Blue Owl Capital (OBDC) Risk Factors: 2026 10-K, What Changed

What the changes say

The risk section adds detailed compliance risks involving privacy, sanctions, anti-corruption, ESG disclosures and AI.
Cybersecurity is more prominent, including AI-enabled attacks and exposure of confidential investment information.
Credit documentation risks now emphasize inter-creditor control, CLO coverage tests and derivatives regulation.
Broad macroeconomic and financing risks were consolidated, while SOFR, merger, leverage and borrowing-facility risks were removed.

What changed since the prior 10-K

New

New
Difficult market and geopolitical conditions could have a significant adverse effect on our business, financial condition and results of operations
Global financial, political and geopolitical events—including tariffs, wars, shutdowns, labor disruptions and disasters—could hurt results.
NewRisks Related to Our Business
or different risk assessments than us. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do
Competitors with more capital, lower costs, higher risk tolerance or less regulation may win investments through better pricing or terms.
NewRisks Related to Our Business
Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships
More sophisticated ransomware, email compromise, social engineering and AI-enabled attacks could disrupt operations or expose confidential investment information.
NewRisks Related to Our Business
Use of AI technologies by us could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal, and regulatory risks in ways that we cannot predict
Our or portfolio companies’ AI use could make underwriting obsolete, create unpredictable legal risks, expose data or give competitors an advantage.
NewRisks Related to Our Business
There may be substantial financial penalties or fines for a failure to comply with applicable Privacy Laws (which may include insufficient security for our personal or other sensitive information). For example, failure to comply with Regulation (EU) 2016/679 (the “GDPR”)
Privacy-law violations, including inadequate security or delayed breach notifications under GDPR and amended SEC Regulation S-P, could trigger fines.
NewRisks Related to Our Business
For example, the SEC sometimes reviews compliance with ESG commitments in examinations, and it has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investors
California climate-disclosure and climate-claim laws could create additional reporting, assurance, legal and compliance costs despite pending litigation.
NewRisks Related to Our Investments
secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any
Inter-creditor agreements may let first-priority lenders control collateral enforcement, amendments, lien releases and default waivers even when our rights suffer.
NewRisks Related to Our Investments
unrealized losses on any such contracts we have entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio
Dodd-Frank reporting, documentation, position-limit and recordkeeping rules could make uncleared OTC derivatives costlier, less liquid or less effective.
NewRisks Related to Our Investments
Under the CLO Indentures governing the CLO Transactions, there are two coverage tests applicable to CLO Debt. These tests apply to each CLO Transaction separately
A CLO coverage-test failure could force redemption of CLO debt, reducing or eliminating distributions from CLO Preferred Shares.
NewRisks Related to U.S. Federal Income Tax
Economic sanction laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies
Changing U.S. and foreign sanctions can restrict lending and transactions, causing penalties, enforcement exposure and reputational damage.
NewRisks Related to U.S. Federal Income Tax
Failure to comply with anti-corruption laws or with regulations regarding the prevention of money laundering or terrorism or national security could adversely affect our business
Anti-corruption, anti-money-laundering and terrorism-financing requirements may eliminate investments and impose verification burdens, penalties and reputational harm.

