4$3,021.3 million held at September 30, 2023,2024, primarily driven by purchasesinvestment ofrepayments investmentsand net realized and unrealized losses on the investment portfolio during the year ended September 30, 2024.2025. As of September 30, 20242025 and September 30, 2023,2024, approximately 94.5%94.8% and 89.9%,94.5%, respectively, of our total assets represented investments at fair value.

Reworded

Interest income, adjusted for accretion of OID is recorded on an accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of September 30, 2025, there were ten investments on non-accrual status that in the aggregate represented 6.5% and 3.0% of total debt investments at cost and fair value, respectively. As of September 30, 2024, there were nine investments on non-accrual status that in the aggregate represented 4.9% and 4.0% of total debt investments at cost and fair value, respectively. As of September 30, 2023, there were four investments on non-accrual status that in aggregate represented 2.4% and 1.8% of total debt investments at cost and fair value, respectively.

Reworded

Our investments principally consist of loans, common and preferred equity and warrants in privately-held companies, SLF JV I, a joint venture through which we and Kemper co-invest in senior secured loans of middle-market companies and other corporate debt securities, and Glick JV, a joint venture through which we and GF Equity Funding co-invest primarily in senior secured loans of middle-market companies. We refer to SLF JV I and the Glick JV collectively as the JVs. Our loans are typically secured by a first, second or subordinated lien on the assets of the portfolio company and generally have terms of up to ten years (but an expected average life of between three and four years).

Reworded

In May 2014, we entered into aan limited liability company, or LLC,LLC agreement with Kemper to form SLF JV I. We co-invest in senior secured loans of middle-market companies and other corporate debt securities with Kemper through our investment in SLF JV I. SLF JV I is managed by a four person Board of Directors, two of whom are selected by us and two of whom are selected by Kemper. All portfolio decisions and investment decisions in respect of SLF JV I must be approved by the SLF JV I investment committee, which consists of one representative selected by us and one representative selected by Kemper (with approval from a representative of each required). Since we do not have a controlling financial interest in SLF JV I, we do not consolidate SLF JV I. SLF JV I is not an "eligible portfolio company" as defined in section 2(a)(46) of the Investment Company Act. SLF JV I is capitalized pro rata with LLC equity interests as transactions are completed and may be capitalized with additional subordinated notes issued to us and Kemper by SLF JV I. The subordinated notes issued by SLF JV I are referred to as the SLF JV I Notes. The SLF JV I Notes are senior in right of payment to SLF JV I LLC equity interests and subordinated in right of payment to SLF JV I’s secured debt.

Added

__________________ (2) Computed using the weighted average annual interest rate on performing senior secured loans at fair value.

Removed

__________________

Reworded

On March 19, 2021, we became party to the LLC agreement of the Glick JV. The Glick JV invests primarily in senior secured loans of middle-market companies. We co-invest in these securities with GF Equity Funding through the Glick JV. The Glick JV is managed by a four person Board of Directors, two of whom are selected by us and two of whom are selected by GF Equity Funding. All portfolio decisions and investment decisions in respect of the Glick JV must be approved by the Glick JV investment committee, consisting of one representative selected by us and one representative selected by GF Equity Funding (with approval from a representative of each required). Since we do not have a controlling financial interest in the Glick JV, we do not consolidate the Glick JV. The Glick JV is not an "eligible portfolio company" as defined in section 2(a)(46) of the Investment Company Act. The Glick JV is capitalized as transactions are completed. The members provide capital to the Glick JV in exchange for LLC equity interests, and we and GF Debt Funding, an entity advised by affiliates of GF Equity Funding,Funding provide capital to the Glick JV in exchange for subordinated notes issued by the Glick JV, or the Glick JV Notes. The Glick JV Notes are junior in right of payment to the repayment of temporary contributions made by us to fund investments of the Glick JV that are repaid when GF Equity Funding and GF Debt Funding make their capital contributions and fund their Glick JV Notes, respectively.

Added

(2) Computed using the weighted average annual interest rate on performing senior secured loans at fair value.

Reworded

Total investment income for the years ended September 30, 20242025 and 20232024 was $381.7$316.8 million and $379.3$381.7 million, respectively. For the year ended September 30, 2025, this amount consisted of $307.5 million of interest income from portfolio investments (which included $19.4 million of PIK interest), $5.8 million of fee income and $3.5 million of dividend income (which included $0.8 million of PIK dividends). For the year ended September 30, 2024, this amount consisted of $367.1 million of interest income from portfolio investments (which included $20.8 million of PIK interest), $9.2 million of fee income and $5.4 million of dividend income. ForThe the year ended September 30, 2023, this amount consisteddecrease of $368.5 million of interest income from portfolio investments (which included $19.8 million of PIK interest), $6.5 million of fee income and $4.2 million of dividend income. The increase of $2.4$64.9 million, or 0.6%,17.0%, in our total investment income for the year ended September 30, 2024,2025, as compared to the year ended September 30, 2023,2024, was due primarily to $2.7 million of higher fee income from increased prepayment and amendment fees and a $1.1 million increase in dividend income from our investment in SLF JV I. This was partially offset by a $1.4$59.6 million decrease in interest income, which resulted from lowerdecreases OIDin accretionreference rates, a smaller investment portfolio and anthe increaseimpact of certain investments that were placed on non-accrual status, a $1.9 million decrease in thedividend numberincome primarily driven by our investment in SLF JV I and $3.4 million of non-accruallower investments.fee income driven by lower prepayment and amendment fees.

Removed

Expenses

Reworded

Net expenses (i.e., expenses net of fee waivers) for the years ended September 30, 20242025 and 20232024 were $206.6$163.3 million and $198.5$206.6 million, respectively. Net expenses increaseddecreased for the year ended September 30, 2024,2025, as compared to the year ended September 30, 2023,2024, by $8.1$43.3 million, or 4.1%.21.0%. The increasedecrease in net expenses was primarily driven by $17.0 million of higher interest expense due to the impact of rising interest rates on our floating rate liabilities. This was partially offset by a $5.5$23.2 million reduction in Part I incentive fees (net of waivers), $2.2due to the implementation of a total return hurdle and lower total investment income, $12.8 million of lower operatinginterest expensesexpense due to decrease in reference rates and $1.2a lower average borrowings outstanding and $8.9 million of lower management fees (net of waivers). due to the reduction in the annual rate effective July 1, 2024 and lower total assets.

