UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)


			x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
						OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2024~~2025


			¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
						OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-01633

Oaktree Gardens OLP, LLC

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware (State or jurisdiction of incorporation or organization)						92-2553158 (I.R.S. Employer Identification No.)

333 South Grand Avenue, 28th Floor Los Angeles, CA (Address of principal executive office)						90071 (Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:

(213) 830-6300

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company ☐

Emerging growth company x

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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No x

The registrant had 22,076,191 common units outstanding as of ~~February~~May 1012, 2025.

OAKTREE GARDENS OLP, LLC

FORM 10-Q FOR THE QUARTER ENDED ~~DECEMBER~~MARCH 31, ~~2024~~2025

TABLE OF CONTENTS

		PART I — FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:
		Consolidated Statements of Assets and Liabilities as of December 31, 2024 (unaudited) and September 30, 2024	2
		Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and September 30, 2024	2
		Consolidated Statement of Operations (unaudited) for the three months ended December 31, 2024 and 2023	3
		Consolidated Statement of Operations (unaudited) for the three and six months ended March 31, 2025 and 2024	3
		Consolidated Statements of Changes in Net Assets (unaudited) for the three months ended December 31, 2024 and 2023	4
		Consolidated Statements of Changes in Net Assets (unaudited) for the three and six months ended March 31, 2025 and 2024	4
		Consolidated Statements of Cash Flows (unaudited) for the three months ended December 31, 2024 and 2023	5
		Consolidated Statements of Cash Flows (unaudited) for the six months ended March 31, 2025 and 2024	5
		Consolidated Schedule of Investments as of December 31, 2024 (unaudited)	6
		Consolidated Schedule of Investments as of March 31, 2025 (unaudited)	6
		Consolidated Schedule of Investments as of September 30, 2024	9
		Notes to Consolidated Financial Statements (unaudited)	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		2829
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		3840
Item 4.	Controls and Procedures		4042
		PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		4143
Item 1A.	Risk Factors		4143
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4143
Item 3.	Defaults Upon Senior Securities		4143
Item 4.	Mine Safety Disclosures		4143
Item 5.	Other Information		4143
Item 6.	Exhibits		4143
Signatures			4345

PART I

Item 1. Consolidated Financial Statements

Oaktree Gardens OLP, LLC

Consolidated Statements of Assets and Liabilities

(in thousands, except per unit amounts)

	December 31, 2024 (unaudited)		September 30, 2024
	March 31, 2025 (unaudited)		September 30, 2024
ASSETS
Assets:
Investments – Non-control/Non-affiliate, at fair value (cost December 31, 2024: $693,001; cost September 30, 2024: $569,556)	$	699,317	$	575,225
Investments – Non-control/Non-affiliate, at fair value (cost March 31, 2025: $782,778; cost September 30, 2024: $569,556)	$	788,038	$	575,225
Cash and cash equivalents	~~187~~125,~~971~~948		207,344
Interest receivable	3,~~989~~470		2,861
Deferred financing costs	~~1,104~~721		1,518
Derivative assets at fair value	118		—
Other assets	52		125
Other assets	100		125
Total assets	$	918,229	$	787,073
Total assets	$	892,599	$	787,073
LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	~~398~~355	$	402
Base management fee payable	1,~~230~~432		1,002
Due to affiliates	~~865~~858		1,076
Interest payable	~~576~~1,706		419
Director fees payable	75—		119
Secured borrowings	53,039		52,764
Derivative liability at fair value	241		—
Credit facility payable	382,000		367,000
Secured borrowings	53,091		52,764
Total liabilities	438,183		422,782
Credit facility payable	407,000		367,000
Total liabilities	464,683		422,782
Commitments and contingencies (Note 12)
Net assets:
Common units (22,076 and 17,718 units issued and outstanding as of December 31, 2024 and September 30, 2024, respectively)	447,300		357,700
Common units (22,076 and 17,718 units issued and outstanding as of March 31, 2025 and September 30, 2024, respectively)	447,300		357,700
Accumulated earnings	76,~~116~~246		6,591
Total net assets (equivalent to $20.58 and $20.56 per common unit as of December 31, 2024 and September 30, 2024, respectively) (Note 10)	454,416		364,291
Total net assets (equivalent to $20.54 and $20.56 per common unit as of March 31, 2025 and September 30, 2024, respectively) (Note 10)	453,546		364,291
Total liabilities and net assets	$	~~892~~918,~~599~~229	$	787,073

See notes to Consolidated Financial Statements.

