NASDAQ: OCSL

Oaktree Specialty Lending Corp

CIK 0001414932

Large by assets Assets $2.9B as of Sep 12, 2026

Oaktree Specialty Lending Corporation, a Delaware corporation, or together with its subsidiaries, where applicable, the Company, which may also be referred to as “we,” “us” or “our”, is a specialty finance company dedicated to providing customized, one-stop credit solutions to companies with… About this business →

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8-K Filed Sep 11, 2026 · Period ending Sep 9, 2026

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8-K Filed Aug 5, 2026 · Period ending Aug 5, 2026

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10-Q Filed Aug 5, 2026 · Period ending Jun 30, 2026

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8-K Filed May 5, 2026 · Period ending May 5, 2026

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10-Q Filed May 5, 2026 · Period ending Mar 31, 2026

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10-K Filed Nov 18, 2025 · Period ending Sep 30, 2025

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424B5 Filed May 5, 2025

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10-K Filed Nov 19, 2024 · Period ending Sep 30, 2024

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424B5 Filed Aug 2, 2024

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424B5 Filed Aug 8, 2023

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424B3 Filed Nov 30, 2022

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424B3 Filed Jan 21, 2021

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10-K/A Filed Dec 19, 2019 · Period ending Sep 30, 2019

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Latest financial statements

From 10-Q filed Aug 5, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Nine months ended June 30, 2026 Nine months ended June 30, 2025
Interest income:
Control investments 3,271 5,165 12,963 15,275
Affiliate investments 1,475 277 2,863 602
Non-control/Non-affiliate investments 56,032 62,441 175,155 198,165
Interest on cash and cash equivalents 858 1,507 2,831 4,293
Total interest income 61,636 69,390 193,812 218,335
PIK interest income:
Control investments 830
Affiliate investments 217 28 945 83
Non-control/Non-affiliate investments 4,992 5,042 11,567 14,416
Total PIK interest income 5,209 5,070 12,512 15,329
Fee income:
Affiliate investments 4
Non-control/Non-affiliate investments 976 286 5,243 3,707
Total fee income 976 286 5,247 3,707
Dividend income:
Control investments 1,400 525 1,925 1,925
Non-control/Non-affiliate investments 27 50 190
Non-control/Non-affiliate investments PIK 185 1,368
Total dividend income 1,612 525 3,343 2,115
Total investment income 69,433 75,271 214,914 239,486
Expenses:
Base management fee 7,046 7,195 21,697 22,854
Part I incentive fee 2,373 5,767 3,561 20,413
Professional fees 1,627 1,388 4,329 3,682
Directors fees 160 160 480 480
Interest expense 24,139 31,061 76,424 89,814
Administrator expense 623 525 1,856 1,350
General and administrative expenses 641 997 2,657 2,860
Total expenses 36,609 47,093 111,004 141,453
Management fees waived (933)
Part I incentive fees waived (5,359) (18,469)
Net expenses 36,609 41,734 111,004 122,051
Net investment income before taxes 32,824 33,537 103,910 117,435
(Provision) benefit for taxes on net investment income (303) (56) (324) (597)
Net investment income 32,521 33,481 103,586 116,838
Unrealized appreciation (depreciation):
Control investments 23,840 (2,024) 6,615 (62,940)
Affiliate investments 850 (246) 1,145 (568)
Non-control/Non-affiliate investments 21,987 18,905 (35,283) (17,268)
Foreign currency forward contracts 1,533 1,937 3,977 (2,289)
Net unrealized appreciation (depreciation) 48,210 18,572 (23,546) (83,065)
Realized gains (losses):
Control investments (24,337) (24,337) 13
Affiliate investments 4,849 145 5,070 190
Non-control/Non-affiliate investments (30,544) 1,705 (47,861) (16,898)
Foreign currency forward contracts 493 (15,282) 5,321 (7,342)
Net realized gains (losses) (49,539) (13,432) (61,807) (24,037)
(Provision) benefit for taxes on realized and unrealized gains (losses) (252) (269) (574) (394)
Net realized and unrealized gains (losses), net of taxes (1,581) 4,871 (85,927) (107,496)
Net increase (decrease) in net assets resulting from operations 30,940 38,352 17,659 9,342
Net investment income per common share basic and diluted 0.37 0.38 1.18 1.37
Earnings (loss) per common share basic and diluted (Note 5) 0.35 0.44 0.20 0.11
Weighted average common shares outstanding basic and diluted 88,086 88,086 88,086 85,402

Consolidated Statements of Assets and Liabilities

(in thousands, except per share amounts)

Description June 30, 2026 (unaudited) September 30, 2025
ASSETS
Investments at fair value:
Control investments (cost June 30, 2026: $343,242; cost September 30, 2025: $377,709) 199,896 227,748
Affiliate investments (cost June 30, 2026: $43,826; cost September 30, 2025: $58,344) 39,872 54,999
Non-control/Non-affiliate investments (cost June 30, 2026: $2,609,629; cost September 30, 2025: $2,639,069) 2,502,046 2,565,035
Total investments at fair value (cost June 30, 2026: $2,996,697; cost September 30, 2025: $3,075,122) 2,741,814 2,847,782
Cash and cash equivalents 39,921 79,630
Interest, dividends and fees receivable 22,965 31,868
Due from portfolio companies 237 3,186
Receivables from unsettled transactions 36,627 4,949
Due from broker 1,750 15,550
Deferred financing costs 8,023 9,675
Deferred offering costs 43 143
Derivative asset at fair value 5,815 8,713
Other assets 997 1,495
Total assets 2,858,192 3,002,991
LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities 2,629 1,538
Base management fee and incentive fee payable 9,419 12,515
Due to affiliate 1,957 1,569
Interest payable 10,584 12,067
Payables from unsettled transactions 4,943 15,011
Derivative liabilities at fair value 6,699 7,329
Deferred tax liability 64 269
Credit facilities payable 501,000 545,000
Unsecured notes payable (net of $4,954 and $6,561 of unamortized financing costs as of June 30, 2026 and September 30, 2025, respectively) 937,842 941,880
Total liabilities 1,475,137 1,537,178
Commitments and contingencies (Note 13)
Net assets:
Common stock, $0.01 par value per share, 250,000 shares authorized; 88,086 shares issued and outstanding as of June 30, 2026 and September 30, 2025 881 881
Additional paid-in-capital 2,350,075 2,350,075
Accumulated overdistributed earnings (967,901) (885,143)
Total net assets (equivalent to $15.70 and $16.64 per common share as of June 30, 2026 and September 30, 2025, respectively) (Note 11) 1,383,055 1,465,813
Total liabilities and net assets 2,858,192 3,002,991

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Description Nine months ended June 30, 2026 Nine months ended June 30, 2025
Operating activities:
Net increase (decrease) in net assets resulting from operations 17,659 9,342
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation 23,546 83,065
Net realized (gains) losses 61,807 24,037
PIK interest income (12,512) (15,329)
PIK dividend income (1,368)
Accretion of original issue discount on investments (9,802) (13,496)
Accretion of original issue discount on unsecured notes payable 600 804
Amortization of deferred financing costs 3,259 7,700
Deferred taxes (205) 269
Purchases of investments (743,927) (739,370)
Proceeds from the sales and repayments of investments 783,801 871,828
Changes in operating assets and liabilities:
(Increase) decrease in interest, dividends and fees receivable 9,535 15,594
(Increase) decrease in due from portfolio companies 2,949 12,233
(Increase) decrease in receivables from unsettled transactions (31,678) 6,579
(Increase) decrease in due from broker 13,800 1,510
(Increase) decrease in other assets 498 (5,810)
Increase (decrease) in accounts payable, accrued expenses and other liabilities 1,091 (2,646)
Increase (decrease) in base management fee and incentive fee payable (3,096) (7,914)
Increase (decrease) in due to affiliate 388 (1,707)
Increase (decrease) in interest payable (1,483) (3,985)
Increase (decrease) in payables from unsettled transactions (10,068) (15,666)
Net cash provided by (used in) operating activities 104,794 227,038
Financing activities:
Distributions paid in cash (97,058) (114,136)
Borrowings under credit facilities 360,000 405,000
Repayments of borrowings under credit facilities (404,000) (605,000)
Repayments of unsecured notes (300,000)
Issuance of unsecured notes 299,976
Repurchases of common stock under dividend reinvestment plan (3,359) (9,495)
Shares issued under the "at the market" offering 2,960
Shares issued in private placement 100,000
Deferred financing costs paid (8,377)
Deferred offering costs paid (43) (43)
Net cash provided by (used in) financing activities (144,460) (229,115)
Effect of exchange rate changes on foreign currency (43) 3,333
Net increase (decrease) in cash and cash equivalents and restricted cash (39,709) 1,256
Cash and cash equivalents and restricted cash, beginning of period 79,630 78,543
Cash and cash equivalents and restricted cash, end of period 39,921 79,799
Supplemental information:
Cash paid for interest 74,048 85,295
Non-cash financing activities:
Deferred financing costs 45
Reconciliation to the Consolidated Statements of Assets and Liabilities
Cash and cash equivalents 39,921 79,630
Total cash and cash equivalents and restricted cash 39,921 79,630

Amounts as printed on the EDGAR/iXBRL face — (in thousands, except per share amounts); (in thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About Oaktree Specialty Lending Corp

Source: Item 1 (Business) from the 10-K filed November 18, 2025. Description as filed by the company with the SEC.

