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Current Report · Items 3.02, 8.01 · 8-K

Blue Owl Credit Income Corp.

Unregistered Sales of Equity Securities · Other Events

Item 3.02. Unregistered Sale of Equity Securities. As of September 1, 2026, Blue Owl Credit Income Corp. (the “Company,” “we” or “us”) sold unregistered shares of its Class I common stock to feeder vehicles primarily created to hold the Company’s Class I shares.…

Filed Sep 23, 2026Accepted Sep 23, 2026, 4:14 PM EDTCIK 1812554Accession 0001812554-26-000053
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Company context

Blue Owl Credit Income Corp. is a specialty finance company focused on lending to U.S. middle-market companies. As of June 30, 2026, OCIC had investments in 345 portfolio companies with an aggregate fair value of $35.7 billion. OCIC has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. OCIC is externally managed by Blue Owl Credit Advisors LLC, an SEC-registered investment adviser that is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform.

Recent company filings

  1. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementSep 22, 2026
  2. 424B3 filingSep 15, 2026
  3. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementSep 15, 2026
  4. SC TO-I filingAug 26, 2026
  5. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementAug 25, 2026

Disclosure sections

Items 3.02, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sale of Equity Securities. As of September 1, 2026, Blue Owl Credit Income Corp. (the “Company,” “we” or “us”) sold unregistered shares of its Class I common stock to feeder vehicles primarily created to hold the Company’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold: Date of Unregistered Sale Approximate Number of Shares of Class I Common Stock Consideration ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── As of September 1, 2026 (number of shares finalized on September 23, 2026) 191,466 $1,750,000
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. Distribution On August 4, 2026, the Company’s board of directors declared the following monthly distribution payable on or before October 30, 2026 and November 30, 2026 to shareholders of record as of September 30, 2026 and October 30, 2026. Class of Common Shares Gross Distributions Shareholder Servicing Fee1 Net Distributions1 ─────────────────────────────────────────────────────────────────────────────────────────────────────────── Class S $0.070100 $0.006365 $0.063735 Class D $0.070100 $0.001874 $0.068226 Class I $0.070100 $0.000000 $0.070100 Status of the Offering The Company is currently publicly offering on a continuous basis up to $15.0 billion (the “Current Offering”) in shares of Class S, Class D and Class I common stock (the “Shares”) and previously offered on a continuous basis up to $20.0 billion (the “Prior Offerings” and together with the Current Offering, the “Offering”) in Class S, Class D and Class I Shares. Additionally the Company has sold unregistered Shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The table below does not include Shares issued through the Company’s distribution reinvestment plan. Offering Common Shares Issued Total Consideration ────────────────────────────────────────────────────────────────────────────────────────────────────────────── Class S Shares 735,264,862 $6,952,961,948 Class D Shares 106,408,747 $993,202,421 Class I Shares 1,372,454,433 $12,890,618,118 Private Offering Class I Shares 172,399,498 $1,627,843,710 Total Offering and Private Offering2 2,386,527,540 $22,464,626,197 1 Based on August 31, 2026 net asset value. 2 Includes seed capital of $1,000 contributed by Blue Owl Credit Advisors LLC (the “Adviser”) in September 2020 and approximately $25.0 million in gross proceeds raised from an entity affiliated with the Adviser. September 1, 2026 Public Offering Price In accordance with the Company’s share pricing policy, we intend to sell our shares on the first business day of each month at a net offering price that we believe reflects the net asset value (“NAV”) per share at the end of the preceding month. The September 1, 2026 public offering price for each of our share classes is equal to such class’s NAV per share as of August 31, 2026, plus applicable maximum upfront sales load. As of August 31, 2026, the Company’s aggregate NAV was $18.7 billion. Net Asset Value (per share) Class S $9.11 Class D $9.12 Class I $9.14 Performance Update The table below summarizes the Company’s Class I common share returns for the following periods as of August 31, 2026: 1-month 3-month Year-to-Date 1-year 3-year 5-year Inception-to-Date ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Total net return3 1.3% 2.2% 4.0% 6.4% 9.5% 9.4% 9.2% Through August 31, 2026, the Company’s Class I shares have also outperformed public credit alternatives, exceeding the Morningstar LSTA U.S. Leveraged Loan Index by 318 basis points, the Bloomberg U.S. Corporate High Yield Index by 478 basis points, and the Bloomberg U.S. Aggregate Bond Index by 922 basis points since inception4. As of August 31, 2026 the Company’s annualized distribution rate for Class I Common Shares is 9.2%5. 