Reworded

Net investment income for the year ended September 30, 20242025 decreased by $5.6$22.4 million compared to the year ended September 30, 2023,2024, as a result of the $2.4$64.9 million increasedecrease in total investment income and thea $8.1$0.9 million increase in the provision for taxes on net investment income, partially offset by a $43.3 million decrease in net expenses.

Reworded

During the years ended September 30, 20242025 and 2023,2024, we recorded net unrealized appreciation (depreciation) of $19.1$(101.2) million and $(28.6)$19.1 million, respectively. For the year ended September 30, 2025, this consisted of $98.4 million of net unrealized depreciation on debt investments and $28.0 million of net unrealized depreciation on equity investments, partially offset by $22.7 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $2.5 million of net unrealized appreciation of foreign currency cash and forward contracts. For the year ended September 30, 2024, this consisted of $69.8 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses), partially offset by $37.5 million of net unrealized depreciation on equity investments, $8.8 million of net unrealized depreciation of foreign currency forward contracts and $4.4 million of net unrealized depreciation on debt investments. For the year ended September 30, 2023, this consisted of $49.1 million of net unrealized depreciation on debt investments and $4.9 million of net unrealized depreciation on equity investments, partially offset by $25.4 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $0.1 million of net unrealized appreciation of foreign currency forward contracts.

Added

For the year ended September 30, 2025, we experienced a net increase in cash and cash equivalents (including restricted cash) of $1.1 million. During that period, net cash provided by operating activities was $228.4 million, primarily from $1,044.7 million of principal payments and sale proceeds received and the cash activities related to $152.6 million of net investment income, partially offset by funding $958.7 million of investments and $11.9 million of net decreases in receivables from unsettled transactions. During the same period, net cash used in financing activities was $229.3 million, primarily consisting of $148.2 million of cash distributions paid to our stockholders, $165.0 million of net repayments under our credit facilities, $10.7 million of repurchases of common stock under dividend reinvestment plan and $8.4 million of deferred financing costs paid, partially offset by $103.0 million of proceeds from issuance of shares.

Added

As of September 30, 2025, we had $79.6 million in cash and cash equivalents, portfolio investments (at fair value) of $2.8 billion, $31.9 million of interest, dividends and fees receivable, $3.2 million of due from portfolio companies, $615.0 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $10.1 million of net payables from unsettled transactions, $545.0 million of borrowings outstanding under our credit facilities and $941.9 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).

Removed

For the year ended September 30, 2022, we experienced a net decrease in cash and cash equivalents (including restricted cash) of $5.3 million. During that period, net cash provided by operating activities was $22.4 million, primarily from $693.7 million of principal payments and sale proceeds received, $22.4 million of net increase in payables from unsettled transactions and the cash activities related to $148.6 million of net investment income, partially offset by funding $702.1 million of investments, $43.9 million of increase in due from broker (cash held at a broker to cover collateral obligations under the interest swap agreement) and $20.5 million increase in due from portfolio companies. During the same period, net cash used in financing activities was $26.8 million, primarily consisting of $115.2 million of cash distributions paid to our stockholders, $1.9 million of repurchases of common stock under our dividend reinvestment plan, DRIP, and $0.3 million of deferred financing costs paid, partially offset by $70.0 million of net borrowings under the credit facilities and $20.6 million of proceeds (net of offering costs) from shares issued under the "at the market" offering.

Removed

As of September 30, 2023, we had $145.5 million in cash and cash equivalents (including $9.1 million of restricted cash), portfolio investments (at fair value) of $2.9 billion, $44.6 million of interest, dividends and fees receivable, $6.3 million of due from portfolio companies, $907.5 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $44.4 million of net receivables from unsettled transactions, $710.0 million of borrowings outstanding under our credit facilities and $890.7 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).

Reworded

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of September 30, 2025, our only off-balance sheet arrangements consisted of $286.0 million of unfunded commitments, which was composed of $258.9 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. Of the $258.9 million, approximately $246.9 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. As of September 30, 2024, our only off-balance sheet arrangements consisted of $311.4 million of unfunded commitments, which was comprised of $284.3 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. Of the $284.3 million, approximately $247.6 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. As of September 30, 2023, our only off-balance sheet arrangements consisted of $232.7 million of unfunded commitments, which was comprised of $205.6 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. Of the $205.6 million, approximately $154.2 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions.

Reworded

The following table reflects information pertaining to our principal debt outstanding under the Syndicated Facility, the OSI2 Citibank Facility,Facility (as defined below), the 2025 Notes (as defined below), the 2027 Notes, the 20272029 Notes and the 20292030 Notes (each as defined below):

Reworded

The following table reflects our contractual obligations arising from the Syndicated Facility, the OSI2 Citibank Facility, the 20252027 Notes, the 20272029 Notes and the 20292030 Notes:

Reworded

(a) The interest due on the 2027 Notes, the 2029 Notes and the 20292030 Notes was calculated net of the interest rate swaps.

Reworded

On January 23, 2023, in connection with the OSI2 Merger, we issued an aggregate of 15,860,200 shares of common stock to former OSI2 stockholders. During the years ended September 30, 2024, 20232024 and 2022,2023, we issued 295,484, 171,645295,484 and 70,794171,645 shares of common stockstock, respectively, as part of the DRIP, respectively.DRIP.

Reworded

We are party to an equity distribution agreement, dated February 7, 2022, as amended, by and among us, the AdviserOaktree and Oaktree Administrator and Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, LLC, Jefferies LLC and Raymond James & Associates, Inc. and SMBC Nikko Securities America, Inc., pursuant to which we may offer and sell shares of our common stock from time to time having an aggregate offering price of up to $300.0 million under our current shelf registration statement. Sales of the common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or similar securities exchanges or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.

Added

In connection with the "at the market" offering, we issued and sold 168,055 shares of common stock during the year ended September 30, 2025 for net proceeds of $3.0 million (net of offering costs).

Added

(1) Net proceeds excludes offering costs of less than $0.1 million.

Added

(2) Represents the gross sales price, including supplemental payments by Oaktree, before deducting placement agent fees and estimated offering expenses.

Added

In connection with the at-the-market offering, an affiliate of Oaktree made supplemental payments to us in an amount equal to $0.3 million during the year ended September 30, 2025 to ensure that the sales price per share of common stock was not less than our current net asset value per share. These amounts are included in gross proceeds in the table above.

Added

(2) Represents the gross sales price before deducting placement agent fees and estimated offering expenses.