Item 1. Business

General

Oaktree Specialty Lending Corporation, a Delaware corporation, or together with its subsidiaries, where applicable, the Company, which may also be referred to as “we,” “us” or “our”, is a specialty finance company dedicated to providing customized, one-stop credit solutions to companies with limited access to public or syndicated capital markets. We were formed in late 2007 and currently operate as a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a Business Development Company under the Investment Company Act of 1940, as amended, or the Investment Company Act. In addition, we have qualified and elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code, for tax purposes. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or net realized capital gains that we distribute to our stockholders if we meet certain source-of-income, income distribution and asset diversification requirements.

We are externally managed by Oaktree Fund Advisors, LLC, which we also refer to as “Oaktree” or our “Adviser,” pursuant to an investment advisory agreement, as amended from time to time, or the Investment Advisory Agreement, between the Company and Oaktree. Oaktree is an affiliate of Oaktree Capital Management, L.P., or OCM, the Company's external investment adviser from October 17, 2017 through May 3, 2020. Oaktree Fund Administration, LLC, which we refer to as “Oaktree Administrator,” a subsidiary of OCM, provides certain administrative and other services necessary for us to operate.

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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), and 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 our Adviser’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.

Our Adviser is generally focused on middle-market companies, which we define as companies with enterprise values of between $100 million and $750 million. We expect our portfolio to include a mix of first and second lien loans, including asset backed loans, unitranche loans, mezzanine loans, unsecured loans, bonds, preferred equity and certain equity co-investments. Our portfolio may also include certain structured finance and other non-traditional structures. 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.

Our portfolio totaled $2.8 billion at fair value as of September 30, 2025 and was composed of 143 portfolio companies. These included debt investments in 124 companies, equity investments in 35 companies and our investments in Senior Loan Fund JV I, LLC, or SLF JV I, a joint venture through which we and Trinity Universal Insurance Company, a subsidiary of Kemper Corporation, or Kemper, co-invest in senior secured loans of middle-market companies and other corporate debt securities, and OCSI Glick JV LLC, or the Glick JV, a joint venture through which we and GF Equity Funding 2014 LLC, or GF Equity Funding, co-invest primarily in senior secured loans of middle-market companies. 18 of our equity investments were in companies in which we also had a debt investment. At fair value, 94.6% of our portfolio consisted of debt investments, including our debt investments in SLF JV I and Glick JV, and 85.9% of our portfolio consisted of senior secured loans as of September 30, 2025. The weighted average annual yield of our debt investments at fair value as of September 30, 2025, including the return on our debt investments in SLF JV I and Glick JV, was approximately 9.8%, including 8.9% representing cash payments. The weighted average annual yield of our total investments at fair value as of September 30, 2025, including the return on our debt investments and equity investments, was approximately 9.4%. The weighted average annual yield of our debt investments and total investments is determined before the payment of, and therefore does not take into account, our expenses and the payment by an investor of any stockholder transaction expenses, and does not represent the return on investment for our stockholders. See “—Investments—SLF JV I” and “—Investments—Glick JV ” below for additional information regarding our investments in SLF JV I and Glick JV.

We are permitted to, and expect to continue to, finance our investments through borrowings. However, as a Business Development Company, subject to certain limited exceptions, we are currently only allowed to borrow amounts in accordance

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with the asset coverage requirements in the Investment Company Act. We generally expect to target a long-term debt to equity ratio of 0.90x to 1.25x (i.e., one dollar of equity for each $0.90 to $1.25 of debt outstanding). As of September 30, 2025, we had a net debt to equity ratio of 0.97x (i.e., one dollar of equity for each $0.97 of debt outstanding). 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. As a result of the reduced asset coverage requirement, we can incur $2 of debt for each $1 of equity.

On March 19, 2021, we acquired Oaktree Strategic Income Corporation, or OCSI, pursuant to that certain Agreement and Plan of Merger, or the OCSI Merger Agreement, dated as of October 28, 2020, by and among OCSI, us, Lion Merger Sub, Inc., our wholly-owned subsidiary, and, solely for the limited purposes set forth therein, Oaktree. Pursuant to the OCSI Merger Agreement, OCSI was merged with and into us in a two-step transaction, with us as the surviving company, or the OCSI Merger.

On January 23, 2023, we acquired Oaktree Strategic Income II, Inc., or OSI2, pursuant to that certain Agreement and Plan of Merger, or the OSI2 Merger Agreement, dated as of September 14, 2022, by and among OSI2, us, Project Superior Merger Sub, Inc., our wholly owned subsidiary, and, solely for the limited purposes set forth therein, Oaktree. Pursuant to the OSI2 Merger Agreement, OSI2 was merged with and into us in a two-step transaction, with us as the surviving company, or the OSI2 Merger and, together with the OCSI Merger, the Mergers.

Our Adviser

We are externally managed and advised by Oaktree, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act. Oaktree, subject to the overall supervision of our Board of Directors, manages our day-to-day operations, and provides investment advisory services to us pursuant to the Investment Advisory Agreement.

Oaktree is a leader among global investment managers specializing in alternative investments. Formed in April 1995 and headquartered in Los Angeles, California, Oaktree’s senior executives and Investment Team have focused on less efficient markets and alternative investments for the past 39 years. Oaktree’s origins in private credit began in the mezzanine financing space providing junior capital primarily to private equity-owned companies beginning in 2001. Oaktree has developed over 200 sponsor relationships since then, and over 81% of sponsor backed deals have been done with sponsors with whom Oaktree has previously transacted. Oaktree emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in real estate, opportunistic credit, corporate debt (including mezzanine finance, high yield debt and senior loans), control investing, convertible securities, listed equities and multi-strategy solutions.

The primary firm-wide goal of our Adviser and OCM is to achieve attractive returns while bearing less than commensurate risk. Our Adviser believes that it can achieve this goal by taking advantage of market inefficiencies in which financial markets and their participants fail to accurately value assets or fail to make available to companies the capital that they reasonably require.

Oaktree believes that its defining characteristic is adherence to the highest professional standards, which has yielded several important benefits. First and foremost, this characteristic has allowed Oaktree to attract and retain a talented group of investment professionals, or the Investment Professionals, as well as accounting, valuation, legal, compliance and other administrative professionals. As of September 30, 2025, Oaktree had more than 1,400 professionals in 26 cities and 18 countries, including a deep and broad credit platform drawing from more than 375 highly experienced investment professionals with significant origination, structuring and underwriting expertise. Specifically, the Strategic Credit group that is primarily responsible for implementing our investment strategy consists of approximately 40 Investment Professionals led by Armen Panossian, our Chief Executive Officer and Co-Chief Investment Officer, who focus on the investment strategy employed by our Adviser and certain of its affiliates. Second, it has permitted the investment team to build strong relationships with brokers, banks and other market participants. These institutional relationships have been instrumental in strengthening access to trading opportunities, to understanding the current market, and to executing the investment team’s investment strategies. OCM aims to attract, motivate and retain talented employees (both Investment Professionals and accounting, valuation, legal, compliance and other administrative professionals) by making them active participants in, and beneficiaries of, the platform’s success. In addition to competitive base salaries, all OCM employees share in the discretionary bonus pool. An employee’s participation in the bonus pool is based on the overall success of our Adviser and its affiliates and the individual employee’s performance and level of responsibility.

Our Adviser and its affiliates provide discretionary investment management services to other managed accounts and investment funds, which may have overlapping investment objectives and strategies with our own and, accordingly, may invest in asset classes similar to those targeted by us. The activities of such managed accounts and investment funds may raise actual or potential conflicts of interest.

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Oaktree’s Ownership

Oaktree’s asset management business is indirectly controlled by Oaktree Capital Holdings, LLC, or OCH (which changed its name on March 15, 2024 from Atlas OCM Holdings, LLC). As of September 30, 2025, approximately 74% of our business is indirectly owned by Brookfield Corporation and Brookfield Asset Management Ltd., which we refer to collectively as Brookfield, and the remaining approximately 26% is owned by current and former Oaktree executives and employees (including certain related persons and trusts/investment entities). Brookfield’s ownership interest in our business is held through Brookfield Oaktree Holdings, LLC, or BOH, OCH and related entities. The current and former Oaktree executives and employees (including certain related persons and trusts/investment entities) hold their interests through Oaktree Capital Group Holdings, L.P., or OCGH, Oaktree Equity Plan, L.P. and Oaktree Equity Plan II, L.P.