Dropped

Dropped
We are subject to risks related to the Mergers
DroppedRisks Related to the Economy
Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations
DroppedRisks Related to the Economy
Economic recessions or downturns could impair our portfolio companies and harm our operating results
Mergers may fail to deliver expected benefits or lead to litigation.
DroppedRisks Related to Our Business
In addition to having fixed-dollar claims on our assets that are superior to the claims of our common shareholders, obligations to lenders may be secured by a first priority security interest in our portfolio of investments and cash
DroppedRisks Related to Our Business
Provisions in our current borrowings or any other future borrowings may limit discretion in operating our business
DroppedRisks Related to Our Business
the Revolving Credit Facility which could have a material adverse impact on our ability to fund future investments and to make distributions
DroppedRisks Related to Our Business
We are subject to risks associated with the market’s limited experience with SOFR, which will affect our cost of capital and results of operations
DroppedRisks Related to Our Business
Beginning in the first quarter of 2022, we transitioned any LIBOR-based investments to SOFR and currently none of our investments are indexed to LIBOR
DroppedRisks Related to Our Business
Internal and external cybersecurity threats and risks, as well as other disasters, may adversely affect our business or the business of our portfolio companies by impairing the ability to conduct business effectively
DroppedRisks Related to Our Business
We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations
DroppedRisks Related to the Mergers
We may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits
Global economic, political and market conditions, including U.S. financial stability uncertainty, could hurt results.
DroppedRisks Related to Our Adviser and Its Affiliates
Our Adviser or its affiliates may have incentives to favor their respective other accounts and clients and/or Blue Owl over us, which may result in conflicts of interest that could be harmful to us
DroppedRisks Related to Our Adviser and Its Affiliates
other clients, subject to applicable law; restrictions on our Adviser’s use of “inside information” with respect to potential investments by us; the allocation of certain expenses; and cross transactions
Recessions could impair portfolio companies’ ability to repay debt investments.
DroppedRisks Related to Our Adviser and Its Affiliates
The recommendations given to us by our Adviser may differ from those rendered to their other clients
DroppedRisks Related to Our Adviser and Its Affiliates
Our Adviser’s inability to attract, retain and develop human capital in a highly competitive talent market could have an adverse effect on our Adviser, and thus us
DroppedRisks Related to Our Investments
or we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure shareholders that the actions taken will be in our best interests
DroppedRisks Related to Our Investments
company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets
DroppedRisks Related to Our Investments
cumulative preferred stock, there is no assurance that any dividends will ever be paid by a portfolio company. Dividends to any equity holders may be suspended or cancelled at any time
DroppedRisks Related to Our Investments
characterize our debt investment and subordinate all or a portion of our claim to that of other creditors. In situations where a bankruptcy carries a high degree of political significance, our legal rights may be subordinated to other creditors
Lenders’ secured claims and BDC leverage rules could subordinate shareholders and constrain financing.
DroppedRisks Related to Our Investments
between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure
DroppedRisks Related to Our Investments
The CLO Indentures require mandatory redemption of the respective CLO Debt for failure to satisfy coverage tests, which would reduce the amounts available for distribution to us
DroppedRisks Related to Our Investments
Our investments in portfolio companies may expose us to environmental risks
Borrowing covenants could restrict liens, refinancing, restructuring and additional financing.
DroppedRisks Related to an Investment in Our Common Stock
We cannot assure you that the market price of shares of our common stock will not decline
Revolving-credit restrictions or portfolio-performance failures could reduce funding, liquidity and distributions.
DroppedRisks Related to an Investment in Our Common Stock
preferred stock or debt securities. This decline in net asset value would also tend to cause a greater decline in the market price, if any, for our common stock
DroppedRisks Related to U.S. Federal Income Tax
If we fail to qualify for or maintain RIC tax treatment for any reason and are subject to U.S. federal income tax imposed at corporate rates, the resulting taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions
DroppedRisks Related to U.S. Federal Income Tax
Government intervention in the credit markets could adversely affect our business
DroppedRisks Related to U.S. Federal Income Tax
We may experience fluctuations in our operating results