Added

On January 31, 2025, we and Oaktree Capital I, L.P., an affiliate of Oaktree, entered into a purchase agreement pursuant to which Oaktree Capital I, L.P. purchased 5,672,149 shares of our common stock on February 3, 2025 for an aggregate purchase price of $100.0 million. These shares were sold at $17.63 per share, which was our net asset value per share on January 31, 2025 as calculated in accordance with Section 23 of the Investment Company Act. Oaktree Capital I, L.P. has agreed not to sell the shares acquired in this transaction through February 3, 2026.

Removed

In connection with the "at the market" offering, we issued and sold 68,752 shares of common stock during the year ended September 30, 2023 for net proceeds of $1.3 million (net of offering costs).

Removed

(1) Net proceeds excludes offering costs of $0.1 million.

Reworded

The following table reflects the distributions per share that we have paid, including shares issued under our DRIP, on our common stock since October 1, 2022. The distributions per share and shares issued under our DRIP information disclosed in this table for dates prior to January 23, 2023 have been retroactively adjusted to reflect our 1-for-3 reverse stock split completed on January 20, 2023 and effective as of the commencement of trading on January 23, 2023.

Reworded

As of September 30, 2024,2025, (i) the size of the our senior secured revolving credit facility, or, as amended and/or restated from time to time, the Syndicated Facility, pursuant to a senior secured revolving credit agreement, with the lenders, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and MUFG Union Bank, N.A. as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents,Facility was $1.218$1.160 billion (with an “accordion” feature that permits us, under certain circumstances, to increase the size of the facility to up to the greater of $1.25$1.50 billion and our net worth (as defined in the Syndicated Facility) on the date of such increase), (ii) the period during which we may make drawings on $1.035 billion of commitments will expire on JuneApril 23,8, 20272029 and the maturity date was JuneApril 23,8, 2028, (iii) the period during which we may make drawings with respect to the remaining commitments will expire on May 4, 2025 and the maturity date is May 4, 20262030 and (iviii) the interest rate margin for (a) SOFR loans (which may be 1- or 3-month,3-month at our option) was 2.00%1.875% plus a SOFR adjustment whichequal rangesto between 0.11448% and 0.26161%0.10% and (b) alternate base rate loans was 1.00%.0.875% plus a SOFR adjustment equal to 0.10%; provided that, if at any time the Borrowing Base (as defined in the Syndicated Facility) is greater than 1.60 times the Combined Debt Amount (as defined in the Syndicated Facility), the interest rate margin with respect to (a) SOFR loans will be 1.75% plus a SOFR adjustment equal to 0.10% and (b) alternate base rate loans will be 0.75% plus a SOFR adjustment equal to 0.10%.

Reworded

As of each of September 30, 20242025 and September 30, 2023,2024, we had $545.0 million and $430.0 million of borrowings outstanding under the Syndicated Facility, which had a fair value of $545.0 million and $430.0 million.million, respectively. Our borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 7.443%,6.467%, 7.443% and 6.792% andfor 2.876%the years for the years ended September 30, 2024,2025, 20232024 and 2022,2023, respectively. For the years ended September 30, 2024,2025, 20232024 and 2022,2023, we recorded interest expense (inclusive of fees) of $39.4$36.8 million, $50.0$39.4 million and $19.5$50.0 million, respectively, related to the Syndicated Facility.

Removed

Citibank Facility

Removed

On March 19, 2021, we became party to a revolving credit facility, or, as amended and/or restated from time to time, the Citibank Facility, with OCSL Senior Funding II LLC, our wholly-owned, special purpose financing subsidiary, as the borrower, us, as collateral manager and seller, each of the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent and custodian. On May 25, 2023, in connection with an amendment to the OSI2 Citibank Facility, the Citibank Facility was terminated.

Removed

Our borrowings under the Citibank Facility bore interest at a weighted average interest rate of 6.781% and 3.179% for the years ended September 30, 2023 and 2022, respectively. For the years ended September 30, 2023 and 2022, we recorded interest expense (inclusive of fees) of $8.0 million and $5.8 million, respectively, related to the Citibank Facility.

Reworded

On January 23, 2023, as a result of the consummation of the OSI2 Merger, we became party to a revolving credit facility, or, as amended and/or restated from time to time, the OSI2 Citibank Facility, with OSI 2 Senior Lending SPV, LLC, or OSI 2 SPV, our wholly-owned and consolidated subsidiary, as the borrower, us, as collateral manager, each of the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent. On May 14, 2025, we repaid all outstanding borrowings under the OSI2 Citibank Facility, following which the OSI2 Citibank Facility was terminated. Obligations under the OSI2 Citibank Facility would have otherwise matured on January 26, 2029.

Added

In connection with the termination of the OSI2 Citibank Facility, we accelerated $3.1 million of deferred financing costs into interest expense during the year ended September 30, 2025.

Removed

As of September 30, 2024, we were able to borrow up to $400 million under the OSI2 Citibank Facility (subject to borrowing base and other limitations). As of September 30, 2024, the OSI2 Citibank Facility had a reinvestment period through May 25, 2027, during which advances may be made, and matures on January 26, 2029. Following the reinvestment period, OSI 2 SPV will be required to make certain mandatory amortization payments. Borrowings under the OSI2 Citibank Facility bear interest payable quarterly at a rate per year equal to SOFR plus 2.35% per annum. After the reinvestment period, the applicable spread is 3.35% per year. There is also a non-usage fee of 0.50% per year on the unused portion of the OSI2 Citibank Facility, payable quarterly; provided that if the unused portion of the OSI2 Citibank Facility is greater than 30% of the commitments under the OSI2 Citibank Facility, the non-usage fee will be based on an unused portion of 30% of the commitments under the OSI2 Citibank Facility. The OSI2 Citibank Facility is secured by a first priority security interest in substantially all of OSI 2 SPV’s assets. As part of the OSI2 Citibank Facility, OSI 2 SPV is subject to certain limitations as to how borrowed funds may be used and the types of loans that are eligible to be acquired by OSI 2 SPV including restrictions on sector concentrations, loan size, tenor and minimum investment ratings (or estimated ratings). The OSI2 Citibank Facility also contains certain requirements relating to interest coverage, collateral quality and portfolio performance, certain violations of which could result in the acceleration of the amounts due under the OSI2 Citibank Facility.

Reworded

As of each of September 30, 2024 and September 30, 2023,2024, we had $280.0 million outstanding under the OSI2 Citibank Facility, which had a fair value of $280.0 million. Our borrowings under the OSI2 Citibank Facility bore interest at a weighted average interest rate of 6.741%, 7.756% and 7.666% for the yearyears ended September 30, 2025, 2024 and 2023, respectively. For the years ended September 30, 2025 and 2024, we recorded interest expense (inclusive of fees) of $14.4 million and $23.8 million, respectively, related to the OSI2 Citibank Facility. For the period from January 23, 2023 to September 30, 2023, respectively. For the year ended September 30, 2024 and the period from January 23, 2023 to September 30, 2023, we recorded interest expense (inclusive of fees) of $23.8$14.6 million and $14.6 million, respectively, related to the OSI2 Citibank Facility.