Oaktree Gardens OLP, LLC

Consolidated Statements of Operations

(in thousands, except per unit amounts)

(unaudited)

			Three months ended December 31, 2024				Three months ended December 31, 2023
	Three months ended March 31, 2025				Three months ended March 31, 2024				Six months ended March 31, 2025		Six months ended March 31, 2024
Interest income:
Non-control/Non-affiliate investments	$	19,232	$	~~18,336~~	$	9,043	$	~~5,923~~	$	37,568	$	14,966
Interest on cash and cash equivalents	831		~~1,168~~		610		~~641~~		1,999		1,251
Total interest income	20,063		~~19,504~~		9,653		~~6,564~~		39,567		16,217
PIK interest income:
Non-control/Non-affiliate investments	431		~~436~~		252		—		867		252
Total PIK interest income	431		~~436~~		252		—		867		252
Fee income:
Non-control/Non-affiliate investments	66		~~424~~		660		3		490		663
Total fee income	66		~~424~~		660		3		490		663
Total investment income	20,560		~~20,364~~		10,565		~~6,567~~		40,924		17,132
Expenses:
Base management fee	1,871		~~1,606~~		794		~~475~~		3,477		1,269
Professional fees	272		~~311~~		168		~~108~~		583		276
Directors fees	119		~~119~~		119		~~119~~		238		238
Organization expenses	—		—		—		5		—		5
Amortization of deferred offering costs	—		—		87		87		—		174
Interest expense	7,043		~~7,592~~		2,799		~~1,700~~		14,635		4,499
Administrator expense	98		89		138		87		187		225
General and administrative expenses	153		~~160~~		77		66		313		143
Total expenses	9,556		~~9,877~~		4,182		~~2,647~~		19,433		6,829
Management fees waived	(439)		~~(376)~~		(186)		~~(111)~~		(815)		(297)
Net expenses	9,117		~~9,501~~		3,996		~~2,536~~		18,618		6,532
Net investment income	11,443		~~10,863~~		6,569		~~4,031~~		22,306		10,600
Unrealized appreciation (depreciation):
Non-control/Non-affiliate investments	(1,070)		~~660~~		726		~~1,038~~		(410)		1,764
Foreign currency forward contracts	(359)		~~118~~		—		~~(54)~~		(241)		(54)
Net unrealized appreciation (depreciation)	(1,429)		~~778~~		726		~~984~~		(651)		1,710
Realized gains (losses):
Non-control/Non-affiliate investments	(2)		~~(62)~~		(2)		—		(64)		(2)
Foreign currency forward contracts	118		~~(54)~~		—		54		64		54
Net realized gains (losses)	116		~~(116)~~		(2)		54		—		52
Net realized and unrealized gains (losses)	(1,313)		~~662~~		724		~~1,038~~		(651)		1,762
Net increase (decrease) in net assets resulting from operations	$	10,130	$	~~11,525~~	$	7,293	$	~~5,069~~	$	21,655	$	12,362
Net investment income per common unit — basic and diluted	$	0.52	$	~~0.60~~	$	0.57	$	~~0.46~~	$	1.11	$	1.06
Earnings (loss) per common unit — basic and diluted (Note 5)	$	0.46	$	~~0.64~~	$	0.64	$	~~0.58~~	$	1.08	$	1.23
Weighted average common units outstanding — basic and diluted	22,076		~~18,097~~		11,429		~~8,679~~		20,065		10,046

See notes to Consolidated Financial Statements.

