Blue OWL Capital Inc. OWL
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 21, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
46 paragraphs in Risk Factors of the 10-K filed Feb 19, 2026 with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
•We have increasingly undertaken business initiatives to increase the number and type of products offered to individual investors, which could expose us to new and greater levels of risk.
•Our use of AI technologies could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal and regulatory risks in ways that we cannot predict.
In addition, because our products borrow money and may issue debt securities to make investments, our products’ net investment income will depend, in part, upon the difference between the rate at which they borrow funds or pay interest on such debt securities and the rate at which they invest those funds. In periods of declining interest rates, our products may earn less interest income from investments during such lower rate environment.
rebates or by other means. As a result, Blue Owl may need to provide discounts more broadly to investors or reduce fees to meet such industry pressures, which reduction in fees may be further exacerbated by discount expectations of existing investors.
•Some of our competitors may be willing to pay higher placement, servicing or other forms of distributor fees in order to broaden distribution of their private wealth products, which may adversely impact the amount of capital we are able to raise in the private wealth channel;
Show the other 16
We have increasingly undertaken business initiatives to increase the number and type of products offered to individual investors, which could expose us to new and greater levels of risk.
We have increasingly undertaken business initiatives to increase the number and type of products offered to investors, especially individual investors (including investors often described as high net worth individuals, family offices and mass affluent individuals), in the U.S. and other jurisdictions around the world. Our investment adviser subsidiaries or affiliates currently manage or advise a number of such vehicles, and a number of other vehicles are expected to be launched at various times in the future.
Accessing individual investors and selling products directed at such investors exposes us to new and greater levels of risk, including heightened litigation and regulatory enforcement risks, an increased compliance burden, and more complex administration and accounting operations. In addition, regulatory requirements imposing limitations on the ability of affiliates of certain of our vehicles to engage in certain transactions may limit our funds’ ability to engage in otherwise attractive investment opportunities.
We continue to distribute products through new channels and markets, including through unaffiliated third-party firms, and we may not be able to effectively monitor or control the manner of distribution, which could result in litigation or regulatory action against us. In addition, there is an increased compliance burden associated with onboarding new distributors or pursuing new distribution channels. Although we engage in due diligence and onboarding procedures that seek to uncover issues relating to the third parties through which individual investors access our products, we do not control and may have limited information regarding many of these third-party channels and, therefore, we are exposed to the risks of reputational damage, regulatory scrutiny and legal liability to the extent such third parties improperly sell our products to investors.
As we expand the distribution of products to individual investors outside of the U.S., we are increasingly exposed to risks in non-U.S. jurisdictions. While many of the risks we face in non-U.S. jurisdictions are similar to those that we face in the distribution of products to individual investors in the U.S., non-U.S. securities laws and other applicable regulatory regimes can be extensive, complex and vary by jurisdiction. In addition, the distribution of products to individual investors outside of the U.S. may involve complex structures and market practices that vary by local jurisdiction. As a result, this expansion subjects us to additional complexity, litigation and regulatory risk. See also “—Risks Related to Our Operations—We may continue to enter into new product lines and expand into new investment strategies, geographic markets, businesses and investor profiles, each of which may result in upfront costs and additional risks and uncertainties in our business.”
Investors may also seek to have their interests repurchased due to changes in interest rates that make other investments more attractive, rebalancing of their asset allocations, changes in investor perception of us and our investments as well as our reputation, dissatisfaction with a product’s performance or investment strategy, departures or changes in responsibilities of key investment professionals, and liquidity needs.
The inclusion of repurchase features in investment vehicles creates heightened risk of operational error, including with respect to the calculation of net asset values, which could expose us to increased risk of litigation, regulatory action and reputational damage.