Reworded

On February 25, 2020, we issued $300.0 million in aggregate principal amount of our 3.500% notes due 2025, or the 2025 NotesNotes, for net proceeds of $293.8 million after deducting OID of $2.5 million, underwriting commissions and discounts of $3.0 million and offering costs of $0.7 million. The OID on the 2025 Notes iswas amortized based on the effective interest method over the term of the notes. The 2025 Notes matured on February 25, 2025.

Reworded

In connection with the 2029 Notes, we entered into an interest rate swap to more closely align the interest rates of itsour liabilities with itsour investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, we receive a fixed interest rate of 7.100% and payspay a floating interest rate of the three-month SOFR plus 3.1255% on a notional amount of $300.0 million. We designated the interest rate swap as the hedging instrument in an effective hedge accounting relationship.

Added

2030 Notes

Added

On February 27, 2025, we issued $300.0 million in aggregate principal amount of the 2030 Notes for net proceeds of $296.3 million after deducting OID of less than $0.1 million, underwriting commissions and discounts of $3.0 million and offering costs of $0.7 million. The OID on the 2030 Notes is amortized based on the effective interest method over the term of the notes.

Added

In connection with the 2030 Notes, we entered into an interest rate swap to more closely align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, we receive a fixed interest rate of 6.340% and pay a floating interest rate of the three-month SOFR plus 2.192% on a notional amount of $300.0 million. We designated the interest rate swap as the hedging instrument in an effective hedge accounting relationship.

Reworded

The below table presents the components of the carrying value of the 2025 Notes, the 2027 Notes, the 2029 Notes and the 20292030 Notes as of September 30, 20242025 and September 30, 20232024:

Added

The below table presents the components of interest and other debt expenses related to the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2030 Notes for the year ended September 30, 2025:

Removed

The below table presents the components of interest and other debt expenses related to the 2025 Notes, the 2027 Notes and the 2029 Notes for the year ended September 30, 2023:

Removed

The below table presents the components of interest and other debt expenses related to the 2025 Notes and the 2027 Notes for the year ended September 30, 2022:

Reworded

To maintain RIC tax treatment, we must, among other things, distribute (or be deemed to distribute) dividends, with respect to each taxable year, of an amount at least equal to 90% of our investment company taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any), determined without regard to any deduction for dividends paid. As a RIC, we are also subject to a federal excise tax, based on distribution requirements of our taxable income on a calendar year basis. We anticipate timely distribution of our taxable income in accordance with tax rules. For the calendar year 2022, we incurred $0.1 million of excise tax. We did not incur a U.S. federal excise tax for calendar year 2023.2023 or 2024. We do not expect to incur a U.S. federal excise tax for calendar year 2024.2025.

Reworded

We have entered into the Investment Advisory Agreement with Oaktree and the Administration Agreement with Oaktree Administrator, an affiliate of Oaktree. Mr. John B. Frank, an interested member of our Board of Directors, has an indirect pecuniary interest in Oaktree. Oaktree is a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is partially and indirectly owned by Oaktree Capital Group, LLC.BOH. See “Note 10. Related Party Transactions – Investment Advisory Agreement” and “– Administrative Services” in the notes to the accompanying Consolidated Financial Statements.

Removed

Co-Chief Investment Officer

Removed

On November 15, 2024, Raghav Khanna was elected as our Co-Chief Investment Officer. Mr. Khanna, 41, is a managing director within Oaktree’s Global Private Debt strategy where he is a co-portfolio manager for its Strategic Credit platform and an investment committee member for its Direct Lending platform. He first joined Oaktree in 2012 as a member of the Global Opportunities group before becoming a founding member of the Strategic Credit strategy in 2014. Prior to joining Oaktree, Mr. Khanna was an investment professional at the Carlyle Group focusing on buyout opportunities in the financial services space and an analyst at Goldman Sachs. Mr. Khanna received a B.S. degree in electrical engineering and economics from Yale University and an M.B.A. from the Stanford Graduate School of Business. Mr. Khanna has no family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of us, and there are no transactions or proposed transactions, to which we are a party, or intended to be a party, in which Mr. Khanna has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-05 (period ending 2026-06-30) with 10-Q filed 2026-05-05 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There have been no material changes during the three months ended June 30, 2026 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2025.