3 Past performance is not a guarantee of future results. Returns are compounded monthly. Total return is calculated as the change in monthly NAV (assuming any dividends and distributions, net of shareholder servicing fees, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV. Returns greater than one year are annualized. Returns reflect reinvestments of distributions and the deduction of ongoing expenses that are borne by investors, such as management fees, incentive fees, servicing fees, interest expense, offering costs, professional fees, director fees and other general and administrative expenses. An investment in the Company is subject to a maximum upfront sales load (Class S: 3.5%, Class D: 1.5%, Class I: No sales load) which will reduce the amount of capital available for investment. Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. Returns since inception (ITD) are based on the inception date of the respective share class, which for Class S is April 1, 2021 and for Class D and Class I is March 1, 2021. Class S (With Max Sales Load): (2.3)% (1-mo), (1.4)% (3-mo), (0.2)% (YTD), 1.8% (1-yr), 7.3% (3-yr), 7.7% (5-yr), 7.6% (ITD) Class S (No Sales Load): 1.1% (1-mo), 2.0% (3-mo), 3.3% (YTD), 5.4% (1-yr), 8.6% (3-yr), 8.4% (5-yr), 8.3% (ITD) Class D (With Max Sales Load): (0.3)% (1-mo), 0.6% (3-mo), 2.2% (YTD), 4.5% (1-yr), 8.7% (3-yr), 8.8% (5-yr), 8.6% (ITD) Class D (No Sales Load): 1.2% (1-mo), 2.2% (3-mo), 3.7% (YTD), 6.0% (1-yr), 9.2% (3-yr), 9.1% (5-yr), 8.9% (ITD) 4 Source: Bloomberg. The Morningstar LSTA U.S. Leveraged Loan Index is designed to reflect the market-weighted performance of U.S. institutional leveraged loans. The Bloomberg U.S. Corporate High Yield Index measures the USD-denominated, high yield, fixed-rate corporate bond market. The Bloomberg U.S. Aggregate Bond index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage-backed securities, asset backed securities and commercial mortgage-backed securities. 5 Distribution payments are not guaranteed. The Company may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital, offering proceeds, and advances or the deferral of fees and expense reimbursements. The annualized distribution rate shown is calculated by multiplying the September distribution per share declared by twelve and dividing the result by the August 31, 2026 NAV per share. The annualized distribution rate shown may be rounded and is presented net of applicable servicing fees (Class I: no servicing fee; Class D: 0.25%; Class S: 0.85%). The payment of future distributions is subject to the discretion of the Company's board of directors and applicable legal restrictions. Accordingly, there can be no assurance as to the amount or timing of any future distributions, and distributions may be reduced, suspended, or eliminated at any time. For further information, please see the Company's filings with the U.S. Securities and Exchange Commission at www.sec.gov. Portfolio and Business Update The average debt-to-equity leverage ratio during the month-to-date period ended August 31, 2026 was 0.90x. As of August 31, 2026, we had net leverage of 0.88x debt-to-equity. As of August 31, 2026, we had available liquidity of $11.2 billion, which includes cash, liquid Level 2 assets and available debt. The table below summarizes the company’s committed debt capacity and drawn amounts as of August 31, 2026. ($ in millions) Number of Facilities Aggregate Principal Committed Outstanding Principal ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Revolving Credit Facility6 1 $ 3,900 $ 266 SPV Asset Facilities 11 10,300 6,219 CLOs 9 3,562 3,562 Unsecured Notes6 12 7,184 7,184 Total Debt $ 24,946 $ 17,231 Of the Company’s committed debt capacity, $17.8 billion (71.2%) is in secured floating rate leverage and $7.2 billion (28.8%) is in unsecured fixed rate leverage. Of the Company’s $7.2 billion unsecured fixed rate leverage, $6.3 billion is hedged by interest rate swaps for which we receive fixed rate interest and pay variable rate interest. In addition, the Company completed a series of financing transactions during September 2026. On September 14, 2026, the Company issued $700 million aggregate principal amount of 6.250% notes due 2029 and $300 million aggregate principal amount of 6.550% notes due 2031. On September 16, 2026, the Company amended and extended its senior secured revolving credit facility to increase capacity, extend maturities, and improve pricing. On September 23, 2026, the Company fully repaid the $350.0 million September 2026 Notes at par. 6 Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies and cross-currency swap. As of August 31, 2026, we had investments in 335 portfolio companies with an aggregate fair value of $35.1 billion, and the fair value of our debt investments as a percentage of principal was 97.5%. As of August 31, 2026, based on fair value, our portfolio consisted of 87.1% first lien debt investments, 3.7% second lien debt investments, 1.1% unsecured debt investments, 0.4% specialty finance debt investments, 