UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 2325, 2025

BLUE OWL CREDIT INCOME CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01369

85-1187564

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



399 Park Avenue New York, NY						10022
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 419-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sale of Equity Securities.

As of ~~October~~November 13, 2025, 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 October 1, 2025 (number of shares finalized on October 23, 2025)	4,720,802	$	44,422,748
As of November 3, 2025 (number of shares finalized on November 25, 2025)	4,068,830	$	38,165,626

Item 8.01. Other Events.

Distribution

On November 4, 2025, the Company’s board of directors declared the monthly distributions payable on or before December 31, 2025, January 31, 2026 and February 28, 2026 to shareholders of record as of November 28, 2025, December 31, 2025, and January 30, 2026. The amount of each such monthly distribution was as follows:


Class of Common Shares	Gross Distribution		Shareholder Servicing Fee(1)		Net Distributions(1)
Class I	$	0.07010	$	0.00000	$	0.07010
Class S	$	0.07010	$	0.00663	$	0.06347
Class D	$	0.07010	$	0.00195	$	0.06815


(1)			Based on October 31, 2025 net asset value.

On November 4, 2025, the Company’s board of directors declared the following special distributions payable on or before January 31, 2026 to shareholders of record as of December 31, 2025:


Class of Common Shares	Gross Distribution		Shareholder Servicing Fee		Net Distributions
Class I	$	0.01000	$	0.00000	$	0.01000
Class S	$	0.01000	$	0.00000	$	0.01000
Class D	$	0.01000	$	0.00000	$	0.01000

Status of the Offering

The Company is currently publicly offering on a continuous basis up to $14.0 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 $13.5 billion (the “Follow-On Offering”) and up to $2.5 billion (the “Initial Offering” and together with the Follow-On Offering and 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

~~690~~704,~~774~~034,~~309~~225

6,~~535~~660,~~364~~872,~~336~~826

Class D Shares

105,~~015~~380,~~528~~522

~~980~~983,~~216~~636,846

Class I Shares

1,~~243~~282,~~564~~067,~~649~~344

1112,~~691~~052,~~535~~690,~~448~~089

Private Offering

Class I Shares

~~153~~157,~~812~~881,~~751~~581

1,~~455~~493,~~036~~201,~~065~~691

Total Offering and Private Offering*

2,~~193~~249,~~167~~363,~~237~~672

2021,~~662~~190,~~152~~401,~~695~~452


*			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.

~~October~~November 13, 2025 Public Offering Price

In accordance with the Company’s share pricing policy, we intend to sell our shares on the first of each month at a net offering price that we believe reflects the net asset value per share at the end of the preceding month. The ~~October~~November 13, 2025 public offering price for each of our share classes is approximately equal to such class’s NAV per share as of ~~September~~October 3031, 2025, plus applicable maximum upfront sales load.

	Net Asset (per share)	Maximum Offering Price (per share)
Class S	$9.3836	$9.7169
Class D	$9.3937	$9.5351
Class I	$9.4138	$9.4138

The average debt-to-equity leverage ratio during the month-to-date period ended ~~September~~October 3031, 2025 was 0.69x. The table below summarizes the company’s committed debt capacity and drawn amounts as of ~~September~~October 3031, 2025.

($ in thousands)	Aggregate Principal Committed		Outstanding Principal
Revolving Credit Facility	$	3,775,000	$	1,305,306
Revolving Credit Facility(1)	$	3,775,000	$	1,357,954
SPV Asset Facility I	650,000		174,000
SPV Asset Facility II	2,000,000		807,000
SPV Asset Facility III	1,800,000		1,030,000
SPV Asset Facility IV	500,000		—
SPV Asset Facility V	750,000		~~450~~506,~~000~~250
SPV Asset Facility VI	~~750~~1,350,000		446,000
SPV Asset Facility VII	500,000		313,597
SPV Asset Facility VII(1)	500,000		313,270
SPV Asset Facility VIII	1,000,000		~~400~~475,000
SPV Asset Facility IX	300,000		100,000
CLO VIII	375,000		375,000
CLO XI	260,000		260,000
CLO XV	312,000		312,000
CLO XVI	420,000		420,000
CLO XVII	325,000		325,000
CLO XVIII	260,000		260,000
CLO XIX	260,000		260,000
CLO XXII	737,500		737,500
September 2026 Notes	350,000		350,000
February 2027 Notes	500,000		500,000
September 2027 Notes	600,000		600,000
May 2028 Notes	500,000		500,000
June 2028 Notes	650,000		650,000
January 2029 Notes	550,000		550,000
September 2029 Notes	900,000		900,000
March 2031 Notes	750,000		750,000
March 2030 Notes	1,000,000		1,000,000
EUR 2031 Notes	587,487		587,487
EUR 2031 Notes(1)	577,215		577,215
AUD 2027 Notes(1)	300,~~672~~059		300,~~672~~059
Total Debt	$	2122,~~662~~251,~~659~~773	$	14,~~663~~836,~~562~~248


(1)			Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies and cross-currency swap.