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Reworded

There have been no material changes during the three months ended MarchJune 31,30, 2026 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2025.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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Comparison of Threethree and Sixnine Monthsmonths ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025
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During the three months ended MarchJune 31,30, 2026 and 2025, we recorded net unrealized depreciationappreciation of $39.3$48.2 million and $82.0$18.6 million, respectively. For the three months ended MarchJune 31,30, 2026, this consisted of $45.4 million of net unrealized depreciation on debt investments and $18.6 million of net unrealized depreciation on equity investments, partially offset by $22.4$52.5 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $2.3$1.5 million of net unrealized appreciation of foreign currency cash and forward contracts.contracts, Forpartially theoffset threeby months ended March 31, 2025, this consisted of $63.0 million of net unrealized depreciation on debt investments, $10.0$5.2 million of net unrealized depreciation on equity investments and $14.7$0.7 million of net unrealized depreciation on debt investments. For the three months ended June 30, 2025, this consisted of $14.2 million of net unrealized appreciation on equity investments, $1.9 million of net unrealized appreciation of foreign currency forward contracts, partially$1.5 offsetmillion byof $5.7net unrealized appreciation on debt investments and $0.9 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses).
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Total investment income for the sixnine months ended MarchJune 31,30, 2026 and 2025 was $145.5$214.9 million and $164.2$239.5 million, respectively. For the sixnine months ended MarchJune 31,30, 2026, this amount consisted of $139.5$206.3 million of interest income from portfolio investments (which included $7.3$12.5 million of PIK interest), $4.3$5.2 million of fee income and $1.7$3.3 million of dividend income (which included $1.2$1.4 million of PIK dividends). For the sixnine months ended MarchJune 31,30, 2025, this amount consisted of $159.2$233.7 million of interest income from portfolio investments (which included $10.3$15.3 million of PIK interest), $3.4$3.7 million of fee income and $1.6$2.1 million of dividend income. The decrease of $18.7$24.6 million, or 11.4%,10.3%, in our total investment income for the sixnine months ended MarchJune 31,30, 2026, as compared to the sixnine months ended MarchJune 31,30, 2025, was due primarily to a $19.7$27.4 million decrease in interest income that primarily resulted from decreases in reference rates, partially offset by $0.9 million of higher fee income driven by higher prepayment and amendment feesrates and a $0.1lower millionaverage increaseportfolio in dividend income primarily driven by dividends earned on certain equity investments.balance.
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Total investment income for the three months ended MarchJune 31,30, 2026 and 2025 was $70.4$69.4 million and $77.6$75.3 million, respectively. For the three months ended MarchJune 31,30, 2026, this amount consisted of $68.7$66.8 million of interest income from portfolio investments (which included $3.5$5.2 million of PIK interest), $1.3$1.0 million of fee income and $0.4$1.6 million of dividend income (which included $0.4$0.2 million of PIK dividends). For the three months ended MarchJune 31,30, 2025, this amount consisted of $75.1$74.5 million of interest income from portfolio investments (which included $4.5$5.1 million of PIK interest), $1.7$0.3 million of fee income and $0.8$0.5 million of dividend income. The decrease of $7.2$5.8 million, or 9.3%,7.8%, in our total investment income for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, was due primarily to a $6.4$7.6 million decrease in interest income that primarily resulted from decreases in reference rates, $0.4 million of lower fee income driven by lower prepayment and amendment fees and a $0.4 million decrease in dividend income.rates.
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Net expenses (i.e., expenses net of fee waivers) for the sixnine months ended MarchJune 31,30, 2026 and 2025 were $74.4$111.0 million and $80.3$122.1 million, respectively. Net expenses decreased for the sixnine months ended MarchJune 31,30, 2026, as compared to the sixnine months ended MarchJune 31,30, 2025, by $5.9$11.0 million, or 7.4%.9.1%. The decrease in net expenses was primarily driven by $6.5$13.4 million of lower interest expense due to decrease in reference rates and a lower average borrowings outstandingoutstanding, and $0.3$0.2 million of lower net base management fee and $0.2 million of lower general and administrative expenses, partially offset by $1.6 million of higher Part I incentive fees (net of waiver), partially offset by $0.4$0.6 million of higher professional fees,fees $0.4and $0.5 million of higher administrator expense and $0.2 million of higher general and administrative expenses.expense.
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As of MarchJune 31,30, 2026 and September 30, 2025, we and GF Equity Funding owned 87.5% and 12.5%, respectively, of the outstanding LLC equity interests, and we and GF Debt Funding owned 87.5% and 12.5%, respectively, of the Glick JV Notes. Approximately $74.8 million in aggregate commitments were funded as of June 30, 2026, of which $65.5 million was from us. Approximately $84.0 million in aggregate commitments was funded as of each of March 31, 2026 and September 30, 2025, of which $73.5 million was from us. As of eachJune 30, 2026, we had commitments to fund Glick JV Notes of March$58.3 31,million, 2026all andof which was funded. As of September 30, 2025, we had commitments to fund Glick JV Notes of $78.8 million, of which $12.4 million was unfunded. As of eachJune 30, 2026, we had commitments to fund LLC equity interests in the Glick JV of March$21.1 31,million, 2026of andwhich $14.0 million were unfunded. As of September 30, 2025, we had commitments to fund LLC equity interests in the Glick JV of $8.7 million, of which $1.6 million was unfunded.
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•the impact of current global economic conditions, including those caused by inflation, an elevated (but decreasing) interest rate environment and geopolitical events or all of the foregoing.

Reworded

Our investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions, including first lien loans (which may include “unitranche” loans and “last out” first lien loans, which are loans that are second priority behind “first out” first lien loans), second lien loans, unsecured and mezzanine loans, bonds,bonds and preferred equity and certaincommon equity, including equity co-investments. We may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions. Our portfolio may also include certain structured finance and other non-traditional structures. We invest in companies that typically possess resilient business models with strong underlying fundamentals. We intend to deploy capital across credit and economic cycles with a focus on long-term results, which we believe will enable us to build lasting partnerships with financial sponsors and management teams, and we may seek to opportunistically take advantage of dislocations in the financial markets and other situations that may benefit from Oaktree’s credit and structuring expertise. Sponsors may include financial sponsors, such as an institutional investor or a private equity firm, or a strategic entity seeking to invest in a portfolio company. We generally invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “high yield” and “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Reworded

The fair value of our investments as of MarchJune 31,30, 2026 and September 30, 2025 was determined by Oaktree, as the Board of Directors' valuation designee. We have and will continue to engage independent valuation firms to provide assistance each quarter regarding the determination of the fair value of a portion of our portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. As of MarchJune 31,30, 2026, 99.9% of our portfolio at fair value was valued either based on market quotations, the transactions precedent approach or corroborated by independent valuation firms.

Reworded

As of MarchJune 31,30, 2026, we held $2,766.4$2,741.8 million of investments at fair value, down from $2,847.8 million held at September 30, 2025, primarily driven by realized and unrealized losses during the sixnine months ended MarchJune 31,30, 2026. As of MarchJune 31,30, 2026 and September 30, 2025, approximately 95.6%95.9% and 94.8%, respectively, of our total assets represented investments at fair value.

Reworded

Interest income, adjusted for accretion of original issue discount, or OID, is recorded on an accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of MarchJune 31,30, 2026, there were tensix investments on non-accrual status that in the aggregate represented 5.9%4.2% and 2.6%1.8% of total debt investments at cost and fair value, respectively. As of September 30, 2025, there were ten investments on non-accrual status that in aggregate represented 6.5% and 3.0% of total debt investments at cost and fair value, respectively.

Reworded

During the sixnine months ended MarchJune 31,30, 2026, we originated $520.7$727.1 million of investment commitments in 3845 new and 1825 existing portfolio companies and funded $512.4$747.9 million of investments.

Reworded

During the sixnine months ended MarchJune 31,30, 2026, we received $512.6$775.4 million of proceeds from prepayments, exits, other paydowns and sales and exited 1926 portfolio companies.

Reworded

As of MarchJune 31,30, 2026 and September 30, 2025, we and Kemper owned, in the aggregate, 87.5% and 12.5%, respectively, of the LLC equity interests of SLF JV I and the outstanding SLF JV I Notes. As of each of MarchJune 31,30, 2026 and September 30, 2025, we and Kemper had funded approximately $190.5 million to SLF JV I, of which $166.7 million was from us. As of each of MarchJune 31,30, 2026 and September 30, 2025, we had aggregate commitments to fund SLF JV I of $13.1 million, of which approximately $9.8 million was to fund additional SLF JV I Notes and approximately $3.3 million was to fund LLC equity interests in SLF JV I.