Brookfield Asset Management Transaction

On March 13, 2019, Brookfield Asset Management Inc., or Brookfield Inc., and OCGH announced that they had entered into an agreement pursuant to which Brookfield Inc. would acquire a majority interest in Oaktree’s business. The transaction closed on September 30, 2019. Upon the closing of the transaction, Brookfield Inc. acquired approximately 61.2% of the Oaktree business and BOH’s Class A common units ceased to be publicly traded. In addition to acquiring all outstanding Class A common units held by the public, Brookfield Inc. purchased all remaining equity interests held by the outside institutional investors who had acquired equity in 2004 and 2007 and a portion of the non-public equity interests held by current and former Oaktree executives and employees. Both Brookfield Inc. and Oaktree continue to operate their respective businesses independently, partnering to leverage their strengths, with each remaining under its prior brand and led by its prior management and investment teams. In connection with the 2019 transaction, Brookfield Inc. agreed to purchase the remainder of Oaktree’s business over a number of years from the current and former Oaktree executives and employees who own those equity interests. Such sales have occurred annually since 2020, with Brookfield Inc. acquiring an incremental 13.0% interest in Oaktree’s business.

As part of the 2019 transaction, after an initial period of up to seven years from the date of the transaction closing, Brookfield would have had the right to appoint a majority of Oaktree's board of directors and assume control of Oaktree's business if it chose to do so. On October 13, 2025, Oaktree and Brookfield announced that they have agreed on a proposed transaction whereby Brookfield will acquire the approximately 26% interest in Oaktree that it does not already own such that, upon completion of the proposed transaction, Brookfield will own 100% of Oaktree. The transaction is expected to close in the first quarter of 2026. Following the closing of such transaction, Brookfield will have the right to appoint a majority of Oaktree's board of directors and assume control of Oaktree's business if it chooses to do so.

Strategic Credit

Our Adviser's affiliates officially launched the Strategic Credit strategy in early 2013 as a step-out from the Distressed Debt strategy to capture attractive investment opportunities that appear to offer too little return for distressed debt investors, but may pose too much uncertainty for high-yield bond creditors. The strategy seeks to achieve an attractive total return by investing in public and private revenue-generating, performing debt.

Strategic Credit focuses on U.S. and non-U.S. investment opportunities that arise from pricing inefficiencies that occur in the primary and secondary markets or from the financing needs of healthy companies with limited access to traditional lenders or public markets. Typical investments will be in high yield bonds and senior secured loans for borrowers that are in need of direct loans, rescue financings, or other capital solutions or that have had challenged or unsuccessful primary offerings.

The Investment Professionals employ a fundamental, value-driven opportunistic approach to credit investing, which seeks to benefit from the resources, relationships and proprietary information of the global investment platform of our Adviser and its affiliates.

Our Administrator

We entered into an administration agreement, as amended from time to time, or the Administration Agreement, with Oaktree Administrator, a Delaware limited liability company and a wholly owned subsidiary of OCM. The principal executive offices of Oaktree Administrator are located at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. Pursuant to the Administration Agreement, Oaktree Administrator provides services to us, and we reimburse Oaktree Administrator for costs and expenses incurred by Oaktree Administrator in performing its obligations under the Administration Agreement and providing personnel and facilities thereunder.

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Business Strategy

Our investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions, including first and 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. We invest in companies across a variety of industries that typically possess resilient business models with strong underlying fundamentals. We 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 our Adviser’s deep credit and structuring expertise. Our Adviser intends to implement the following business strategy to achieve our investment objective:

•Emphasis on Proprietary Deals. Our Adviser is focused on proprietary opportunities as well as partnering with other lenders as appropriate. Dedicated sourcing professionals of our Adviser and its affiliates are in continuous contact with financial sponsors and corporate clients to originate proprietary deals and seek to leverage the networks and relationships of Oaktree’s Investment Professionals with management teams and corporations to originate non-sponsored transactions. The platform has the capacity to invest in large deals and to solely underwrite transactions.

•Focus on Quality Companies and Extensive Diligence. Our Adviser seeks to maintain a conservative approach to investing with discipline around fundamental credit analysis and downside protection. Our Adviser intends to focus on companies with resilient business models, strong underlying fundamentals, significant asset or enterprise value and seasoned management teams, although not all portfolio companies will meet each of these criteria. Our Adviser intends to leverage its deep credit and deal structuring expertise to lend to companies that have unique needs, complex business models or specific business challenges. Our Adviser conducts diligence on underlying collateral value, including cash flows, hard assets or intellectual property, and will typically model exit scenarios as part of the diligence process, including assessing potential “work-out” scenarios.

•Disciplined Portfolio Management. Our Adviser monitors our portfolio on an ongoing basis to manage risk and take preemptive action to resolve potential problems where possible. Our Adviser intends to seek to reduce the impact of individual investment risks by diversifying portfolios across industry sectors and generally limiting positions to no more than 5% of our portfolio.

•Manage Risk Through Loan Structures. Our Adviser seeks to leverage its experience in identifying structural risks in prospective portfolio companies and developing customized solutions to enhance downside protection where possible. Our Adviser has the expertise to structure comprehensive, flexible and customized solutions for companies of all sizes across numerous industry sectors. Our Adviser employs a rigorous due diligence process and seeks to include covenant protections designed to ensure that we, as the lender, can negotiate with a portfolio company before a debt investment reaches impairment. The platform of our Adviser and its affiliates can address a wide range of borrower needs, with capability to invest across the capital structure and to fund large loans, and our Adviser pays close attention to market trends. Our Adviser provides certainty to borrowers by seeking to provide fully underwritten financing commitments and has expertise in both performing credit as well as restructuring and turnaround situations, which allows us to lend at times of market stress when our competitors may halt or reduce investment activity.

Our Adviser’s emphasis is on fundamental credit analysis, consistency and downside protection, all of which are key tenets of its investment philosophy and important in times of market dislocation. We believe this philosophy strongly aligns with the interests of our stockholders. Our Adviser controls primarily for risk, rather than return. Although this may lead us to underperform in bullish markets, we expect that prudence across the economic cycle and limiting losses will allow us to achieve our investment objectives.

Identification of Investment Opportunities

Our primary focus is on identifying differentiated private lending opportunities, with a secondary emphasis on identifying opportunities in the public markets.

Private Lending Opportunities. We believe that the market for lending to private companies is underserved and presents a compelling investment opportunity. We intend to focus on private lending opportunities in the following key areas:

•Non-Sponsor Situational Lending. Certain businesses (including those with complex business models or specific business challenges) may present challenges for traditional lenders to understand or value, thus presenting attractive

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lending opportunities for the Company. Prospective borrowers with little-to-no revenue or earnings before interest, taxes, depreciation and amortization, or EBITDA, may be unable to secure financing from traditional lenders. In these instances, a debt-to-EBITDA approach may not be appropriate, instead requiring a value-oriented approach that involves targeting low loan-to-value ratios and negotiating highly-structured investments with bespoke covenants, contingencies and terms that help mitigate business-specific risks. Examples of these opportunities may include life sciences companies that are unable to access traditional bank financing to commercialize their product pipelines.

•Select Sponsor-Related Financings. Financing for portfolio companies backed by private equity firms is one the most active areas of opportunity, including those opportunities related to leveraged buyouts and refinancings. The Investment Professionals have many longstanding relationships with established, reputable sponsors and generally favor those that view their portfolio companies as long-term partners and those that specialize in certain industries where they have significant subject matter expertise. In addition, the Investment Professionals have historically favored borrowers backed by sponsors that have demonstrated a willingness to invest large amounts of equity, which provides enhanced downside protection. Examples of these opportunities may include financings for software- or healthcare-focused borrowers backed by private equity firms.

•Stressed Sector/Rescue Lending. Individual businesses or sectors experiencing stress or reduced access to capital can create attractive private lending opportunities. Broad market weakness or sector-specific issues can constrain borrowers’ access to capital. Further, certain factors such as regulation may cause entire industries (e.g., energy) to be rebuffed by more traditional lenders (e.g., commercial banks) such that all borrowers in the industry lose access to capital, regardless of their individual financial condition. Oftentimes, by sifting through an industry issuer-by-issuer, the Investment Professionals can identify attractive investment opportunities that are over-secured by valuable assets. Examples of these opportunities may include debtor-in-possession loans or loans to companies in sectors temporarily impacted by macro events.