We and our products have invested and plan to continue to invest in multiple asset classes within digital infrastructure, which subjects us to risks, including:
•Project revenues can be affected by a number of factors including economic and market conditions, political events, competition, regulation and the financial position and business strategy of customers;
•Any failure of physical infrastructure or services could lead to significant costs and disruptions that could harm our business reputation. Such a failure could result from numerous factors, including mechanical failures, power outages, human error, shortages of material and skilled labor or work stoppages, physical or electronic security incidents, wars, terrorism, health crises or pandemics, fires, earthquakes, hurricanes, floods, climate change, and other natural disasters, sabotages and acts of vandalism;
•Service interruptions, equipment failures or security incidents may result in legal liability, regulatory requirements, penalties and monetary damages and damage our brand and reputation;
•Dependence on third-party suppliers for power, network connectivity and certain other services results in vulnerability to service failures of such third-party suppliers and can lead to price increases by such suppliers to the extent such costs are not borne by customers;
•The digital infrastructure industry is highly competitive and it may be difficult to develop and maintain a balanced customer base of investment-grade or creditworthy tenants, resulting in increased risk based on the credit quality of one or more customers;
•Demand for digital infrastructure assets, power or connectivity is particularly susceptible to general economic slowdowns as well as adverse developments in the internet and data communications and broader technology industries;
•Technological developments may cause certain digital infrastructure assets to become obsolete or result in decreased demand for such digital infrastructure assets;
•Digital infrastructure investments are subject to substantial and evolving government regulation related to the acquisition and operation of such investments; and
•The use and development of AI technologies is subject to evolving and complex regulatory frameworks across various jurisdictions, and it remains uncertain how AI technologies and such regulatory developments will impact new and existing digital infrastructure investments.
Our digital infrastructure focused funds may be more susceptible to any single economic, political or regulatory occurrence and more volatile than a more diversified fund. Additionally, our strategy to invest across different classes of digital infrastructure assets may not perform as well as a portfolio that is concentrated in a particular type of digital infrastructure asset. Any of these factors may cause the value of the investments in our digital infrastructure funds to decline, which may have a material impact on our business and results of operations.
The rapid evolution and increased availability of AI technologies may intensify cybersecurity risks by making such attacks and other cybersecurity incidents more difficult to detect, contain, and mitigate. For example, threat actors could impersonate Blue Owl or our employees, including through the use of AI technologies. Such technologies make such impersonation more likely to occur or appear more credible.
There is no guarantee that the non-competition and non-solicitation agreements to which our senior managing directors and other key personnel are subject, together with our other arrangements with them, will prevent them from leaving, joining our competitors or otherwise competing with us. Such agreements also expire after a certain period of time, at which point such personnel would be free to compete against us and solicit our clients and employees. In addition, such agreements may not be enforceable in all cases, particularly as U.S. states and/or federal agencies enact legislation or adopt rules aimed at effectively prohibiting non-competition agreements.
In addition, subject to applicable law and our policies and procedures, we are permitted to cause a product to enter into a transaction to purchase securities from, or sell securities to, another product we manage, or co-investors or co-investment vehicles. Any of these transactions raise potential conflicts of interest, including where: (i) the investment of one product supports the value of portfolio investments owned by another product or (ii) the transaction allows us to realize carried interest or receive future management fees or other compensation with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value.
Potential conflicts of interest may arise in connection with co-investments between our private funds and our Regulated Products. Funds sponsored or managed by our investment adviser subsidiaries are prohibited from participating in certain transactions alongside our Regulated Products, or certain entities controlled by such funds, without an SEC exemptive order (“Co-Investment Exemptive Order”). We intend to rely on the Co-Investment Exemptive Order in order to engage in co-investment transactions between our private funds and our Regulated Products and certain of their controlled entities. Our ability to rely on the Co-Investment Exemptive Order is subject to certain limitations and requirements, including the requirement that each participant in a co-investment transaction acquire or dispose of the same class of securities on substantially the same key terms and share expenses related to the co-investment transaction pro rata to the securities being acquired. These restrictions may limit the ability of our private funds to make certain investments they otherwise may have made, and subject our products to additional compliance and regulatory risk. Additionally, the different investment objectives of our private funds versus our Regulated Products may result in a potential conflict of interest, including in connection with the allocation of investments between the funds made in co-investment transactions pursuant to the Co-Investment Exemptive Order and in decisions about the allocation of specific investment opportunities between our private funds and our Regulated Products.