Reworded

Both the cost and fair value of our SLF JV I Notes were $84.5 million as of June 30, 2026 and $112.7 million as of each of March 31, 2026 and September 30, 2025. We earned interest income of $3.0$1.9 million and $6.3$8.2 million on the SLF JV I Notes for the three and sixnine months ended MarchJune 31,30, 2026, respectively. We earned interest income of $3.2$3.3 million and $6.7$9.9 million on the SLF JV I Notes for the three and sixnine months ended MarchJune 31,30, 2025, respectively. As of MarchJune 31,30, 2026, the SLF JV I Notes bore interest at a rate of one-month secured overnight financing rate, or SOFR, plus 7.00%5.00% per annum with a SOFR floor of 1.00% and will mature on December 29, 2028.2030.

Reworded

The cost and fair value of the LLC equity interests in SLF JV I held by us was $54.8$83.0 million and $0.1$28.7 million, respectively, as of MarchJune 31,30, 2026, and $54.8 million and $11.9 million, respectively, as of September 30, 2025. We earned zero$1.4 million and $0.5$1.9 million in dividend income for the three and sixnine months ended MarchJune 31,30, 2026, respectively, with respect to our investment in the LLC equity interests of SLF JV I. We earned $0.7$0.5 million and $1.4$1.9 million in dividend income for the three and sixnine months ended MarchJune 31,30, 2025, respectively, with respect to its investment in the LLC equity interests of SLF JV I.

Reworded

Below is a summary of SLF JV I's portfolio as of MarchJune 31,30, 2026 and September 30, 2025:

Reworded

As of MarchJune 31,30, 2026 and September 30, 2025, we and GF Equity Funding owned 87.5% and 12.5%, respectively, of the outstanding LLC equity interests, and we and GF Debt Funding owned 87.5% and 12.5%, respectively, of the Glick JV Notes. Approximately $74.8 million in aggregate commitments were funded as of June 30, 2026, of which $65.5 million was from us. Approximately $84.0 million in aggregate commitments was funded as of each of March 31, 2026 and September 30, 2025, of which $73.5 million was from us. As of eachJune 30, 2026, we had commitments to fund Glick JV Notes of March$58.3 31,million, 2026all andof which was funded. As of September 30, 2025, we had commitments to fund Glick JV Notes of $78.8 million, of which $12.4 million was unfunded. As of eachJune 30, 2026, we had commitments to fund LLC equity interests in the Glick JV of March$21.1 31,million, 2026of andwhich $14.0 million were unfunded. As of September 30, 2025, we had commitments to fund LLC equity interests in the Glick JV of $8.7 million, of which $1.6 million was unfunded.

Reworded

The cost and fair value of our aggregate investment in the Glick JV was $53.9$54.3 million and $41.5$41.3 million, respectively, as of MarchJune 31,30, 2026. The cost and fair value of our aggregate investment in the Glick JV was $53.1 million and $46.1 million, respectively, as of September 30, 2025. For the three and sixnine months ended MarchJune 31,30, 2026, our investment in the Glick JV Notes earned interest income of $1.6$1.4 million and $3.3$4.7 million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, the Company's investment in the Glick JV Notes earned interest income of $1.7 million and $3.4$5.1 million, respectively. We did not earn any dividend income for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 with respect to our investment in the LLC equity interests of the Glick JV.

Reworded

Below is a summary of the Glick JV's portfolio as of MarchJune 31,30, 2026 and September 30, 2025:

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Comparison of Threethree and Sixnine Monthsmonths ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Reworded

Total investment income for the three months ended MarchJune 31,30, 2026 and 2025 was $70.4$69.4 million and $77.6$75.3 million, respectively. For the three months ended MarchJune 31,30, 2026, this amount consisted of $68.7$66.8 million of interest income from portfolio investments (which included $3.5$5.2 million of PIK interest), $1.3$1.0 million of fee income and $0.4$1.6 million of dividend income (which included $0.4$0.2 million of PIK dividends). For the three months ended MarchJune 31,30, 2025, this amount consisted of $75.1$74.5 million of interest income from portfolio investments (which included $4.5$5.1 million of PIK interest), $1.7$0.3 million of fee income and $0.8$0.5 million of dividend income. The decrease of $7.2$5.8 million, or 9.3%,7.8%, in our total investment income for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, was due primarily to a $6.4$7.6 million decrease in interest income that primarily resulted from decreases in reference rates, $0.4 million of lower fee income driven by lower prepayment and amendment fees and a $0.4 million decrease in dividend income.rates.

Reworded

Total investment income for the sixnine months ended MarchJune 31,30, 2026 and 2025 was $145.5$214.9 million and $164.2$239.5 million, respectively. For the sixnine months ended MarchJune 31,30, 2026, this amount consisted of $139.5$206.3 million of interest income from portfolio investments (which included $7.3$12.5 million of PIK interest), $4.3$5.2 million of fee income and $1.7$3.3 million of dividend income (which included $1.2$1.4 million of PIK dividends). For the sixnine months ended MarchJune 31,30, 2025, this amount consisted of $159.2$233.7 million of interest income from portfolio investments (which included $10.3$15.3 million of PIK interest), $3.4$3.7 million of fee income and $1.6$2.1 million of dividend income. The decrease of $18.7$24.6 million, or 11.4%,10.3%, in our total investment income for the sixnine months ended MarchJune 31,30, 2026, as compared to the sixnine months ended MarchJune 31,30, 2025, was due primarily to a $19.7$27.4 million decrease in interest income that primarily resulted from decreases in reference rates, partially offset by $0.9 million of higher fee income driven by higher prepayment and amendment feesrates and a $0.1lower millionaverage increaseportfolio in dividend income primarily driven by dividends earned on certain equity investments.balance.

Reworded

Net expenses (i.e., expenses net of fee waivers) for the three months ended MarchJune 31,30, 2026 and 2025 were $36.0$36.6 million and $38.2$41.7 million, respectively. Net expenses decreased for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, by $2.2$5.1 million, or 5.8%.12.3%. The decrease in net expenses was primarily driven by $2.6$6.9 million of lower interest expense due to decrease in reference rates and arates, lower average borrowings outstanding,outstanding and $0.4 million of lower general and administrative expense, partially offset by $0.3$2.0 million of higher administratorPart expenseI incentive fees (net of waiver) and $0.2 million of higher generalprofessional and administrative expenses.fees.