Opportunities in Public Markets. Certain factors may also drive opportunities for us in the public market and will allow us to leverage broader credit platform and decades of credit investing experience of Oaktree and its affiliates. These factors may include:

•Macro Factors. Macro factors that drive market dislocations can ripple through the global economy and include sovereign debt crises, political elections, global pandemics and other unexpected geopolitical events. These factors drive highly correlated “risk on” and “risk off” market swings and frequently result in the indiscriminate selling of securities and obligations at prices that the Investment Professionals believe are well below their intrinsic values.

•Industry Headwinds. Select industries may face secular challenges or may fall out of favor due to a variety of factors such as evolving technology or regulation. These headwinds can cause the debt of healthy and unhealthy companies alike to trade lower, potentially allowing the Investment Professionals to identify mispriced opportunities.

•Company Characteristics. Company-specific factors that drive market dislocations include overleveraged balance sheets, near-term liquidity or maturity issues, secular pressures, acute shock to company operations, asset-light businesses and new or relatively small issuers. These factors may result in mispriced securities or obligations or require a highly structured direct loan.

The securities we may purchase in the public markets include broadly syndicated loans, high yield bonds and structured credit products. We generally expect to have smaller positions in these securities, and to hold such securities for a shorter period of time, relative to securities purchased in private lending opportunities.

Investment Criteria and Guidelines

Once the Investment Professionals have identified a potential investment opportunity, they will evaluate the opportunity against the following investment criteria and guidelines. However, not all of these criteria will be met by each prospective portfolio company in which we invest.

•Covenant Protections. We generally expect to invest in loans that have covenants that may help to minimize our risk of capital loss and meaningful equity investments in the portfolio company. We intend to target investments that have strong credit protections, including default penalties, information rights and affirmative, negative and financial covenants, such as limitations on debt incurrence, lien protection and prohibitions on dividends.

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•Sustainable Cash Flow. Our investment philosophy places emphasis on fundamental analysis from an investor’s perspective and has a distinct value orientation. We intend to focus on companies with significant asset or enterprise value in which we can invest at relatively low multiples of normalized operating cash flow. Additionally, we anticipate investing in companies with a demonstrated ability or credible plan to de-lever. Typically, we will not invest in start-up companies or companies having speculative business plans or structures that could impair capital over the long-term although we may target certain earlier stage companies that have yet to reach profitability.

•Experienced Management Team. We generally will look to invest in portfolio companies with an experienced management team and proper incentive arrangements, including equity compensation, to induce management to succeed and to act in concert with our interests as investors.

•Strong Relative Position in Its Market. We intend to target companies with what we believe to be established and leading market positions within their respective markets and well-developed long-term business strategies.

•Exit Strategy. We generally intend to invest in companies that we believe will provide us with the opportunity to exit our investments in three to eight years, including through (1) the repayment of the remaining principal outstanding at maturity, (2) the recapitalization of the company resulting in our debt investments being repaid or (3) the sale of the company resulting in the repayment of all of its outstanding debt.

•Geography. As a Business Development Company, we will invest at least 70% of our total assets in U.S. companies. To the extent we invest in non-U.S. companies, we intend to do so only in jurisdictions with established legal frameworks and a history of respecting creditor rights.

Investment Process

Our investment process consists of the following five distinct stages.

Source

Our Adviser has several resources for originating new opportunities that grant the Investment Professionals a comprehensive view of the actionable investment universe. From this universe, our Adviser can then select the most attractive opportunities for us. In addition to its dedicated group of sourcing professionals, our Adviser also leverages its strong global market presence and relationships with affiliates, advisers, sponsors, banks, management teams, capital-raising advisers, trading desks and other sources to gain access to opportunities that are consistent with our investment strategy. Our Adviser is a trusted partner to financial sponsors and management teams based on its best-in-class market reputation, relationship-based approach, long-term investment orientation and focus on lending across economic cycles. Our Adviser believes that this gives us access to proprietary deal flow and “first looks” at investment opportunities and that we are well-positioned for difficult and complex transactions.

Screen

We expect to be highly selective in making new investments. The initial screening process will typically include a review of the proposed capital structure of the prospective portfolio company, including level of assets or enterprise value coverage, an assessment by our Adviser of the company’s management team and its equity ownership levels as well as the viability of its long-term business model and a review of forecasted financial statements and liquidity profile. In addition, our Adviser may assess the prospect of industry or macroeconomic catalysts that may create enhanced value in the investment as well as the potential ability to enforce creditor rights, particularly where collateral is located outside of the United States.

Research

Once the Investment Professionals have identified a potential investment opportunity and prior to making any new investment, our Adviser will complete an extensive due diligence process led by investment analysts assigned to each transaction. The analysts will examine various elements of the prospective investment to assess its risks and ensure that it meets our investment criteria and guidelines. Throughout the underwriting process, the analysts typically consider the following to evaluate the opportunity: the company’s management team, suite of products/services, competitive position in its markets, barriers to entry, valuation, operating and financial performance, organic and inorganic growth prospects, as well as the expansion potential of its markets. In performing this evaluation, the analysts may use financial, qualitative and other due diligence materials provided by the target company, commissioned third-party reports and internal sources, including our Adviser’s relationships derived from the Investment Professionals, industry participants and experts. As part of their research, our Adviser’s analysts will typically perform a “what-if” analysis that explores a range of values for each proposed investment

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and a range of potential credit events to understand how the investment may perform under several different scenarios. Our Adviser conducts diligence on underlying collateral value, including cash flows, hard assets or intellectual property, and will typically model exit scenarios as part of the diligence process, including assessing potential “work-out” scenarios.

Decide

The Investment Professionals will propose investments along with all due diligence findings to an investment committee of the Adviser, or the Investment Committee. The Investment Committee is a collaborative and consensus-driven body that employs a rigorous process to weigh the merits and risks of each prospective investment, make investment decisions and appropriately size investments within the portfolio on our behalf. The Investment Committee generally strives for full consensus, but ultimately requires majority approval to move forward with an investment. No single committee member has veto rights for an investment. Investment Committee members are appointed and serve at the sole discretion of Armen Panossian.

Monitor

Risk management is our Adviser's utmost priority. In managing our portfolio, our Adviser monitors each portfolio company to be well-positioned to make hold and exit decisions when credit events occur, our collateral becomes overvalued or opportunities with more attractive risk/reward profiles are identified. Investment analysts are assigned to each investment to monitor industry developments, review company financial statements, attend company presentations and regularly speak with company management. Based on their monitoring, the Investment Professionals seek to determine the optimal time and strategy for exiting and maximizing the return on the investment, typically when prices or yields reach target valuations. In circumstances where a particular investment is underperforming, our Adviser intends to employ a variety of strategies to maximize its recovery based on the specific facts and circumstances of the underperforming investment, including actively working with the management to restructure all or a portion of the business, explore the possibility of a sale or merger of all or a portion of the assets, recapitalize or refinance the balance sheet, negotiate deferrals or other concessions from existing creditors and arrange new liquidity or new equity contributions. We believe that our Adviser’s experience with restructurings and our access to our Adviser’s deep knowledge, expertise and contacts in the distressed debt area will help us preserve the value of our investments.

Investments

Debt Investments

At fair value, 94.6% of our portfolio consisted of debt investments and 85.9% of our portfolio consisted of senior secured loans as of September 30, 2025. Our debt investments generally consist of the following:

•First Lien Loans. Our first lien loans (including the “last out” portions of such loans) generally have terms of three to seven years, provide for a variable or fixed interest rate, contain prepayment penalties and are secured by a first priority security interest in all existing and future assets of the borrower. Our first lien loans may take many forms, including revolving lines of credit, term loans and acquisition lines of credit. “Last out” portions of loans have a second priority behind “first out” portions of the loans in the collateral securing the loans in certain circumstances. The arrangements for a “last out” portion of a loan are set forth in an agreement among lenders, which provides lenders with “first out” and “last out” payment streams based on a single lien on the collateral. 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 the arrangement among lenders, than the “first out” lenders or lenders in stand-alone first-lien loans. Agreements among lenders also typically provide greater voting rights to the “last out” lenders than the intercreditor agreements to which second-lien lenders often are subject.

•Unitranche Loans. Our unitranche loans (including the “last out” portions of such loans) generally have terms of five to seven years and provide for a variable or fixed interest rate, contain prepayment penalties and are generally secured by a first priority security interest in all existing and future assets of the borrower. Our unitranche loans may take many forms, including revolving lines of credit, term loans and acquisition lines of credit. Unitranche loans typically provide a borrower with all of its capital except for common equity, often with higher interest rates than those associated with traditional first lien loans.

•Second Lien Loans. Our second lien loans generally have terms of five to eight years, provide for a variable or fixed interest rate, contain prepayment penalties and are secured by a second priority security interest in all existing and future assets of the borrower.