1.4% preferred equity investments, 1.4% common equity investments, 3.8% specialty finance equity investments, and 1.1% joint ventures. As of August 31, 2026, 98.2% of the debt investments based on fair value in our portfolio were at floating rates. The table below describes investments by industry composition based on fair value as of August 31, 2026. Industry Fair Value % of Fair Value ($ in millions) ─────────────────────────────────────────────────────────────────────────────────────────────────── Healthcare providers and services $ 5,016 14.3% Internet software and services 4,912 14.0% Insurance 3,101 8.8% Healthcare equipment and services 2,322 6.6% Financial services 2,203 6.2% Healthcare technology 1,951 5.5% Professional services 1,682 4.8% Food and beverage 1,554 4.4% Business services 1,249 3.6% Buildings and real estate 1,124 3.2% Leisure and entertainment 986 2.8% Containers and packaging 797 2.3% Chemicals 791 2.3% Pharmaceuticals 759 2.2% Infrastructure and environmental services 741 2.1% Distribution 701 2.0% Automotive services 668 1.9% Asset based lending and fund finance 653 1.9% Telecommunications 517 1.5% Household products 517 1.5% Advertising and media 434 1.2% Consumer products 416 1.2% Joint Venture 388 1.1% Aerospace and defense 330 0.9% Specialty retail 318 0.9% Manufacturing 266 0.8% Human resource support services 229 0.7% Transportation 181 0.5% Education 177 0.5% Energy equipment and services 89 0.3% Automotive aftermarket 9 0.0% Total $ 35,081 100.0% Past performance is not necessarily indicative of future performance, and there can be no assurance that we will achieve comparable investment results, or that any targeted returns will be met. Statements contained herein that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of our management. Such statements involve known and unknown risks, uncertainties, and other factors, and undue reliance should not be placed thereon. Certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “project”, “estimate”, “intend”, “continue”, “target”, or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. The estimates presented above are based on management’s preliminary determinations only and, consequently, the data set forth in our Form 10-Q or 10-K may differ from these estimates, and any such differences may be material. In addition, the information presented above does not include all of the information regarding our financial condition and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above. The information presented above is based on management’s current expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. We assume no duty to update these preliminary estimates except as required by law. Certain information contained in this Current Report on Form 8-K has been obtained from sources outside the Company, which in certain cases have not been updated through the date hereof. While such information is believed to be reliable for purposes used herein, no representations are made as to the accuracy or completeness thereof and none of the Company, its funds, nor any of their affiliates takes any responsibility for, and has not independently verified, any such information. Neither KPMG LLP, our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed procedures with respect to the preliminary financial data contained herein. Accordingly, KPMG LLP does not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information. Indices are provided for illustrative purposes only and are not indicative of any investment. They have not been selected to represent appropriate indices or targets for the Company. Rather, the index shown is provided solely to illustrate the performance of well-known and widely recognized indices. Any comparisons herein of the investment performance of the Company to an index are qualified as follows: (i) the volatility of such index will likely be materially different from that of the Company (ii) such index will, in many cases, employ different investment guidelines and criteria than the Company and, therefore, holdings in the Company will differ significantly from holdings of the securities that comprise such index and the Company may invest in different asset classes altogether from the illustrative index, which may materially impact the performance of the Company relative to the index; and (iii) the performance of such index is disclosed solely to allow for comparison on the Company's performance to that of a well-known index. Comparisons to indices have limitations because indices have risk profiles, volatility, asset composition and other material characteristics that will differ from the Company. The indices do not reflect the deduction of fees or expenses. You cannot invest directly in an index. No representation is being made as to the risk profile of any benchmark or index relative to the risk profile of the Company presented herein. There can be no assurance that the future performance of any specific investment, or product will be profitable, equal any corresponding indicated historical performance, or be suitable for a portfolio.