On January 31, 2020, the UK formally withdrew from the EU (“Brexit”) and entered into a transition period during which the majority of the existing EU rules continued to apply in the UK. Following the end of the transition period on December 31, 2020, EU rules ceased to apply in the UK.
As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to substantially many of the same rules and regulations as prior to Brexit. However, the UK government has begun to revise certain areas of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time. It is possible that the EU may respond to UK initiatives by restricting third country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, our products and investments and their ability to achieve their investment objectives may be negatively impacted, including as a result of increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions.
Credit funds have been the subject of increasing regulatory focus at international and regional levels. To the extent that our products are engaged in lending activity, they may be subject to restrictions on their activities and be obliged to comply with regulatory reporting and disclosure requirements in accordance with AIFMD II and/or other future regulatory initiatives. This may impact the activities and/or returns of the relevant product, lead to additional costs and expenses, and/or require the commitment of additional resources.
The International Organization of Securities Commissions (“IOSCO”) and the Financial Stability Board (“FSB”) have called on regulators to consider issues arising from the rapid growth in private finance, including in relation to systemic risk, transparency, leverage, liquidity, and conflicts of interest. It is likely that regulators will continue to focus on the credit funds sector and may introduce further regulatory requirements in the future.
Starting in 2026, AIFMD II will introduce rules in respect of products that originate loans, including in relation to (a) leverage limits, (b) liquidity requirements for products which constitute ‘open-ended loan-originating funds’ under the AIFMD, (c) limits on lending exposure to a single financial institution, (d) a prohibition on lending to certain entities and/or individuals that may give rise to conflicts of interest, (e) a ban on ‘originate-to-distribute’ strategies, (f) a risk retention requirement, (g) mandatory disclosures and reporting and (h) policies and procedures for loan origination.
It remains uncertain whether or not the AIFMD II requirements in respect of products that originate loans will apply to certain Blue Owl entities which act as non-EEA AIFMs of certain Blue Owl products. The relevant product may or may not, therefore, be required to comply with the AIFMD II requirements for products that originate loans. If the relevant product is required to comply with the AIFMD II requirements, this could affect the relevant product’s investment portfolio, require the implementation of policies and procedures for loan origination, and lead to an increase in the resources and costs necessary for compliance. In addition, as certain Blue Owl entities may be considered non-EEA managers of certain products, whereas a third party may be the EEA AIFM of certain other products, it is possible that the implementation of AIFMD II could result in
varying application of the rules relating to funds originating loans as between different products in the same strategy and, therefore, a divergence between their respective portfolio investments and related policies and procedures. In particular, certain products may not be required to comply with the AIFMD II requirements which could result in different investment portfolios as between these products and other products being required to comply with AIFMD II.
Generally, our Regulated Products are not able to issue and sell their common stock or shares, as applicable, at a price below net asset value per share. However, in limited circumstances, our Regulated Products may issue and sell their common stock or shares, as applicable, at a price below net asset value per share if certain conditions are met, including, among other things, that stockholders or shareholders, as applicable, of the applicable Regulated Product approve such issuance or sale.
In recent years, certain investors have placed increasing importance on policies and practices related to responsible investing and ESG for the products to which they commit capital and investors may decide not to commit capital to future fundraises based on their assessment of our approach to and consideration of ESG-related issues or risks. Similarly, a variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. If our responsible investing or ESG-related practices or ratings do not meet the standards set by such investors or organizations, or if we receive a negative rating or assessment from any such organization, or if we fail, or are perceived to fail, to demonstrate
Our use of AI technologies could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal and regulatory risks in ways that we cannot predict.