Reworded

93% rewrittenRisks Related to Our Business
We are subject to increasing scrutiny from regulators with respect to ESG-related issues and the regulatory disclosure landscape surrounding related topics continues to evolve
The risk drops the SEC climate-disclosure rule example and litigation status, leaving broader evolving ESG-regulation concerns.
Was: We are subject to increasing scrutiny with respect to ESG-related issues and the regulatory disclosure landscape surrounding related topics continues to evolve
89% rewrittenRisks Related to Our Adviser and Its Affiliates
Our Adviser and its affiliates may face conflicts of interest with respect to services performed for their respective other accounts and clients or issuers in which we may invest
No substantive change; it continues to describe Adviser and affiliate compensation and GP Strategic Capital conflicts.
Was: Our Adviser and its affiliates may face conflicts of interest with respect to services performed for issuers in which we may invest
85% rewrittenRisks Related to Our Business
Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business
The risk adds SEC scrutiny and May 2024 Regulation S-P incident-response requirements for customer-information breaches.
77% rewrittenRisks Related to Our Business
We are subject to risks in using custodians, counterparties, administrators and other agents
The focus shifts from custodians, counterparties and agents to failures or damage affecting the Company’s and third parties’ operating systems.
76% rewrittenRisks Related to Our Investments
We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient
The risk now adds that owners’ or managers’ acts or omissions could reduce collateral value before default.
74% rewrittenRisks Related to Our Investments
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims
The risk adds that politically significant bankruptcies may subordinate legal rights to other creditors.
69% rewritten
We are subject to risks related to macroeconomic factors
The macro section is reframed around difficult conditions, future inflation and interest-rate fluctuations, replacing recession and information-system examples.
Was: We are subject to risks related to the economy
69% rewrittenRisks Related to Our Investments
Broadly syndicated loans, including “covenant-lite” loans, may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants
The risk adds that the Company may need to act together with other loan holders to direct enforcement or restructuring.
68% rewrittenRisks Related to Our Business
We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses
64% rewrittenRisks Related to Our Investments
The market structure applicable to derivatives imposed by the Dodd-Frank Act, the U.S. Commodity Futures Trading Commission (“CFTC”) and the SEC may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes
62% rewrittenRisks Related to Our Adviser and Its Affiliates
Our ability to enter into transactions with our affiliates is restricted
61% rewrittenRisks Related to U.S. Federal Income Tax
Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business
60% rewrittenRisks Related to Our Business
Defaults and provisions under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows
Was: Defaults under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows
59% rewritten
We are subject to risks related to U.S. federal income tax
49% rewrittenRisks Related to an Investment in Our Common Stock
If we issue preferred stock or convertible debt securities, the net asset value of our common stock may become more volatile
47% rewrittenRisks Related to Our Business
We may be the target of litigation or similar proceedings in the future and we are subject to public perception risks
Was: We may be the target of litigation or similar proceedings in the future
43% rewrittenRisks Related to Our Investments
We expose ourselves to risks when we engage in risk management activities
42% rewrittenRisks Related to U.S. Federal Income Tax
Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock
38% rewrittenRisks Related to Our Business
We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us
37% rewritten
Fluctuations in interest rates could have a material adverse effect on our business and that of our portfolio companies
37% rewrittenRisks Related to U.S. Federal Income Tax
Further, the SEC has previously highlighted BDC board oversight and valuation practices as one of its areas of focus in investment adviser examinations and has instituted enforcement actions against advisers for misleading investors about valuation
Was: Further, the SEC has highlighted BDC board oversight and valuation practices as one of its areas of focus in investment adviser examinations and has instituted enforcement actions against advisers for misleading investors about valuation
36% rewritten
We are subject to risks related to our business and operations
35% rewrittenRisks Related to an Investment in Our Common Stock
Our stock repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock
35% rewrittenRisks Related to Our Investments
Subordinated liens on collateral securing debt investments that we may make to portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us
34% rewritten
We are subject to risks related to our Adviser and its affiliates
33% rewrittenRisks Related to Our Investments
We may not realize any income or gains from our equity investments
32% rewrittenRisks Related to an Investment in Our Common Stock
The market value of our common stock may fluctuate significantly
32% rewrittenRisks Related to U.S. Federal Income Tax
We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business
32% rewrittenRisks Related to U.S. Federal Income Tax
We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under subchapter M of the Code
Was: We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code or if we make investments through taxable subsidiaries
30% rewrittenRisks Related to Our Investments
We and our portfolio companies are, and will continue to be, exposed to risks associated with changes in interest rates
27% rewrittenRisks Related to an Investment in our Unsecured Notes
If an active trading market does not develop for the unsecured notes, noteholders may not be able to resell them
Was: If an active trading market does not develop for the unsecured notes, you may not be able to resell them
24% rewrittenRisks Related to Our Investments
We have invested and may continue to invest through joint ventures, partnerships and other special purpose vehicles and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly
23% rewritten
Capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations
Was: The current period of capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations
22% rewrittenRisks Related to Our Business
If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected
20% rewrittenRisks Related to Our Business
We and our portfolio companies are subject to increasing scrutiny from certain investors, third party assessors, regulators and our shareholders with respect to ESG-related topics
Was: We and our portfolio companies are subject to increasing scrutiny from certain investors, third party assessors and our shareholders with respect to ESG-related topics

All 117 risk factors

Headings as the filing states them, in filing order.