Oaktree Gardens OLP, LLC

Consolidated Statements of Changes in Net Assets

(in thousands, except per unit amounts)

(unaudited)

			Three months ended December 31, 2024				Three months ended December 31, 2023
	Three months ended March 31, 2025				Three months ended March 31, 2024				Six months ended March 31, 2025		Six months ended March 31, 2024
Operations:
Net investment income	$	11,443	$	~~10,863~~	$	6,569	$	~~4,031~~	$	22,306	$	10,600
Net unrealized appreciation (depreciation)	(1,429)		~~778~~		726		~~984~~		(651)		1,710
Net realized gains (losses)	116		~~(116)~~		(2)		54		—		52
Net increase (decrease) in net assets resulting from operations	10,130		~~11,525~~		7,293		~~5,069~~		21,655		12,362
Unit transactions:
Issuance of common units	—		~~89,600~~		—		~~63,400~~		89,600		63,400
Distributions to unitholders	(11,000)		~~(11,000)~~		(5,100)		~~(6,900)~~		(22,000)		(12,000)
Net increase (decrease) from unit transactions	(11,000)		~~78,600~~		(5,100)		~~56,500~~		67,600		51,400
Total increase (decrease) in net assets	(870)		~~90,125~~		2,193		~~61,569~~		89,255		63,762
Net assets at beginning of period	454,416		~~364,291~~		230,177		~~168,608~~		364,291		168,608
Net assets at end of period	$	453,546	$	~~454,416~~	$	232,370	$	~~230,177~~	$	453,546	$	232,370
Net asset value per common unit	$	20.54	$	~~20.58~~	$	20.33	$	~~20.14~~	$	20.54	$	20.33
Common units outstanding at end of period	22,076		~~22,076~~		11,429		~~11,429~~		22,076		11,429

See notes to Consolidated Financial Statements.

Oaktree Gardens OLP, LLC

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three months ended December 31, 2024		Three months ended December 31, 2023
	Six months ended March 31, 2025		Six months ended March 31, 2024
Operating activities:
Net increase (decrease) in net assets resulting from operations	$	1121,~~525~~655	$	512,~~069~~362
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net unrealized (appreciation) depreciation	~~(778)~~651		(~~984~~1,710)
Net realized (gains) losses	~~116~~—		(5452)
PIK interest income	(~~436~~867)		—(252)
Accretion of original issue discount on investments	(12,~~581~~250)		(~~173~~1,110)
Amortization of deferred financing costs	~~414~~872		~~226~~527
Amortization of deferred offering costs	—		87174
Purchases of investments	(~~167~~260,~~563~~359)		(~~160~~295,~~263~~359)
Proceeds from the sales and repayments of investments	4650,~~075~~311		~~758~~44,270
Changes in operating assets and liabilities:
(Increase) decrease in due from affiliates	—		(536)
(Increase) decrease in interest receivable	(609)		(1,897)
(Increase) decrease in interest receivable	(1,128)		(2,231)
(Increase) decrease in other assets	73		85
(Increase) decrease in other assets	25		43
Increase (decrease) in accounts payable, accrued expenses and other liabilities	(47)		(105)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	(4)		(210)
Increase (decrease) in base management fee payable	430		440
Increase (decrease) in base management fee payable	228		196
Increase (decrease) in due to affiliates	(218)		(356)
Increase (decrease) in due to affiliates	(211)		(107)
Increase (decrease) in interest payable	1,287		606
Increase (decrease) in interest payable	157		672
Increase (decrease) in director fees payable	(119)		75
Increase (decrease) in director fees payable	(44)		—
Net cash used in operating activities	(189,190)		(242,302)
Net cash used in operating activities	(113,205)		(157,507)
Financing activities:
Distributions paid in cash	(1122,000)		(612,~~900~~000)
Borrowings under credit facility	85235,000		~~105~~345,000
Repayments of borrowings under credit facility	(70195,000)		(75180,000)
Borrowings of secured borrowings	~~276~~434		~~178~~218,~~693~~093
Repayments of secured borrowings	(107)		(119,664)
Proceeds from the issuance of common units	89,600		63,400
Net cash provided by financing activities	93,876		265,193
Deferred financing costs paid	(76)		(399)
Effect of exchange rate changes on foreign currency	(44)		—
Net cash provided by financing activities	107,851		314,430
Net increase (decrease) in cash and cash equivalents	(19,373)		107,686
Effect of exchange rate changes on foreign currency	(57)		—
Net increase (decrease) in cash and cash equivalents	(81,396)		72,128
Cash and cash equivalents, beginning of period	207,344		137,079
Cash and cash equivalents, end of period	$	~~187~~125,~~971~~948	$	~~244~~209,~~765~~207
Supplemental information:
Cash paid for interest	$	712,~~021~~476	$	~~802~~3,366
Reconciliation to the Statements of Assets and Liabilities	December 31, 2024		September 30, 2024
Non-cash financing activities:
Cash and cash equivalents	$	187,971	$	207,344
Deferred offering costs incurred	$	—	1
Total cash and cash equivalents	$	187,971	$	207,344
Reconciliation to the Statements of Assets and Liabilities	March 31, 2025		September 30, 2024
Cash and cash equivalents	$	125,948	$	207,344
Total cash and cash equivalents	$	125,948	$	207,344

See notes to Consolidated Financial Statements.