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•Mezzanine Loans. Our mezzanine loans generally have maturities of five to ten years. Mezzanine loans may take the form of a second priority lien on the assets of a portfolio company and have interest-only payments in the early years with cash or PIK payments with amortization of principal deferred to the later years. In some cases, we may invest in debt securities that, by their terms, convert into equity or additional debt securities or defer payments of interest for the first few years after our investment.

•Unsecured Loans. Our unsecured investments generally have terms of five to ten years and provide for a fixed interest rate. We may make unsecured investments on a stand-alone basis, or in connection with a senior secured loan, a junior secured loan or a “one-stop” financing.

•Bonds. We may selectively invest in high yield corporate bonds issued by middle-market companies that are rated

below investment grade by rating agencies or that would be rated below investment grade if they were rated. The bonds in which we may invest are expected to have terms of five to eight years and provide for fixed interest rate payments. Certain of these bonds may not secured by any assets of the issuer.

Equity Investments

When we make a debt investment, we may also be granted equity, such as warrants to purchase common stock in a portfolio company. To a lesser extent, we may also make preferred and/or common equity investments, which may be in conjunction with a concurrent debt investment or the result of an investment restructuring. For non-control equity investments, we generally seek to structure our non-control equity investments to provide us with minority rights provisions and event-driven put rights. We also seek to obtain limited registration rights in connection with these investments, which may include “piggyback” registration rights.

SLF JV I

We and Kemper co-invest through SLF JV I, an unconsolidated Delaware limited liability company, or LLC. SLF JV I was formed in May 2014 to invest in middle-market and other corporate debt securities. As of 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 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 subordinated notes issued by SLF JV I, or the SLF JV I Notes, and approximately $3.3 million was to fund LLC equity interests in SLF JV I. Additionally, SLF JV I has a revolving credit facility with Bank of America, N.A., or the SLF JV I Facility, which permitted up to $270.0 million of borrowings (subject to borrowing base and other limitations) as of September 30, 2025. Borrowings under the SLF JV I Facility are secured by all of the assets of a special purpose financing subsidiary of 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. SLF JV I is generally capitalized as transactions are completed and all portfolio decisions must be approved by its investment committee consisting of one representative selected by us and one representative selected by Kemper (with approval of each required). As of September 30, 2025, our investment in SLF JV I was approximately $124.6 million at fair value. We do not consolidate SLF JV I in our Consolidated Financial Statements.

Glick JV

On March 19, 2021, as a result of the consummation of the OCSI Merger, we became party to the LLC agreement of the Glick JV. The Glick JV invests primarily in senior secured loans of middle-market companies. Approximately $84.0 million in aggregate commitments was funded to the Glick JV as of September 30, 2025, of which $73.5 million was from us. As of September 30, 2025, we had aggregate unfunded commitments to Glick JV of approximately $14.0 million, of which approximately $12.4 million was to fund additional subordinated notes issued by the Glick JV, or the Glick JV Notes, and approximately $1.6 million was to fund LLC equity interests in the Glick JV. The Glick JV has a revolving credit facility with Bank of America, N.A., or the Glick JV Facility, which permitted borrowings of up to $100.0 million (subject to borrowing base and other limitations) as of September 30, 2025. Borrowings under the Glick JV Facility are secured by all of the assets of a special purpose financing subsidiary of 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. The Glick JV is generally capitalized as transactions are completed and all portfolio decisions must be approved by its investment committee consisting of one representative selected by us and one representative selected by GF Equity Funding (with approval of each required). As of September 30,

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2025, our investment in the Glick JV was approximately $46.1 million at fair value. We do not consolidate Glick JV in our Consolidated Financial Statements.

Valuation Procedures

As a Business Development Company, we generally invest in illiquid debt and equity securities issued by private middle-market companies. We are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined in accordance with our valuation policies and procedures. See Note 2 to our Consolidated Financial Statements in this Annual Report on Form 10-K.

Investment Advisory Agreement

The following is a description of the Investment Advisory Agreement. The investment advisory agreement with Oaktree was most recently amended and restated on November 14, 2025 to reflect the Incentive Fee Cap (as defined below).

Management Services

Subject to the overall supervision of our Board of Directors, Oaktree manages our day-to-day operations and provides us with investment advisory services. Under the Investment Advisory Agreement, Oaktree:

•determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

•identifies, evaluates and negotiates the structure of the investments we make;

•executes, closes, monitors and services the investments we make;

•determines what securities and other assets we purchase, retain or sell;

•performs due diligence on prospective portfolio companies; and

•provides us with such other investment advisory, research and related services as we may, from time to time, reasonably required for the investment of our funds.

The Investment Advisory Agreement provides that Oaktree’s services are not exclusive to us and Oaktree is generally free to furnish similar services to other entities so long as its services to us are not impaired.

Management and Incentive Fee

Under the Investment Advisory Agreement, we pay Oaktree a fee for its services under the investment advisory agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee payable to Oaktree and any incentive fees earned by Oaktree is ultimately borne by our common stockholders.

Base Management Fee

Effective as of July 1, 2024, the base management fee is calculated at an annual rate of 1.00% of total gross assets, including any investment made with borrowings, but excluding cash and cash equivalents; provided, however, that for the period from July 1, 2024 to January 23, 2025, the base management is calculated at such an annual rate as to cause (1) the base management fee less (2) previously agreed waivers of $750,000 of base management fees per quarter (with such amount appropriately prorated for any partial quarter) to equal 1.00% of our gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. From May 3, 2019 through June 30, 2024, the base management fee was 1.50% of total gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents, provided that the base management fee on gross assets that exceeded the product of (A) 200% and (B) the Company’s net asset value was 1.00%. The 200% was calculated in accordance with the Investment Company Act. In connection with the OCSI Merger, we and Oaktree entered into an amended and restated investment advisory agreement, which among other items, waived an aggregate of $6 million of base management fees otherwise payable to Oaktree in the two years following the closing of the OCSI Merger on March 19, 2021 at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter). In connection with the OSI2 Merger, Oaktree waived an aggregate of $9.0 million of base management fees payable to Oaktree as follows: $6.0 million at a rate of $1.5 million per quarter (with such amount appropriately prorated for any partial quarter) in the first year following closing of the OSI2 Merger on January 23, 2023 and $3.0 million at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter) in the second year following closing of the OSI2 Merger. Oaktree also waived additional base management fees such that the total amount of waived base management fees (including those waived in connection with the OSI2 Merger described above) was $1.5 million for each of the three months ended March 31, 2024 and June 30, 2024.

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Incentive Fee

The incentive fee consists of two parts. Under the Investment Advisory Agreement, effective as of October 1, 2025, the first part of the incentive fee, which is referred to as the incentive fee on income or the Part I incentive fee, is calculated and payable quarterly in arrears based upon the amount that (x) our pre-incentive fee net investment income for the current calendar quarter and each of the eleven preceding calendar quarters beginning with the calendar quarter that commenced October 1, 2024, as the case may be (or the appropriate portion thereof in the case of any of the first eleven calendar quarters commencing on or after October 1, 2024) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Preferred Return. The “Preferred Return” will be determined on a quarterly basis and will be calculated by multiplying 1.50% (6.00% annualized) by the sum of our net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Trailing Twelve Quarters will be a total of less than twelve full fiscal quarters for all periods ending prior to September 30, 2027.

For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies, other than fees for providing managerial assistance) accrued during the fiscal quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, or OID, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. In addition, pre-incentive fee net investment income does not include any amortization or accretion of any purchase premium or purchase discount to interest income resulting solely from merger-related accounting adjustments in connection with the assets acquired in the OCSI Merger and the OSI2 Merger, in each case, including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting adjustments, in the aggregate, would result in an increase in pre-incentive fee net investment income.

Under the Investment Advisory Agreement, the calculation of the incentive fee on income for each quarter is as follows:

•No incentive fee on income is payable to Oaktree in any calendar quarter in which our pre-incentive fee net investment income for the Trailing Twelve Quarters does not exceed the Preferred Return;

•100% of our pre-incentive fee net investment income for the Trailing Twelve Quarters, if any, that exceeds the Preferred Return but is less than or equal to 1.8182% multiplied by our net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. This portion of the incentive fee on income is referred to as the “catch up” and is intended to provide Oaktree with an incentive fee of 17.5% on all of our pre-incentive fee net investment income when our pre-incentive fee net investment income during the Trailing Twelve Quarters reaches 1.8182% on net assets during the Trailing Twelve Quarters; and

•For any quarter in which our pre-incentive fee net investment income for the Trailing Twelve Quarters exceeds 1.8182% multiplied by our net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters, the incentive fee on income is 17.5% of the amount of our pre-incentive fee net investment income for such Trailing Twelve Quarters, as the Preferred Return and catch-up will have been achieved.