Other

01We are subject to risks related to macroeconomic factors69% rewritten
02We are subject to risks related to our business and operations36% rewritten
03We are subject to risks related to our Adviser and its affiliates34% rewritten
04We are subject to risks related to business development companies
05We are subject to risks related to our investments
06We are subject to risks related to an investment in our common stock
07We are subject to risks related to an investment in our unsecured notes
08We are subject to risks related to U.S. federal income tax59% rewritten
09We are subject to general risks
10Difficult market and geopolitical conditions could have a significant adverse effect on our business, financial condition and results of operationsnew
11Capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations23% rewritten
12Future increases in inflation may adversely affect the business, results of operations and financial condition of our portfolio companies
13Fluctuations in interest rates could have a material adverse effect on our business and that of our portfolio companies37% rewritten

Risks Related to Our Business

14The lack of liquidity in our investments may adversely affect our business
15We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us38% rewritten
16(1)Assumes, as of December 31, 2025, (i) $17.19 billion in total assets, (ii) $9.39 billion in outstanding indebtedness, (iii) $7.40 billion in net assets and (iv) weighted average interest rate, excluding amortization of financing costs and marking to market value on fair value of interest rate swaps, of 5.63%
17Defaults and provisions under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows60% rewritten
18If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected22% rewritten
19Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail
20We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses68% rewritten
21or different risk assessments than us. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to donew
22Our investment portfolio is recorded at fair value as determined in good faith by our Adviser in accordance with procedures approved by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments
23Our Board may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our shareholders
24Any unrealized depreciation we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution
25Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationshipsnew
26Use of AI technologies by us could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal, and regulatory risks in ways that we cannot predictnew
27We are subject to risks in using custodians, counterparties, administrators and other agents77% rewritten
28Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business85% rewritten
29There may be substantial financial penalties or fines for a failure to comply with applicable Privacy Laws (which may include insufficient security for our personal or other sensitive information). For example, failure to comply with Regulation (EU) 2016/679 (the “GDPR”)new
30We and our portfolio companies are subject to increasing scrutiny from certain investors, third party assessors, regulators and our shareholders with respect to ESG-related topics20% rewritten
31We are subject to increasing scrutiny from regulators with respect to ESG-related issues and the regulatory disclosure landscape surrounding related topics continues to evolve93% rewritten
32For example, the SEC sometimes reviews compliance with ESG commitments in examinations, and it has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investorsnew
33We may be the target of litigation or similar proceedings in the future and we are subject to public perception risks47% rewritten

Risks Related to Our Adviser and Its Affiliates

34Our Adviser and its affiliates, including our officers and some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking or speculative investments, or cause our Adviser to use substantial leverage
35These compensation arrangements could affect our Adviser’s or its affiliates’ judgment with respect to public offerings of equity, incurrence of debt, and investments made by us, which allow our Adviser to earn increased asset management fees
36Our Adviser and its affiliates may face conflicts of interest with respect to services performed for their respective other accounts and clients or issuers in which we may invest89% rewritten
37Reductions, waivers or absorptions of fees and costs can temporarily result in higher returns to shareholders than they would otherwise receive if full fees and costs were charged
38Products within Blue Owl’s Real Assets platform may enter into sale lease-back transactions with our portfolio companies or with borrowers under our credit facilities
39Our access to confidential information may restrict our ability to take action with respect to some investments, which, in turn, may negatively affect our results of operations
40We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash
41Our ability to enter into transactions with our affiliates is restricted62% rewritten
42We may make investments that could give rise to a conflict of interest
43Our Adviser’s liability is limited under the Investment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities, which may lead our Adviser to act in a riskier manner on our behalf than it would when acting for its own account
44There are risks associated with any potential merger with or purchase of assets of another fund
45Our Adviser’s failure to comply with pay-to-play laws, regulations and policies could have an adverse effect on our Adviser, and thus, us

Risks Related to Business Development Companies

46The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC
47Failure to maintain our status as a BDC would reduce our operating flexibility

