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 TECHNOLOGY INCOME CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01445

87-1346173

(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 Technology 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)	4,214,663	$	43,916,794
As of November 3, 2025 (number of shares finalized on November 25, 2025)	3,197,137	$	33,250,230

Item 8.01. Other Events.

Distribution

On ~~August~~November 54, 2025, the Company’s board of directors declared the following monthly ~~distribution~~distributions payable on or before ~~November~~ December 3031, 2025, January 31, 2026, and February 28, 2026 to shareholders of record as of ~~October~~November 28, 2025, December 31, 2025, and January 30, 2026.

Class of Common Shares	Gross Distributions		Shareholder Servicing Fee (1)		Net Distributions (1)
Class S	$	0.074775	$	0.~~007486~~007522	$	0.~~067289~~067253
Class D	$	0.074775	$	0.~~002202~~002212	$	0.~~072573~~072563
Class I	$	0.074775	$	0.000000	$	0.074775

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

Status of the Offering

The Company is currently publicly offering on a continuous basis up to $5.0 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 $5.0 billion in Shares (the “Initial Offering” and together with the Current Offering, the “Offering”). 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

9192,~~398~~109,~~621~~203

~~944~~952,~~875~~307,~~361~~468

Class D Shares

3,~~360~~396,~~253~~311

34,~~329~~704,508

Class I Shares

41,~~160~~489,~~948~~313

~~422~~426,~~632~~047,725

Private Offering

Class I Shares

~~242~~245,~~329~~526,~~261~~399

2,~~478~~511,~~634~~884,~~664~~894

Total Offering and Private Offering*

~~378~~382,~~249~~521,~~083~~226

3,~~880~~924,~~472~~944,~~258~~595

*Includes seed capital of $1,000 contributed by Blue Owl Technology Credit Advisors LLC, an affiliate of Blue Owl Technology Credit Advisors II LLC (the “Adviser”), in September 2021 and approximately $50.0 million in gross proceeds raised from entities 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 business day 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 equal to such class’s NAV per share as of ~~September~~October 3031, 2025, plus applicable maximum upfront sales load.

			Net Asset Value (per share)
Class S			$10.4240
Class D			$10.4240
Class I			$10.4240

The average debt-to-equity leverage ratio during the month-to-date period ended ~~September~~October 3031, 2025 was 0.~~75x~~73x. 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	$	1,050,000	$	~~702~~958,~~395~~909
SPV Asset Facility I	750,000		497,000
SPV Asset Facility II	500,000		292,250
SPV Asset Facility III	550,000		350,000
SPV Asset Facility IV	350,000		330,000
Athena CLO III	270,000		270,000
Series 2023A Notes	100,000		100,000
Series 2023B Notes - Tranche A	100,000		100,000
Series 2023B Notes - Tranche B	75,000		75,000
Total Debt	$	3,745,000	$	2,~~716~~973,~~645~~159

Of the Company’s committed debt capacity, $2.69 billion (96.15%) is in floating rate leverage based on drawn amounts.

Portfolio Update

As of ~~September~~October 3031, 2025, we had debt investments in ~~178~~177 portfolio companies with an aggregate par value of $56.80 billion. As of ~~September~~October 3031, 2025, based on par value, our portfolio consisted of 90.35% first lien debt investments, 3.43% second lien debt investments, 1.10% unsecured debt investments, 2.98% preferred equity investments,1.1% 2specialty finance equity investments, 1.21% common equity investments and 0.12% joint venture investments. As of ~~September~~October 3031, 2025, 99.2% 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
Systems Software	$	795,332	13.5	%
Application Software	$	827,533	14.0	%
Health Care Technology	786,531		13.5	%
Systems Software	814,881		13.6	%
Application Software	728,493		12.5	%
Health Care Technology	789,125		13.2	%
Diversified Financial Services	466,944		7.8	%

Industry	Par ($ in thousands)		% of Par
Insurance	~~390~~368,~~202~~323		6.71	%
Diversified Financial Services	389,676		6.7	%
Health Care Providers & Services	356,615		5.9	%
Health Care Providers & Services	368,172		6.3	%
Professional Services	341,456		5.7	%
Professional Services	326,013		5.6	%
IT Services	273,324		4.6	%
IT Services	291,263		5.0	%
Diversified Consumer Services	192,317		3.2	%
Commercial Services & Supplies	176,589		3.0	%
Health Care Equipment & Supplies	190,351		3.2	%
Health Care Equipment & Supplies	172,846		3.0	%
Food & Staples Retailing	155,410		2.6	%
Diversified Consumer Services	156,315		2.7	%
Life Sciences Tools & Services	128,795		2.1	%
Food & Staples Retailing	155,373		2.7	%
Commercial Services & Supplies	125,501		2.1	%
Life Sciences Tools & Services	127,503		2.2	%
Buildings & Real Estate	115,512		1.9	%
Buildings & Real Estate	109,766		1.9	%
Equity Real Estate Investment Trusts (REITs)	97,197		1.6	%
Equity Real Estate Investment Trusts (REITs)	96,786		1.7	%
Aerospace & Defense	78,276		1.3	%
Real Estate Management & Development	71,564		1.2	%
Entertainment	70,064		1.2	%
Aerospace & Defense	61,815		1.1	%
Capital Markets	60,758		1.0	%
Capital Markets	53,516		0.9	%
Industrial Conglomerates	48,800		0.8	%
Containers & Packaging	49,912		0.9	%
Industrial Conglomerates	48,952		0.8	%
Banks	41,670		0.7	%
Machinery	36,~~271~~605		0.6	%
Media	34,450		0.6	%
Consumer Finance	32,666		0.6	%
Containers & Packaging	33,661		0.6	%
Wireless Telecommunication Services	32,597		0.6	%
Consumer Finance	32,666		0.5	%
Wireless Telecommunication Services	32,597		0.5	%
Hotels, Restaurants & Leisure	31,535		0.5	%
Internet & Direct Marketing Retail	29,~~707~~181		0.5	%
Construction & Engineering	29,682		0.5	%
Airlines	20,748		0.3	%
Airlines	20,748		0.4	%
Diversified Telecommunication Services	20,000		0.3	%
Food Products	18,994		0.3	%
Household Products	18,955		0.3	%
Multiline Retail	1617,~~642~~090		0.3	%
Beverages	13,037		0.2	%
Construction & Engineering	13,016		0.2	%
Beverages	11,544		0.2	%
Water Utilities	11,039		0.2	%
Pharmaceuticals	10,150		0.2	%
Building Products	8,346		0.1	%
Total	$	5,~~833~~994,~~172~~993	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”,

“~~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.

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, the registrant has duly caused this report to be singed on its behalf by the undersigned thereunto duly authorized.

Blue Owl Technology Income Corp.

Dated:

~~October~~November 2426, 2025

By:

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: Chief Operating Officer and Chief Financial Officer

Filing Compare · Blue Owl Technology Income Corp.