Effective October 1, 2025, the incentive fee on income as calculated is subject to a cap, or the Incentive Fee Cap. The Incentive Fee Cap in any quarter is the amount equal to (a) 17.5% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate incentive fees on income that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) pre-incentive fee net investment income in respect of the Trailing Twelve Quarters (or portion thereof) less (y) any Net Capital Loss in respect of the Trailing Twelve Quarters (or portion thereof). If, in any quarter, the Incentive Fee Cap is zero or a negative value, we shall pay no incentive fee on income to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the incentive fee on income calculated in accordance with the calculation described above, we shall pay Oaktree the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap was equal to or greater than the incentive fee on income calculated in accordance with the calculation described above, we shall pay Oaktree the incentive fee on income for such quarter.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

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From October 1, 2024 to September 30, 2025, Oaktree waived the incentive fee on income in such an amount as necessary such that the incentive fee on income in any quarter did not exceed (a) 17.5% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters (or portion thereof) less (b) the aggregate incentive fees on income that were paid to Oaktree (including the effect of waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For fiscal year ended September 30, 2025, Oaktree waived $20.4 million of part I incentive fees pursuant to this waiver agreement.

Prior to October 1, 2024, we paid Oaktree an incentive fee on income at a rate of 17.5% based on our pre-incentive fee net investment income compared to a preferred return of 1.50% per quarter with a 100% catch-up.

Under the Investment Advisory Agreement, the second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date) commencing with the fiscal year ended September 30, 2019 and equals 17.5% of our realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ended September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under the Investment Advisory Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to our portfolio as of the end of the fiscal year ended September 30, 2018 are excluded from the calculations of the second part of the incentive fee. In addition, the calculation of realized capital gains, realized capital losses and unrealized capital depreciation does (1) not include any such amounts resulting solely from merger-related accounting adjustments in connection with the assets acquired in the OCSI Merger, including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting adjustments, in the aggregate, would result in an increase in the capital gains incentive fee, (2) include any such amounts associated with the investments acquired in the OCSI Merger for the period from October 1, 2018 to the date of closing of the OCSI Merger, solely to the extent that the exclusion of such amounts, in the aggregate, would result in an increase in the capital gains incentive fee and (3) include any such amounts associated with the investments acquired in the OSI2 Merger for the period from August 6, 2018 to the date of closing of the OSI2 Merger, solely to the extent that the exclusion of such amounts, in the aggregate, would result in an increase in the capital gains incentive fee.

Examples of Quarterly Incentive Fee Calculation under the Investment Advisory Agreement (A)

Example 1: Three Quarters in which Pre-Incentive Fee Net Investment Income Exceeds the Preferred Return and Catch-up Amount(*)

Assumptions

Stable net asset value (NAV) of $100 million across all quarters

Investment income for each of the quarters (including interest, dividends, fees, etc.) = 4.4%

Preferred Return(1) = 1.5%

Base Management Fee(2) = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.15%

Pre-Incentive Fee Net Investment Income for each quarter (investment income−(base management fee + other expenses)) = 4.0%

Realized capital gains of 1% each quarter

Assumes no other quarters in the applicable Trailing Twelve Quarters

Incentive fee for first quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $4,000,000

Preferred Return = Q1 NAV × 1.5% = $100,000,000 × 0.015 = $1,500,000

Excess Income Amount above Preferred Return = Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Preferred Return = $4,000,000 −$1,500,000 = $2,500,000

Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $1,500,000 (the Preferred Return) but less than 1.8182% × Q1 NAV, or $1,818,200. This Catch-up Amount equals $318,200.

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Post Catch-up Amount = 17.5% of Pre-Incentive Fee Net Investment Income that exceeds the Catch-up Amount = 0.175 × ($4,000,000−$1,818,200) = $381,815

Catch-up Amount + Post Catch-up Amount = Incentive Fee on Income payment = $700,015.

No Incentive Fee on Income previously paid during the Trailing Twelve Quarters

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters − Incentive Fee on Income previously paid during the Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Net Capital Loss in respect of the relevant Trailing Twelve Quarters

No Net Capital Loss

Therefore, the Incentive Fee Cap = 17.5% of aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = Incentive Fee on Income, and the Incentive Fee Cap is not applied

(*) The hypothetical amount of each of management fees, other expenses, Pre-Incentive Fee Net Investment Income and realized capital gains or losses shown is based on a percentage of total net assets.

(1) Represents 6.0% annualized hurdle rate

(2) Represents 1.0% annualized management fee

Incentive fee for second quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $4,000,000 + $4,000,000 = $8,000,000

Preferred Return = (Q1 NAV + Q2 NAV) × 1.5% = $200,000,000 × 0.015 = $3,000,000

Excess Income Amount above Preferred Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters (e.g., Q1 and Q2) − Preferred Return = $8,000,000−$3,000,000 = $5,000,000

Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $3,000,000 (the Preferred Return) but less than 1.8182% × (Q1 NAV + Q2 NAV), or $3,636,400. This Catch-up Amount equals $636,400.

Post Catch-up Amount = 17.5% of Pre-Incentive Fee Net Investment Income that exceeds the Catch-up Amount = 0.175 × ($8,000,000−$3,636,400) = $763,630

Catch-up Amount + Post Catch-up Amount = Incentive Fee on Income payment = $1,400,030.

Incentive Fee on Income previously paid during the Trailing Twelve Quarters = $700,015.

Total Incentive Fee on Income for Q2 = Incentive Fee on Income payment − amount previously paid during Trailing Twelve Quarters= $700,015

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Net Capital Loss in respect of the relevant Trailing Twelve Quarters

No Net Capital Loss

Therefore, the Incentive Fee Cap = 17.5% of aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = Incentive Fee on Income, and the Incentive Fee Cap is not applied

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Incentive fee for third quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $4,000,000 + $4,000,000 + $4,000,000 = $12,000,000

Preferred Return = (Q1 NAV + Q2 NAV + Q3 NAV) × 1.5% = $300,000,000 × 0.015 = $4,500,000

Excess Income Amount above Preferred Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters (e.g., Q1, Q2 and Q3) – Preferred Return = $12,000,000 − $4,500,000 = $7,500,000

Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $4,500,000 (the Preferred Return) but less than 1.8182% × (Q1 NAV + Q2 NAV + Q3 NAV), or $5,454,600 = $954,600.

Post Catch-up Amount = 17.5% of Pre-Incentive Fee Net Investment Income that exceeds the Catch-up Amount = 0.175 × ($12,000,000 − $5,454,600) = $1,145,445

Catch-up Amount + Post Catch-up Amount = Incentive Fee on Income payment = $2,100,045

Incentive Fee on Income previously paid during the Trailing Twelve Quarters = $1,400,030

Total Incentive Fee on Income for Q3 = Incentive Fee on Income payment − amount previously paid during Trailing Twelve Quarters= $700,015

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Net Capital Loss in respect of the relevant Trailing Twelve Quarters

No Net Capital Loss

Therefore Incentive Fee Cap = 17.5% of aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = Incentive Fee on Income, and the Incentive Fee Cap is not applied

(*) The hypothetical amount of each of management fees, other expenses, Pre-Incentive Fee Net Investment Income and realized capital gains or losses shown is based on a percentage of total net assets.

(1) Represents 6.0% annualized hurdle rate

(2) Represents 1.0% annualized management fee

Example 2: Three Quarters in which Pre-Incentive Fee Net Investment Income does not meet the Preferred Return for one Quarter(*)

Assumptions

Stable NAV of $100 million across all quarters

Investment income for Q1 (including interest, dividends, fees, etc.) = 0.4%

Investment income for Q2 (including interest, dividends, fees, etc.) = 3.9%

Investment income for Q3 (including interest, dividends, fees, etc.) = 4.9%

Preferred Return(1) = 1.5%

Base Management Fee(2) = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.15%

Pre-incentive fee net investment income for Q1

(investment income − (management fee + other expenses)) = 0.0%

Pre-incentive fee net investment income for Q2

(investment income − (management fee + other expenses)) = 3.5%

Pre-incentive fee net investment income for Q3

(investment income − (management fee + other expenses)) = 4.5%

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Realized capital gains of 1% each quarter

Assumes no other quarters in the applicable Trailing Twelve Quarters

Incentive fee for first quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $0

Preferred Return = Q1 NAV × 1.5% = $100,000,000 × 0.015 = $1,500,000

Aggregate Pre-Incentive Fee Net Investment Income < Preferred Return. Therefore, no Incentive Fee on Income is payable for the quarter

Incentive fee for second quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $0 + $3,500,000 = $3,500,000

Preferred Return = (Q1 NAV + Q2 NAV) × 1.5% = $200,000,000 × 0.015 = $3,000,000

Excess Income Amount above Preferred Return = (aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters (e.g., Q1 and Q2)) − Preferred Return = $3,500,000−$3,000,000 = $500,000

Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $3,000,000 (the Preferred Return) but less than 1.8182% × (Q1 NAV + Q2 NAV), or $3,636,400. This Catch-up Amount equals $3,500,000−$3,000,000, or $500,000.