Reworded

Net expenses (i.e., expenses net of fee waivers) for the sixnine months ended MarchJune 31,30, 2026 and 2025 were $74.4$111.0 million and $80.3$122.1 million, respectively. Net expenses decreased for the sixnine months ended MarchJune 31,30, 2026, as compared to the sixnine months ended MarchJune 31,30, 2025, by $5.9$11.0 million, or 7.4%.9.1%. The decrease in net expenses was primarily driven by $6.5$13.4 million of lower interest expense due to decrease in reference rates and a lower average borrowings outstandingoutstanding, and $0.3$0.2 million of lower net base management fee and $0.2 million of lower general and administrative expenses, partially offset by $1.6 million of higher Part I incentive fees (net of waiver), partially offset by $0.4$0.6 million of higher professional fees,fees $0.4and $0.5 million of higher administrator expense and $0.2 million of higher general and administrative expenses.expense.

Reworded

Net investment income for the three months ended MarchJune 31,30, 2026 decreased by $4.7$1.0 million compared to the three months ended MarchJune 31,30, 2025, as a result of the $7.2$5.8 million decrease in total investment income,income partiallyand offset by a $2.2$0.2 million decrease in net expenses and a $0.3 million decreaseincrease in the provision for taxes on net investment income.income, partially offset by a $5.1 million decrease in net expenses.

Reworded

Net investment income for the sixnine months ended MarchJune 31,30, 2026 decreased by $12.3$13.3 million compared to the sixnine months ended MarchJune 31,30, 2025, as a result of the $18.7$24.6 million decrease in total investment income, partially offset by a $5.9$11.0 million decrease in net expenses and a $0.5$0.3 million decrease in the provision for taxes on net investment income.

Reworded

During the three months ended MarchJune 31,30, 2026 and 2025, we recorded aggregate net realized gains (losses) of $(13.6)$49.5 million and $6.7$13.4 million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. During the sixnine months ended MarchJune 31,30, 2026 and 2025, we recorded aggregate net realized losses of $12.3$61.8 million and $10.6$24.0 million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. See “Note 8. Realized Gains or Losses and Net Unrealized Appreciation or Depreciation” in the notes to the accompanying Consolidated Financial Statements for more details regarding investment realization events for the three and sixnine months ended MarchJune 31,30, 2026 and 2025.

Reworded

During the three months ended MarchJune 31,30, 2026 and 2025, we recorded net unrealized depreciationappreciation of $39.3$48.2 million and $82.0$18.6 million, respectively. For the three months ended MarchJune 31,30, 2026, this consisted of $45.4 million of net unrealized depreciation on debt investments and $18.6 million of net unrealized depreciation on equity investments, partially offset by $22.4$52.5 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $2.3$1.5 million of net unrealized appreciation of foreign currency cash and forward contracts.contracts, Forpartially theoffset threeby months ended March 31, 2025, this consisted of $63.0 million of net unrealized depreciation on debt investments, $10.0$5.2 million of net unrealized depreciation on equity investments and $14.7$0.7 million of net unrealized depreciation on debt investments. For the three months ended June 30, 2025, this consisted of $14.2 million of net unrealized appreciation on equity investments, $1.9 million of net unrealized appreciation of foreign currency forward contracts, partially$1.5 offsetmillion byof $5.7net unrealized appreciation on debt investments and $0.9 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses).

Reworded

During the sixnine months ended MarchJune 31,30, 2026 and 2025, we recorded net unrealized depreciation of $71.8$23.5 million and $101.6$83.1 million, respectively. For the sixnine months ended MarchJune 31,30, 2026, this consisted of $59.8$59.9 million of net unrealized depreciation on debt investments and $34.1$36.5 million of net unrealized depreciation on equity investments, partially offset by $19.6$68.8 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $2.4$4.0 million of net unrealized appreciation of foreign currency cash and forward contracts. For the sixnine months ended MarchJune 31,30, 2025, this consisted of $85.7$88.6 million of net unrealized depreciation on debt investments, $28.2$13.8 million of net unrealized depreciation on equity investments and $4.2$2.3 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $16.5$21.6 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses).

Reworded

Our primary uses of cash are for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including our expenses, the management and incentive fees and any indemnification obligations), (3) debt service of borrowings and (4) cash distributions to stockholders. We may also from time to time repurchase or redeem some or all of our outstanding notes. At a special meeting of our stockholders held on June 28, 2019, our stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us effective as of June 29, 2019. As a result of the reduced asset coverage requirement, we can incur $2 of debt for each $1 of equity as compared to $1 of debt for each $1 of equity. As of MarchJune 31,30, 2026, we had $1,490.0$1,454.7 million in senior securities and our asset coverage ratio was 192.20%.194.16%. As of MarchJune 31,30, 2026, our target debt to equity ratio was 0.90x to 1.25x (i.e., one dollar of equity for each $0.90 to $1.25 of debt outstanding) and our net debt to equity ratio was 1.04x.1.02x.

Reworded

For the sixnine months ended MarchJune 31,30, 2026, we experienced a net decrease in cash and cash equivalents of $28.4$39.7 million. During that period, net cash provided by operating activities was $47.2$104.8 million, primarily from $520.5$783.8 million of principal payments and sale proceeds received, the cash activities related to $71.1$103.6 million of net investment incomeincome, a $13.8 million decrease in amounts due from broker and $9.0a $9.5 million of decrease in interest, dividends and fees receivable, partially offset by funding $510.0$743.9 million of investments, $15.6$31.7 million of increase in receivables from unsettled transactions and $11.8$10.1 million of decrease in payables from unsettled transactions. During the same period, net cash used by financing activities was $75.5$144.5 million, primarily consisting of $68.2$97.1 million of cash distributions paid to our stockholders and $5.0$44.0 million of net repayments under our credit facilities.

Reworded

For the sixnine months ended MarchJune 31,30, 2025, we experienced a net increase in cash and cash equivalents (including restricted cash) of $29.7$1.3 million. During that period, net cash provided by operating activities was $206.0$227.0 million, primarily from $640.3$871.8 million of principal payments and sale proceeds received and the cash activities related to $83.4$116.8 million of net investment income, partially offset by funding $600.9$739.4 million of investments,investments $93.6and $9.1 million of net increasesdecreases in payables from unsettled transactions and a $8.1 million increase in due from broker.transactions. During the same period, net cash used in financing activities was $177.3$229.1 million, primarily consisting of $80.9$114.1 million of cash distributions paid to our stockholders, $190.0$200.0 million of net repayments under our credit facilities, partially offset by $103.0 million of proceeds from issuance of shares.