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

~~December~~March 31, ~~2024~~2025

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)	Index	Spread	Cash Interest Rate (3)(4)	PIK	Maturity Date	Shares	Principal(65)		Cost		Fair Value		Notes
Non-Control/Non-Affiliate Investments															(56)
AVSC Holding Corp.	Specialized Consumer Services	First Lien Term Loan	SOFR+	5.00%	9.3632%		12/5/2031		$	70,235	$	68,~~845~~895	$	68,~~853~~930	(4)(7)
AVSC Holding Corp.	Specialized Consumer Services	First Lien Revolver	SOFR+	5.00%	9.32%		12/5/2029		—601		~~(148)~~461		~~(146)~~467		(4)(7)(8)
Centralsquare Technologies, LLC	Application Software	First Lien Term Loan	SOFR+	6.25%	7.2520%	3.38%	4/12/2030		18,~~445~~561		18,~~049~~185		18,~~353~~534		(4)(7)
Centralsquare Technologies, LLC	Application Software	First Lien Revolver	SOFR+	5.75%			4/12/2030		—		(4543)		(103)		(4)(7)(8)
Creek Parent, Inc.	Life Sciences Tools & Services	First Lien Term Loan	SOFR+	5.25%	9.6357%		12/18/2031		50,074		49,~~203~~233		49,~~198~~258		(4)(7)
Creek Parent, Inc.	Life Sciences Tools & Services	First Lien Revolver	SOFR+	5.25%			12/18/2031		—		(~~125~~120)		(~~126~~117)		(4)(7)(8)
Entrata, Inc.	Application Software	First Lien Term Loan	SOFR+	5.75%	10.0907%		7/10/2030		28,~~144~~073		27,~~589~~544		28,~~144~~073		(4)(7)
Entrata, Inc.	Application Software	First Lien Revolver	SOFR+	5.75%			7/10/2028		—		(5753)		—		(4)(7)(8)
Everbridge, Inc.	Application Software	First Lien Term Loan	SOFR+	5.00%	9.5931%		7/2/2031		21,~~779~~725		21,~~670~~628		21,~~685~~725		(4)(7)
Everbridge, Inc.	Application Software	First Lien Term Loan	SOFR+	5.00%	9.5931%		7/2/2031		2,~~134~~129		2,~~115~~111		2,~~111~~129		(4)(7)(8)
Everbridge, Inc.	Application Software	First Lien Revolver	SOFR+	5.00%			7/2/2031		—		(1110)		~~(9)~~—		(4)(7)(8)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	4.75%	9.0805%		9/30/2030		29,~~809~~734		29,~~198~~150		29,~~809~~734		(4)(7)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	4.75%	9.0805%		9/30/2030		7,~~526~~507		7,~~451~~440		7,~~526~~507		(4)(7)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Revolver	SOFR+	4.75%			10/1/2029		—		(6662)		—		(4)(7)(8)
Geo Topco Corporation	Building Products	First Lien Term Loan	SOFR+	4.75%	9.4105%		10/15/2031		30,668		30,~~371~~381		30,~~380~~383		(4)(7)
Geo Topco Corporation	Building Products	First Lien Term Loan	SOFR+	4.75%	9.04%		10/15/2031		—1,704		~~(55)~~1,640		~~(53)~~1,598		(4)(7)(8)
Geo Topco Corporation	Building Products	First Lien Revolver	SOFR+	4.75%	9.2707%		10/15/2031		1,420		1,~~378~~380		1,380		(4)(7)(8)
Icefall Parent, Inc.	Application Software	First Lien Term Loan	SOFR+	6.50%	10.8679%		1/25/2030		13,557		13,~~328~~339		13,557		(4)(7)
Icefall Parent, Inc.	Application Software	First Lien Revolver	SOFR+	6.50%			1/25/2030		—		(2221)		—		(4)(7)(8)
Integrity Marketing Acquisition, LLC	Insurance Brokers	First Lien Term Loan	SOFR+	5.00%	9.5131%		8/25/2028		42,~~728~~621		42,~~360~~278		42,~~591~~621		(4)(7)(10)
Integrity Marketing Acquisition, LLC	Insurance Brokers	First Lien Term Loan	SOFR+	5.00%			8/25/2028		—		(~~131~~123)		~~(84)~~—		(4)(7)(8)