Recent technological advances in AI technologies, as well as the rapid growth and widespread use thereof, present risks to our business, products, portfolio companies and investments. AI technologies may result in significant and disruptive changes in companies, sectors or industries, including those in which we invest, and the continued development and adoption of AI technologies could increase the risk of defaults and material declines in business performance across various industries and at specific companies within an industry, even while other companies in such industry benefit from the development and adoption of AI technologies. Any such changes could also render our underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent our competitors or the competitors of our portfolio companies or investments make more efficient or extensive use of AI technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI technologies, which could adversely affect our business, products, portfolio companies and investments. Additionally, we, our products and investments could be further exposed to the risks of AI technologies if third-party service providers or any counterparties, whether or not known to us, use AI technologies in their business activities. We will not be able to control the use of AI technologies in third-party products or services, including those provided by our and our affiliates’ service providers. Additionally, we and our personnel expect to use AI technologies in connection with our business activities, including to support our due diligence and investment activities. AI technologies are generally highly reliant on the collection and analysis
of large amounts of data, and it is not possible or practicable to review all data upon which AI technologies are trained, or
which are otherwise utilized. AI technologies are also highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies, errors or biases in this data could lead to errors affecting our decision-making and investment processes which could have adverse impacts on us, our products, our portfolio companies and our investments. Furthermore, AI technologies may produce outputs that are inaccurate, incomplete or biased. To the extent we rely on such outputs, errors or limitations in AI technologies could adversely affect our business, investment decisions, or results of operations. We may also communicate externally regarding AI technology-related initiatives, including our development and
use of AI technologies, which subjects us to the risk of being accused of making inaccurate or misleading statements regarding our ability to avail ourselves of the potential benefits of AI technologies.
Further, the use of AI technologies could include the input of confidential information, including non-public information, either by us, our portfolio companies and investments (including their personnel) or third parties in contravention of non-disclosure agreements, our policies, contractual or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject to, or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including material non-public information). By inputting data into AI technologies, such confidential information may become part of a dataset that is accessible by other third-party AI technologies and users. Further, some AI technologies scenarios may present ethical issues. For example, if we, our products or our products’ portfolio companies use, enable or offer AI technologies that is controversial because of their impact on human rights, privacy, employment or other social issues, we, our products or our portfolio companies may experience brand or reputational harm. While we may utilize AI technologies in connection with our business activities, including investment activities, we intend to periodically evaluate and/or adjust internal policies governing the use of AI technologies by our personnel. Notwithstanding any such policies, personnel, executive officers, industry specialists, and other persons associated with our business, products, products’ portfolio companies and investments or any affiliates could, unbeknownst to us, utilize AI technologies in contravention of such policies.
AI technologies, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. A number of jurisdictions have passed laws and implemented regulations, or are considering the same, related to the use and development of AI technologies, which could adversely affect us, our business activities and our investments and their businesses. In addition, intellectual property ownership issues, licensing and privacy rights surrounding AI technologies are evolving and have not been fully addressed by U.S. federal or state courts or foreign jurisdictions, which may expose us, our portfolio companies and our investments to claims of intellectual property infringement or misappropriation or privacy rights violations, or result in inquiries by government bodies or agencies.
the Blue Owl Limited Partners (as defined therein) from time to time party thereto (as amended from time to time, the
•adverse publicity about the investment management industry generally or individual scandals specifically;
•a breach of our computer systems, software or networks, or misappropriation of our proprietary information;
Paragraphs in the 10-Q filed Oct 30, 2026 that were not in the one before
New in the latest 10-Q
16 paragraphs in the 10-Q filed Oct 30, 2026 with nothing like them in the 10-Q filed Jul 31, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
private credit Refers generally to financing provided by non-bank lenders to borrowers, that is directly negotiated and not issued or actively traded on a public exchange and includes our direct lending, alternative credit, investment grade credit, real estate credit and GP debt financing strategies.