Risks Related to Our Investments

48Our investments in portfolio companies may be risky, and we could lose all or part of our investments
49We have invested and may continue to invest through joint ventures, partnerships and other special purpose vehicles and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly24% rewritten
50Any strategic investments that we pursue are subject to risks and uncertainties
51Broadly syndicated loans, including “covenant-lite” loans, may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants69% rewritten
52We may be subject to risks associated with our investments in bank loans
53To attempt to mitigate credit risks, we intend to take a security interest in the available assets of our portfolio companies. There is no assurance that we will obtain sufficient collateral to cover losses or properly perfect our liens
54We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient76% rewritten
55If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing
56We may not realize any income or gains from our equity investments33% rewritten
57An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies
58To the extent we invest in publicly traded companies, we may be unable to obtain financial covenants and other contractual rights, which subjects us to additional risks
59The credit ratings of certain of our investments may not be indicative of the actual credit risk of such rated instruments
60Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity
61A redemption of convertible securities held by us could have an adverse effect on our ability to achieve our investment objective
62To the extent original issue discount (“OID”) and payment-in-kind (“PIK”) interest income constitute a portion of our income, we will be exposed to risks associated with the deferred receipt of cash representing such income
63Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies
64Our portfolio companies may be highly leveraged
65If we cannot obtain debt financing or equity capital on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected
66Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold which could harm our operating results
67Subordinated liens on collateral securing debt investments that we may make to portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us35% rewritten
68secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if anynew
69Certain of our investments may be adversely affected by laws relating to fraudulent conveyance or voidable preferences
70There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims74% rewritten
71We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interests in our portfolio companies
72We and our portfolio companies are, and will continue to be, exposed to risks associated with changes in interest rates30% rewritten
73International investments create additional risks
74We expose ourselves to risks when we engage in risk management activities43% rewritten
75The market structure applicable to derivatives imposed by the Dodd-Frank Act, the U.S. Commodity Futures Trading Commission (“CFTC”) and the SEC may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes64% rewritten
76unrealized losses on any such contracts we have entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolionew
77Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited
78We may enter into total return swaps that would expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage
79Our portfolio may be focused on a limited number of industries, which will subject us to a risk of significant loss if there is a downturn in a particular industry
80We cannot guarantee that we will be able to obtain various required licenses in U.S. states or in any other jurisdiction where they may be required in the future
81Certain investment analyses and decisions by our Adviser may be required to be undertaken on an expedited basis
82We may not have the funds or ability to make additional investments in our portfolio companies
83We are subject to certain risks as a result of our interests in the CLO Preferred Shares
84The subordination of the CLO Preferred Shares will affect our right to payment
85The holders of certain CLO Debt will control many rights under the CLO Indentures and therefore, we will have limited rights in connection with an event of default or distributions thereunder
86Under the CLO Indentures governing the CLO Transactions, there are two coverage tests applicable to CLO Debt. These tests apply to each CLO Transaction separatelynew
87Climate change and climate-related effects may expose us to systemic, global, macroeconomic risks and could adversely affect our business and the businesses of our products’ portfolio companies

Risks Related to an Investment in Our Common Stock

88The market value of our common stock may fluctuate significantly32% rewritten
89A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us
90Certain provisions of our charter and actions of our Board could deter takeover attempts and have an adverse impact on the value of shares of our common stock
91Investing in our securities involves a high degree of risk
92We may experience fluctuations in our quarterly results
93Our stockholders could receive shares of our common stock as dividends, which could result in adverse tax consequences to them
94Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock
95Our stock repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock35% rewritten
96Preferred stock could be issued with rights and preferences that would adversely affect holders of our common stock
97If we issue preferred stock or convertible debt securities, the net asset value of our common stock may become more volatile49% rewritten
98Holders of any preferred stock that we may issue will have the right to elect certain members of the Board and have class voting rights on certain matters

Risks Related to an Investment in our Unsecured Notes

99Our unsecured notes are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future
100Our unsecured notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries
101A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or our notes, if any, or change in the debt markets, could cause the liquidity or market value of our notes to decline significantly
102An increase in market interest rates could result in a decrease in the market value of our unsecured notes
103The indenture under which the unsecured notes were issued contains limited protection for holders of our unsecured notes
104The optional redemption provision may materially adversely affect a noteholders return on the unsecured notes
105We may not be able to repurchase the unsecured notes upon a Change of Control Repurchase Event
106If an active trading market does not develop for the unsecured notes, noteholders may not be able to resell them27% rewritten

Risks Related to U.S. Federal Income Tax

107We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business32% rewritten
108We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under subchapter M of the Code32% rewritten
109We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income
110Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy
111Economic sanction laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companiesnew
112Failure to comply with anti-corruption laws or with regulations regarding the prevention of money laundering or terrorism or national security could adversely affect our businessnew
113Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business61% rewritten
114Further, the SEC has previously highlighted BDC board oversight and valuation practices as one of its areas of focus in investment adviser examinations and has instituted enforcement actions against advisers for misleading investors about valuation37% rewritten
115Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock42% rewritten
116Our Bylaws include an exclusive forum selection provision, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other agents
117We expend significant financial and other resources to comply with the requirements of being a public entity

Other Blue Owl Capital 10-Ks

2025 10-K risk factors
133 risks. Portfolio-company credit losses, illiquidity and valuation uncertainty dominate investment risks.
Filed Feb 19, 2025

About this page

Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.