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters < the Catch-up Amount

Incentive Fee on Income payment = $500,000

No Incentive Fee on Income previously paid during the Trailing Twelve Quarters

Total Incentive Fee on Income for Q2 = Incentive Fee on Income payment − amount previously paid during Trailing Twelve Quarters=500,000

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters−Net Capital Loss in respect of the relevant Trailing Twelve Quarters

No Net Capital Loss

Therefore Incentive Fee Cap = 17.5% of aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = Incentive Fee on Income, and the Incentive Fee Cap is not applied

Incentive fee for third quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $0 + $3,500,000 + $4,500,000 = $8,000,000

Preferred Return = (Q1 NAV + Q2 NAV +Q3 NAV) × 1.5% = $300,000,000 × 0.015 = $4,500,000

Excess Income Amount above Preferred Return = (aggregate Pre-Incentive Fee Net Investment Income for Q1, Q2 and Q3) − Preferred Return = $8,000,000 − $4,500,000 = $3,500,000

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Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $4,500,000 (the Preferred Return) but less than 1.8182% × (Q1 NAV + Q2 NAV + Q3 NAV), or $5,454,600. This Catch-up Amount equals $954,600

Post Catch-up Amount = 17.5% of Pre-Incentive Fee Net Investment Income that exceeds the Catch-up Amount = 0.175 × ($8,000,000—$5,454,600) = $445,445

Catch-up Amount + Post Catch-up Amount = Incentive Fee on Income payment = $1,400,045

Incentive Fee on Income previously paid during the Trailing Twelve Quarters = $500,000

Total Incentive Fee on Income for Q3 = Incentive Fee on Income payment − amount previously paid during Trailing Twelve Quarters= $900,045

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Net Capital Loss in respect of the relevant Trailing Twelve Quarters

No Net Capital Loss

Therefore Incentive Fee Cap = 17.5% of aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = Incentive Fee on Income, and the Incentive Fee Cap is not applied

(*) The hypothetical amount of each of management fees, other expenses, Pre-Incentive Fee Net Investment Income and realized capital gains or losses shown is based on a percentage of total net assets.

(1) Represents 6.0% annualized hurdle rate

(2) Represents 1.0% annualized management fee

Example 3: Three Quarters in which Pre-Incentive Fee Net Investment Income Exceeds the Hurdle Rate with Net Capital Losses(*)

Assumptions

Stable net asset value (NAV) of $100 million across all quarters

Investment income for each of the quarters (including interest, dividends, fees, etc.) = 4.4%

Preferred Return(1) = 1.5%

Base Management Fee(2) = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.15%

Pre-incentive fee net investment income for each quarter

(investment income−(base management fee + other expenses)) = 4.0%

Unrealized capital losses of 1% each of Q1 and Q2 and a 3% unrealized loss in Q3

Assumes no other quarters in the applicable Trailing Twelve Quarters

Incentive fee for first quarter

Aggregate Pre-Incentive Fee Net Investment Income = $4,000,000

Preferred Return = Q1 NAV × 1.5% = $100,000,000 × 0.015 = $1,500,000

Excess Income Amount above Preferred Return = Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Preferred Return = $4,000,000−$1,500,000 = $2,500,000

Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $1,500,000 (the Preferred Return) but less than 1.8182% × Q1 NAV, or $1,818,200. This Catch-up Amount equals $318,200.

Post Catch-up Amount = 17.5% of Pre-Incentive Fee Net Investment Income that exceeds the Catch-up Amount

= 0.175 × ($4,000,000−$1,818,200) = $381,815

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Catch-up Amount + Post Catch-up Amount = Incentive Fee on Income payment = $700,015.

No Incentive Fee on Income previously paid during the Trailing Twelve Quarters

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters − Incentive Fee on Income previously paid during the Trailing Twelve Quarters

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return during the Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Net Capital Loss during the relevant Trailing Twelve Quarters

Net Capital Loss = 1% x $100,000,000 = $1,000,000

Cumulative Pre-Incentive Fee Net Return = $4,000,000 – $1,000,000 = $3,000,000

Therefore, the Incentive Fee Cap = 17.5% × $3,000,000 = $525,000.

Since the Incentive Fee Cap ($525,000) is less than the Incentive Fee on Income ($700,015), the Incentive Fee Cap is applied and a $525,000 Incentive Fee on Income is paid for the quarter

Incentive fee for second quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $4,000,000 + $4,000,000 = $8,000,000

Preferred Return = (Q1 NAV + Q2 NAV) × 1.5% = $200,000,000 × 0.015 = $3,000,000

Excess Income Amount above Preferred Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters (e.g., Q1 and Q2) − Preferred Return = $8,000,000−$3,000,000 = $5,000,000

Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $3,000,000 (the Preferred Return) but less than 1.8182% × (Q1 NAV + Q2 NAV), or $3,636,400. This Catch-up Amount equals $636,400.

Post Catch-up Amount = 17.5% of Pre-Incentive Fee Net Investment Income that exceeds the Catch-up Amount = 0.175 × ($8,000,000−$3,636,400) = $763,630

Catch-up Amount + Post Catch-up Amount = Incentive Fee on Income payment = $1,400,030.

Incentive Fee on Income previously paid during the Trailing Twelve Quarters = $525,000.

Total Incentive Fee on Income for Q2 = Incentive Fee on Income payment − amount previously paid during Trailing Twelve Quarters= $875,030

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return for the Trailing Twelve Quarters − Incentive Fee on Income previously paid for the Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters—Net Capital Loss in respect of the Trailing Twelve Quarters

Net Capital Loss in respect of the Trailing Twelve Quarters = 1% x $100,000,000 + 1% x $100,000,000 = $2,000,000

Cumulative Pre-Incentive Fee Net Return = $8,000,000 − $2,000,000 = $6,000,000

Therefore Incentive Fee Cap = 17.5% × $6,000,000 − $525,000 = $525,000.

Since the Incentive Fee Cap ($525,000) is less than the Incentive Fee on Income ($875,030), the Incentive Fee Cap is applied and a $525,000 Incentive Fee on Income is paid for the quarter

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Incentive fee for third quarter

Aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters = $4,000,000 + $4,000,000 + $4,000,000 = $12,000,000

Preferred Return = (Q1 NAV + Q2 NAV + Q3 NAV) × 1.5% = $300,000,000 × 0.015 = $4,500,000

Excess Income Amount above Preferred Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters (e.g., Q1, Q2 and Q3) – Preferred Return = $12,000,000 − $4,500,000 = $7,500,000

Catch-up Amount = 100% of Pre-Incentive Fee Net Investment Income that is greater than $4,500,000 (the Preferred Return) but less than 1.8182% × (Q1 NAV + Q2 NAV + Q3 NAV), or $5,454,600 = $954,600.

Post Catch-up Amount = 17.5% of Pre-Incentive Fee Net Investment Income that exceeds the Catch-up Amount = 0.175 × ($12,000,000 − $5,454,600) = $1,145,445

Catch-up Amount + Post Catch-up Amount = Incentive Fee on Income Payment = $2,100,045

Incentive Fee on Income previously paid during the Trailing Twelve Quarters = $1,050,000.

Total Incentive Fee on Income for Q3 = Incentive Fee on Income payment − amount previously paid during Trailing Twelve Quarters= $1,050,045

Incentive Fee Cap = 17.5% of Cumulative Pre-Incentive Fee Net Return for the Trailing Twelve Quarters − Incentive Fee on Income previously paid for the Trailing Twelve Quarters

Cumulative Pre-Incentive Fee Net Return = aggregate Pre-Incentive Fee Net Investment Income during the relevant Trailing Twelve Quarters − Net Capital Loss in respect of the Trailing Twelve Quarters

Net Capital Loss in respect of the Trailing Twelve Quarters = 1% x $100,000,000 + 1% x $100,000,000 + 3% x $100,000,000 = $5,000,000

Cumulative Pre-Incentive Fee Net Return = $12,000,000 − $5,000,000 = $7,000,000

Therefore, the Incentive Fee Cap = 17.5% × ($7,000,000 − $1,050,000) = $175,000

Since the Incentive Fee Cap ($175,000) is less than the Incentive Fee on Income ($1,050,045), the Incentive Fee Cap is applied and a $175,000 Incentive Fee on Income is paid for the quarter

__________

(A) Solely for purposes of these illustrative examples, we have assumed that we have not incurred any leverage. However, we have in the past and expect to continue in the future to use leverage to partially finance our investments. In addition, solely for purposes of these illustrative examples, we have assumed the Incentive Fee Cap exceeds the incentive fee on income.