Read in the 10-Q
Financial statements and notes
During the third quarter of 2026, global equity and debt markets remained driven by expectations around inflation, interest rates, artificial intelligence (“AI”)-related capital expenditures, and ongoing geopolitical tensions, including in the Middle East and their impact on certain energy prices. Equity indices saw modest appreciation during the third quarter despite lack of market breadth, with approximately two-thirds of S&P 500 and Russell 1000 stocks retreating during the quarter. The 10-year Treasury yield in the United States ended the third quarter of 2026 at 5.29%, approximately 85 basis points higher than June 30, 2026 and in late September, the Federal Reserve announced a rate hike of 25 basis points, increasing the federal funds target range to 3.75% to 4.00%. This represented a significant shift from the beginning of the year, when market participants had anticipated further reductions in the federal funds rate. For our business, changes in base rates and credit spreads affect the yields available on new investments, the income generated by existing floating rate investments and the fees we may earn across our Credit platform, while AI-related capital expenditures continue to drive demand for capital in our digital infrastructure strategy, each as discussed further below.
Read in the 10-Q
During the third quarter of 2026, we continued to further the diversification of our business. Inflows during the quarter were primarily driven by our Credit and Real Assets platforms, and the third quarter represented a record quarter of institutional fundraising. Institutional investors represent approximately 70% of equity capital raised over the last twelve months. Over this period, capital commitments have been diversified across existing investor re-ups, new client commitments, and cross-selling investors into new products, showcasing the breadth and expansion of our investor base.
Read in the 10-Q
In Credit, the market environment during the quarter was defined by significant moves in risk-free rates and ultimately ended with the federal funds rate hike, presenting opportunities to deploy capital into a higher rate and higher spread environment. In direct lending, third quarter activity was driven heavily by existing borrowers. Because our direct lending portfolios consist predominantly of floating rate loans, higher base rates increase the interest income earned on existing loans as they reprice, in addition to the higher all-in yields available on new originations. Higher net investment income in our BDCs generally results in higher Part I Fees, which are calculated based on net investment income in these products. We continue to see deployment consistent with an industry backdrop of moderate sponsor-driven M&A activity. In alternative credit and investment grade credit, deployment was more opportunistic in reaction to the currently evolving interest rate and spread landscape. In alternative credit, this included investing in floating rate assets and acquiring fixed rate assets on more attractive terms, and in investment grade credit, market volatility created opportunities to generate higher excess spread for our insurance clients. Our alternative credit interval fund has now reached approximately $3 billion of AUM just over a year after launching. Across our Credit platform, borrower health remains strong and the performance of our funds and vehicles has continued to outpace their relevant public benchmarks.
Read in the 10-Q
In Real Assets, our pipeline for deployment remained at near record levels as we continue to play a central role in providing valuable capital to corporations across themes such as data centers, industrials and reshoring, healthcare, and cold storage. Across the platform, we see over $140 billion of opportunities in net lease and digital infrastructure. As a result of the rate volatility during the third quarter, we also saw record demand for financing solutions, including loans and bridge financing structures, on more favorable terms than in recent periods, in our real estate credit strategy. Our digital infrastructure non-traded REIT Blue Owl Digital Infrastructure Trust (“ODIT”) has reached over $4.5 billion of AUM less than a year after launching, highlighting investor interest in the strategy and acknowledging Blue Owl’s central role in financing the expansion of compute across both cloud and AI. Consistent with our focus on income-generating, downside-protected investing, substantially all of the counterparties in our digital infrastructure strategy are investment grade.
Read in the 10-Q
Show the other 11
We raise capital from institutional investors and private wealth clients. Institutional investors include prominent public and private pension funds, endowments, foundations, family offices, private banks, asset managers and insurance companies. Private wealth clients consist of individual clients, accessed through prominent wealth management firms and private banks, who invest primarily in our continuously offered products, such as our non-traded BDCs, OWLCX, Blue Owl Real Estate Net Lease Trust (“ORENT”) and ODIT, and, through feeder vehicles, in certain of our drawdown funds.