Reworded

As of MarchJune 31,30, 2026, we had $51.3$39.9 million in cash and cash equivalents, portfolio investments (at fair value) of $2.8$2.7 billion, $22.9$23.0 million of interest, dividends and fees receivable, $0.3$0.2 million of due from portfolio companies, $620.0$659.0 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $17.3$31.7 million of net receivables from unsettled transactions, $540.0$501.0 million of borrowings outstanding under our credit facilities and $941.7$937.8 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).

Reworded

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of MarchJune 31,30, 2026, our only off-balance sheet arrangements consisted of $276.7$235.4 million of unfunded commitments, which was composed of $249.6$208.3 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. All of the $276.7$235.4 million of unfunded commitments can be drawn immediately. As of September 30, 2025, our only off-balance sheet arrangements consisted of $286.0 million of unfunded commitments, which was comprised of $258.9 million to provide debt and equity financing to certain of its portfolio companies and $27.1 million to provide financing to the JVs. Of the $258.9 million, approximately $246.9 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions.

Reworded

As of MarchJune 31,30, 2026, we have analyzed cash and cash equivalents, availability under our credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believe our liquidity and capital resources are sufficient to invest in market opportunities as they arise.

Reworded

During the three and sixnine months ended MarchJune 31,30, 2026 and 2025, we did not issue any shares of common stock as part of the dividend reinvestment plan, or DRIP.

Reworded

In connection with the "at the market" offering, we did not issue and sell any shares of common stock during the sixnine months ended MarchJune 31,30, 2026.

Reworded

In connection with the "at the market" offering, the Company issued and sold 168,055 shares of common stock during the sixnine months ended MarchJune 31,30, 2025 for net proceeds of $3.0 million (net of offering costs).

Reworded

As of MarchJune 31,30, 2026, (i) the size of our senior secured revolving credit facility, or, as amended and/or restated from time to time, the Syndicated Facility, pursuant to a senior secured revolving credit agreement, with the lenders, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, was $1.160 billion (with an “accordion” feature that permits us, under certain circumstances, to increase the size of the facility to up to the greater of $1.50 billion and our net worth (as defined in the Syndicated Facility) on the date of such increase), (ii) the period during which we may make drawings will expire on April 8, 2029 and the maturity date was April 8, 2030 and (iii) the interest rate margin for (a) SOFR loans (which may be 1- or 3-month at our option) was 1.875% plus a SOFR adjustment equal to 0.10% and (b) alternate base rate loans was 0.875% plus a SOFR adjustment equal to 0.10%; provided that, if at any time the Borrowing Base (as defined in the Syndicated Facility) is greater than 1.60 times the Combined Debt Amount (as defined in the Syndicated Facility), the interest rate margin with respect to (a) SOFR loans will be 1.75% plus a SOFR adjustment equal to 0.10% and (b) alternate base rate loans will be 0.75% plus a SOFR adjustment equal to 0.10%.

Reworded

The following table describes significant financial covenants, as of MarchJune 31,30, 2026, with which we must comply under the Syndicated Facility on a quarterly basis:

Reworded

___________ (1) As contractually required, we report financial covenants based on the last filed quarterly or annual report, in this case our Quarterly Report on Form 10-Q for the quarter ended DecemberMarch 31, 2025.2026. We were in compliance with all financial covenants under the Syndicated Facility based on the financial information contained in this Quarterly Report on Form 10-Q.

Reworded

As of MarchJune 31,30, 2026 and September 30, 2025, we had $540.0$501.0 million and $545.0 million of borrowings outstanding under the Syndicated Facility, which had a fair value of $540.0$501.0 million and $545.0 million, respectively. Our borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 5.798%5.744% and 6.651%6.533% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. For the three and sixnine months ended MarchJune 31,30, 2026, we recorded interest expense (inclusive of fees) of $10.4$8.9 million and $20.7$29.6 million, respectively, related to the Syndicated Facility. For the three and sixnine months ended MarchJune 31,30, 2025, we recorded interest expense (inclusive of fees) of $8.4$9.7 million and $17.8$27.5 million, respectively, related to the Syndicated Facility.

Reworded

The below table presents the components of the carrying value of the 2027 Notes, the 2029 Notes and the 2030 Notes as of MarchJune 31,30, 2026 and September 30, 2025:

Reworded

The below table presents the components of interest and other debt expenses related to the 2027 Notes, the 2029 Notes and the 2030 Notes for the three and sixnine months ended MarchJune 31,30, 2026:

Reworded

The below table presents the components of interest and other debt expenses related to the 2025 Notes, the 2027 Notes, the 2029 Notes and the 20292030 Notes for the three and sixnine months ended MarchJune 31,30, 2025:

Reworded

We have entered into the Investment Advisory Agreement with Oaktree and the Administration Agreement with Oaktree Administrator, an affiliate of Oaktree. Mr. John B. Frank, an interested member of our Board of Directors, has an indirect pecuniary interest in Oaktree. Oaktree is a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is partially and indirectly owned by Brookfield OaktreeCorporation Holdings,and LLC.Brookfield Asset Management Ltd. See “Note 10. Related Party Transactions – Investment Advisory Agreement” and “– Administrative Services” in the notes to the accompanying Consolidated Financial Statements.

Reworded

On AprilJuly 27, 2026, our Board of Directors declared quarterly and supplemental distributions of $0.30 per share and $0.04$0.03 per share, respectively, payable in cash on JuneSeptember 30, 2026 to stockholders of record on JuneSeptember 15, 2026.

OCSL insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 1,700 shares, about $21.6K) and open-market sales in 0 filings. Net open-market shares: 1,700 (purchases minus sales); net value about $21.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-12Panossian Armen
See Remarks
Open-market purchase 1,700$12.69 $21.6K22,489 SEC

Well-known investors holding OCSL (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Oaktree Capital Management (Howard Marks) COMMON STOCK2026-06-307,872,199$94.0M1.77%Added 325%
Two Sigma Investments COM2026-06-30340,283$4.1M0.0%Reduced 61%
Citadel Advisors (Ken Griffin) COM2026-06-30155,865$1.9M0.0%Reduced 54%
AQR Capital Management (Cliff Asness) COM2026-06-3087,385$1.0M0.0%Added 145%
Millennium Management (Israel Englander) COM2026-06-3027,724$313.3K—Sold out
D. E. Shaw & Co. COM2026-06-3024,714$279.3K—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when OCSL files, watchlists and downloadable comparisons.