Example 4: Incentive Fee on Capital Gains under the Investment Advisory Agreement

Assumptions

•Year 1: $10 million investment made in Company A (“Investment A”), $10 million investment made in Company B (“Investment B”), $10 million investment made in Company C (“Investment C”), $10 million investment made in Company D (“Investment D”) and $10 million investment made in Company E (“Investment E”).

•Year 2: Investment A sold for $20 million, fair market value (“FMV”) of Investment B determined to be $8 million, FMV of Investment C determined to be $12 million, and FMV of Investments D and E each determined to be $10 million.

•Year 3: FMV of Investment B determined to be $8 million, FMV of Investment C determined to be $14 million, FMV of Investment D determined to be $14 million and FMV of Investment E determined to be $16 million.

•Year 4: Investment D sold for $12 million, FMV of Investment B determined to be $10 million, FMV of Investment C determined to be $16 million and FMV of Investment E determined to be $14 million.

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•Year 5: Investment C sold for $20 million, FMV of Investment B determined to be $14 million and FMV of Investment E determined to be $10 million.

•Year 6: Investment B sold for $16 million and FMV of Investment E determined to be $8 million.

•Year 7: Investment E sold for $8 million and FMV.

These assumptions are summarized in the following chart:

Investment A Investment B Investment C Investment D Investment E Cumulative Unrealized Capital Depreciation Cumulative Realized Capital Losses Cumulative Realized Capital Gains

Year 1 $10 million (cost basis) $10 million (cost basis) $10 million (cost basis) $10 million (cost basis) $10 million (cost basis) -- -- --

Year 2 $20 million (sale price) $8 million

FMV $12 million FMV $10 million FMV $10 million FMV $2 million -- $10 million

Year 3 -- $8 million

FMV $14 million FMV $14 million FMV $16 million FMV $2 million -- $10 million

Year 4 -- $10 million FMV $16 million FMV $12 million (sale price) $14 million FMV -- -- $12 million

Year 5 -- $14 million FMV $20 million (sale price) -- $10 million FMV -- -- $22 million

Year 6 -- $16 million (sale price) -- -- $8 million FMV $2 million -- $28 million

Year 7 -- -- -- -- $8 million (sale price) -- $2 million $28 million

The Incentive Fee on Capital Gains under the Investment Advisory Agreement would be:

•Year 1: None

•Year 2: Capital Gains Fee = 17.5% multiplied by ($10 million realized capital gains on sale of Investment A less $2 million cumulative capital depreciation) = $1.4 million

•Year 3: Capital Gains Fee = (17.5% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.4 million cumulative Capital Gains Fee previously paid = $1.4 million less $1.4 million = $0.00 million

•Year 4: Capital Gains Fee = (17.5% multiplied by ($12 million cumulative realized capital gains)) less $1.4 million cumulative Capital Gains Fee previously paid = $2.1 million less $1.4 million = $0.7 million

•Year 5: Capital Gains Fee = (17.5% multiplied by ($22 million cumulative realized capital gains)) less $2.1 million cumulative Capital Gains Fee previously paid = $3.85 million less $2.1 million = $1.75 million

•Year 6: Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $3.85 million cumulative Capital Gains Fee previously paid = $4.55 million less $3.85 million = $0.70 million

•Year 7: Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $4.55 million cumulative Capital Gains Fee previously paid = $4.55 million less $4.55 million = $0.00 million

Duration and Termination

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect from year-to-year if approved annually by our Board or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. The Investment Advisory Agreement will automatically terminate in the event of its assignment. The Investment Advisory Agreement may be terminated

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by either party without penalty upon 60 days’ written notice to the other. The Investment Advisory Agreement may also be terminated, without penalty, upon the vote of a majority of our outstanding voting securities.

Indemnification

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, Oaktree and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Oaktree’s services under the Investment Advisory Agreement or otherwise as our investment adviser.

Organization of our Adviser

Our Adviser is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. The principal address of our Adviser is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Board Approval of the Investment Advisory Agreement

At the meeting held on November 10, 2025, our Board of Directors, including all of the independent directors, unanimously approved the Investment Advisory Agreement. In reaching its decision to approve the Investment Advisory Agreement, our Board of Directors, including all of the independent directors, reviewed a significant amount of information, which had been furnished by Oaktree at the request of independent counsel, on behalf of the independent directors. In reaching a decision to approve the Investment Advisory Agreement, our Board of Directors considered, among other things:

•the nature, extent and quality of services performed by Oaktree;

•the investment performance of us and other Business Development Companies with a similar investment objective to us;

•the costs of services provided and the profits realized by Oaktree and its affiliates from their relationship with us;

•the possible economies of scale that would be realized due to our growth;

•whether fee levels reflect such economies of scale for the benefit of investors; and

•comparisons of services rendered to and fees paid by us with the services provided by and the fees paid to other investment advisers and the services provided to and the fees paid by other Oaktree clients.

No single factor was determinative of the decision of our Board of Directors, including all of the independent directors, to approve the Investment Advisory Agreement and individual directors may have weighed certain factors differently. Throughout the process, the independent directors were advised by, and met separately with, independent counsel.

Payment of Our Expenses

Our primary operating expenses are the payment of (i) a base management fee and any incentive fees and (ii) the allocable portion of overhead and other expenses incurred by Oaktree Administrator in performing its obligations under the Administration Agreement. Our management fee compensates our Adviser for its work in identifying, evaluating, negotiating, executing and servicing our investments. We generally bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

•expenses of offering our debt and equity securities;

•the investigation and monitoring of our investments;

•the cost of calculating our net asset value;

•the cost of effecting sales and repurchases of shares of our common stock and other securities;

•management and incentive fees payable pursuant to the Investment Advisory Agreement;

•fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms);

•transfer agent, trustee and custodial fees;

•interest payments and other costs related to our borrowings;

•fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events);

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•federal and state registration fees;

•any exchange listing fees;

•federal, state and local taxes;

•independent directors’ fees and expenses;

•brokerage commissions;

•costs of mailing proxy statements, stockholders’ reports and notices;

•costs of preparing government filings, including periodic and current reports with the SEC;

•fidelity bond, liability insurance and other insurance premiums; and

•printing, mailing, independent accountants and outside legal costs and all other direct expenses incurred by either our administrator or us in connection with administering our business, including payments under the Administration Agreement.

Administration Agreement

We are party to the Administration Agreement with Oaktree Administrator. Pursuant to the Administration Agreement, Oaktree Administrator provides administrative services to us necessary for our operations, which include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as Oaktree Administrator, subject to review by our Board of Directors, shall from time to time deem to be necessary or useful to perform its obligations under the Administration Agreement. Oaktree Administrator may, on behalf of us, conduct relations and negotiate agreements with custodians, trustees, depositories, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Oaktree Administrator will make reports to our Board of Directors of its performance of obligations under the Administration Agreement and furnish advice and recommendations with respect to such other aspects of our business and affairs, in each case, as it shall determine to be desirable or as reasonably required by our Board of Directors; provided that Oaktree Administrator shall not provide any investment advice or recommendation.

Oaktree Administrator also provides portfolio collection functions for interest income, fees and warrants and is responsible for the financial and other records that we are required to maintain, and prepares, prints and disseminates reports to our stockholders and all other materials filed with the SEC. In addition, Oaktree Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. Oaktree Administrator may also offer to provide, on our behalf, managerial assistance to our portfolio companies.

For providing these services, facilities and personnel, we reimburse Oaktree Administrator the allocable portion of overhead and other expenses incurred by Oaktree Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the rent of our principal executive offices (which are located in a building owned by a Brookfield affiliate) at market rates and our allocable portion of the costs of compensation and related expenses of our Chief Financial Officer, Chief Compliance Officer, their staffs and other non-investment professionals at Oaktree that perform duties for us. Such reimbursement is at cost, with no profit to, or markup by, Oaktree Administrator.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, Oaktree Administrator and its officers, managers, partners, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Oaktree Administrator’s services under the Administration Agreement or otherwise as our administrator.

Unless earlier terminated as described below, the Administration Agreement will remain in effect from year-to-year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other. The Administration Agreement may also be terminated, without penalty, upon the vote of a majority of our outstanding voting securities.

Competition

We operate in a highly competitive market for investment opportunities. We compete for investments with various other investors, such as other public and private funds, other Business Development Companies, commercial and investment banks, commercial finance companies and to the extent they provide an alternative form of financing, private equity funds, some of

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which may be our affiliates. Oaktree manages or sub-advises other funds and accounts, or collectively, the Other Oaktree Funds, that may have investment objectives that overlap with ours, which may result in us receiving no or limited allocations. Many competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that will not be available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we do, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act and the Code impose on us. The competitive pressures could impair our business, financial condition and results of operations. As a result of this competition, we may not be able to take advantage of attractive investment opportunities. See “