Read in the 10-Q
The following chart presents new capital raised by channel for the periods indicated. See “ - Changes in AUM” and “ - Changes in FPAUM” for additional information about capital flows in the periods presented, including new capital raised by platform.
Read in the 10-Q
Over the past several years, private wealth clients have become an increasingly significant source of new capital for us and for the alternative asset management industry more broadly, as individual investors have increased their allocations to alternative investments. During 2026, however, private wealth clients have contributed a smaller share of our new capital raised relative to institutional clients. New capital raised from private wealth clients has declined compared to the prior year, reflecting lower subscriptions across the industry in non-traded BDCs and other direct lending products amid heightened market and media attention on direct lending. Private wealth inflows have, however, recovered from May 2026 levels. New capital raised from institutional clients has increased compared to the prior year, primarily in our investment grade credit, real estate credit and alternative credit strategies. Notwithstanding this recent shift in mix, we continue to view private wealth as a significant long-term source of capital for our business.
Read in the 10-Q
We earn management fees on capital raised from both channels, and the principal effect of the mix is on the liquidity profile of our AUM. Capital raised from institutional clients is generally committed to drawdown funds or other products that do not permit investors to redeem. By contrast, our continuously offered products, in which most capital from private wealth clients is invested, provide investors with periodic liquidity through quarterly tender offers or share repurchases. These have been generally limited to 5% of each product’s outstanding shares or NAV per quarter and are conducted at the discretion of each product’s board of directors or trustees. As a result, as the share of our AUM raised from private wealth clients grows, a larger portion of our FPAUM may be subject to tender offers or share repurchases, and the level of these requests may be influenced by investor sentiment, market conditions and media attention, in addition to product performance. For a discussion of these risks, see “Item 1A. Risk Factors - Risks Related to Our Products - We are vulnerable to an increased number of investors seeking to participate in share repurchase programs or tender offers of our non-traded products” and “ - Risks Related to Our Legal and Regulatory Environment - We are subject to litigation and public perception risks, and consequently, we may face liabilities and damage to our professional reputation” in our Annual Report.
Read in the 10-Q
Management fees from these private wealth products are generally calculated based on NAV, and Part I Fees in our BDCs are calculated on net investment income, both of which scale with the size of each product’s portfolio. Redemptions therefore reduce the base on which we earn these fees to the extent they are not offset by new capital raised, and a sustained elevated level of redemptions would result in lower management fees, including Part I Fees, and correspondingly lower revenues and cash flows from operations. See “ - Changes in AUM” and “ - Changes in FPAUM” for the amount of redemptions in the periods presented. For a discussion of risks related to our fee-based revenues, see “Item 1A. Risk Factors - Risks Related to Investment Management - Management fees and other fees comprise a substantial majority of our revenues and a reduction in such fees could have an adverse effect on our results of operations and the level of cash available for distributions to our stockholders” in our Annual Report.
Read in the 10-Q
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. We generally present a commingled product in our performance information for a given period if the product represents more than 1% of our management fees and the product has been investing for at least two years; however, private funds that are actively fundraising are excluded. Once presented, a product generally continues to be presented until the quarter in which it ceases to generate management fees, at which point it is removed.
Read in the 10-Q
Item 6
On August 18, 2026, the Registrant, through its indirect subsidiary, Blue Owl Finance LLC (“Finance LLC”), issued $ 750.0 million aggregate principal amount of 6.750 % Senior Notes due 2036 (the “2036 Notes”). The 2036 Notes bear interest at a rate of 6.750 % per annum and mature on August 18, 2036. Interest on the 2036 Notes will be payable semi-annually in arrears on February 18 and August 18 of each year, commencing February 18, 2027.