Of the Company’s committed debt capacity, $1415.9555 billion (69.09%) is in secured floating rate leverage, $0.03 billion (0.1%) is in secured fixed rate leverage, and $6.6968 billion (30.90%) is in unsecured fixed rate leverage. Of the Company’s $6.6968 billion unsecured fixed rate leverage, $5.8483 billion is hedged by interest rate swaps for which we receive fixed rate interest and pay variable rate interest.

Portfolio Update

As of ~~September~~October 3031, 2025, we had debt investments in ~~336~~343 portfolio companies with an aggregate par value of $32.3589 billion. As of ~~September~~October 3031, 2025, based on par value, our portfolio consisted of 88.85% first lien debt investments, 4.76% second lien debt investments, 1.43% unsecured debt investments, 0.4% specialty finance debt investments, 1.4% preferred equity investments, 20.78% common equity investments, 1.9% specialty finance equity investments, and 1.01% joint ventures. As of ~~September~~October 3031, 2025, 98.7% of the debt investments based on par value in our portfolio were at floating rates. The table below describes investments by industry composition based on par value, excluding equity investments, as of ~~September~~October 3031, 2025.

Industry	Par($ in thousands)		% of Par
Healthcare providers and services	$	4,~~830~~844,~~417~~589	14.86	%
Internet software and services	3,~~497~~705,~~017~~603		1011.83	%
Insurance	2,~~755~~784,~~157~~793		8.5	%
Healthcare equipment and services	2,~~227~~375,~~803~~730		67.92	%
Financial services	2,~~072~~244,~~828~~456		6.48	%
Business services	1,776,331		5.5	%
Healthcare technology	1,747,829		5.3	%
Healthcare technology	1,738,622		5.4	%
Business services	1,709,106		5.2	%
Food and beverage	1,~~501~~533,~~343~~323		4.67	%
Professional services	1,~~410~~327,~~329~~185		4.40	%
Buildings and real estate	1,~~085~~061,~~421~~906		3.42	%
Distribution	~~976~~956,~~664~~532		32.09	%
Manufacturing	935,505		2.9	%
Leisure and entertainment	883,235		2.7	%
Leisure and entertainment	896,993		2.8	%
Manufacturing	847,067		2.6	%
Containers and packaging	856,754		2.6	%
Telecommunications	814,419		2.5	%
Telecommunications	824,993		2.6	%
Containers and packaging	798,005		2.4	%
Chemicals	777,~~357~~573		2.4	%
Consumer products	~~622~~617,~~358~~912		1.9	%
Specialty retail	534,329		1.7	%
Automotive services	609,454		1.9	%
Automotive services	484,808		1.5	%
Specialty retail	532,561		1.6	%
Infrastructure and environmental services	~~482~~488,~~312~~141		1.5	%
Advertising and media	~~472~~471,~~653~~734		1.54	%
Household products	~~353~~355,~~764~~014		1.1	%
Asset based lending and fund finance	291,968		0.9	%
Aerospace and defense	319,340		1.0	%
Education	255,496		0.8	%
Asset based lending and fund finance	290,136		0.9	%
Aerospace and defense	233,721		0.7	%
Education	206,539		0.6	%
Transportation	~~170~~173,~~400~~749		0.5	%
Human resource support services	133,292		0.4	%
Pharmaceuticals	152,519		0.5	%
Human resource support services	133,472		0.4	%
Energy equipment and services	89,185		0.3	%
Automotive aftermarket	35,285		0.1	%
Pharmaceuticals	22,500		0.1	%
Total	$	32,886,392	100.0	%
Total	$	32,345,605	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.

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.

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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUE OWL CREDIT INCOME CORP.

Dated: October 24, 2025

By:

/s/ Jonathan Lamm

Dated: November 26, 2025

By:

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: Chief Operating Officer and Chief Financial Officer

Filing Compare · Blue Owl Credit Income Corp.