Read in the 10-Q
The 2036 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl GP, Blue Owl Holdings and certain of the Registrant’s other subsidiaries. The guarantees are unsecured and unsubordinated obligations of the guarantors. All or a portion of the 2036 Notes may be redeemed at Finance LLC’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price; provided, however, that if Finance LLC redeems any amounts on or after May 18, 2036, the redemption price for the 2036 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest. If a change of control repurchase event occurs, the 2036 Notes are subject to repurchase by Finance LLC at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest. The 2036 Notes also provide for customary events of default and acceleration.
Read in the 10-Q
On October 27, 2026, following their appointment as lead plaintiffs, the Nova Scotia Public Service Superannuation Plan and the Nova Scotia Teachers’ Pension Plan filed an amended securities class action complaint in the United States District Court for the Southern District of New York on behalf of themselves and a purported class of Company shareholders. Plaintiffs assert claims against the Company and certain of its current officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder based on allegedly false and misleading statements in the Company’s disclosures.
Read in the 10-Q
On October 5, 2026, Randy Lewis, a purported former shareholder of Blue Owl Technology Finance Corp. II (“OTF II”), filed a complaint in New York State Supreme Court in New York County, on behalf of himself and a purported class of former OTF II shareholders. Plaintiff asserts claims against Blue Owl Technology Finance Corp. (“OTF”), certain of its current officers and directors and the Company, alleging violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”) based on allegedly false and misleading statements in OTF’s registration and offering materials issued in connection with the March 24, 2025 merger of OTF II into OTF.
Read in the 10-Q
Each of these Section 36(b) actions seeks recovery of the allegedly excessive fees, injunctive relief, costs and rescission of the investment advisory agreements with BOCA and BOTCA, respectively. The Section 36(b) actions are in their preliminary stages.
Read in the 10-Q
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 30, 2026 against Item 1A of the 10-K filed Feb 19, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:Some factors that could cause our actual results to differ materially from those results in this report are described as risks in our Annual Report. Any of these factors could materially and adversely affect our business, financial condition, results of operations and cash flows. As of the date of this report, there have been no material changes to the risk factors previously disclosed in our Annual Report. We may, however, disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Read in the 10-Q
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 19, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 21, 2025
Where each one is used
- regulated products: The investment advisory and management agreements we have with each of our Regulated Products categorize the fees we receive as: (a) base management fees, which are paid quarterly and generally increase or decrease based on the average fair value of our Regulated Products’ gross assets (excluding, in certain cases,...
- individual investors: •We have increasingly undertaken business initiatives to increase the number and type of products offered to individual investors, which could expose us to new and greater levels of risk.
- regulated product’s: Our investment advisory and management agreements with our BDCs renew for successive annual periods, and will also renew on an annual basis for OWLCX following an initial two-year term, subject to the approval of the applicable Regulated Product’s board of directors or board of trustees, as applicable, including a...
- development opportunities: •The anticipated benefits of recent or future development opportunities, acquisitions or joint ventures may not be realized or may take longer than expected to realize.
- joint ventures: •The anticipated benefits of recent or future development opportunities, acquisitions or joint ventures may not be realized or may take longer than expected to realize.
- regulated product: The investment advisory and management agreements we have with each of our Regulated Products categorize the fees we receive as: (a) base management fees, which are paid quarterly and generally increase or decrease based on the average fair value of our Regulated Products’ gross assets (excluding, in certain cases,...
- product’s board: Our investment advisory and management agreements with our BDCs renew for successive annual periods, and will also renew on an annual basis for OWLCX following an initial two-year term, subject to the approval of the applicable Regulated Product’s board of directors or board of trustees, as applicable, including a...
- local laws: Certain of our products and accounts that we manage or advise are subject to, or are required via our contract with an investor to operate as though subject to, state or local laws, rules and/or regulations which may be similar to the fiduciary and/or prohibited transaction provisions of ERISA or Section 4975 of...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
31 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/OWL/export.csv") into a cell.