Integrity Marketing Acquisition, LLC	Insurance Brokers	First Lien Revolver	SOFR+	5.00%			8/25/2028		—		(4946)		~~(17)~~—		(4)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%	9.36%		6/3/2030		17,234		16,922		17,061		(4)(7)(9)
LDS Buyer, LLC	Air Freight & Logistics	First Lien Term Loan	SOFR+	5.00%	9.32%		2/7/2032		19,353		19,116		19,121		(4)(7)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%			6/3/2030		—		(29)		(29)		(4)(7)(8)(9)
LDS Buyer, LLC	Air Freight & Logistics	First Lien Term Loan	SOFR+	5.00%			2/7/2032		—		(23)		(23)		(4)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%	9.36%		6/3/2030		2,880		2,822		2,851		(4)(7)(9)
LDS Buyer, LLC	Air Freight & Logistics	First Lien Revolver	SOFR+	5.00%	9.32%		2/7/2032		383		348		349		(4)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien ~~Revolver~~Term Loan	SOFR+	5.00%	9.32%		6/3/2030		—17,191		~~(31)~~16,894		(17),105		(4)(7)(~~8)(~~9)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	10.01%		2/28/2031		41,602		40,978		41,602		(4)(7)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%			6/3/2030		—		(29)		(14)		(4)(7)(8)(9)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	10.02%		2/28/2031		812		780		812		(4)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%	9.32%		6/3/2030		2,851		2,794		2,837		(4)(7)(9)
Monotype Imaging Holdings Inc.	Application Software	First Lien Revolver	SOFR+	5.50%			2/28/2030		—		(67)		—		(4)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Revolver	SOFR+	5.00%			6/3/2030		—		(30)		(9)		(4)(7)(8)(9)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	5.75%	10.27%		11/12/2030		27,034		26,628		27,034		(4)(7)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	9.82%		2/28/2031		41,497		40,875		41,497		(4)(7)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	5.75%			11/12/2030		—		(52)		—		(4)(7)(8)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	9.82%		2/28/2031		808		776		808		(4)(7)(8)
Next Holdco, LLC	Health Care Technology	First Lien Revolver	SOFR+	5.75%			11/9/2029		—		(32)		—		(4)(7)(8)
Monotype Imaging Holdings Inc.	Application Software	First Lien Revolver	SOFR+	5.50%			2/28/2030		—		(64)		—		(4)(7)(8)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	5.00%	9.33%		6/10/2030		12,742		12,593		12,615		(4)(7)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	5.25%	9.55%		11/12/2030		26,966		26,642		26,966		(4)(7)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	10.58%		6/10/2030		16,820		16,494		16,820		(4)(7)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	5.25%			11/12/2030		—		(42)		—		(4)(7)(8)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	10.58%		6/10/2030		6,355		6,196		6,355		(4)(7)
Next Holdco, LLC	Health Care Technology	First Lien Revolver	SOFR+	5.25%			11/9/2029		—		(30)		—		(4)(7)(8)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	5.00%	9.6833%		6/10/2030		812,~~559~~710		812,~~457~~561		812,~~389~~647		(4)(7)~~(8)~~
OneOncology, LLC	Health Care Services	First Lien ~~Revolver~~Term Loan	SOFR+	6.25%	10.58%		6/1110/~~2029~~2030		—16,820		~~(63)~~16,508		—16,820		(4)(7)~~(8)~~
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%	10.36%		11/15/2030		59,632		58,632		58,558		(4)(7)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	10.55%		6/10/2030		6,339		6,181		6,339		(4)(7)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%			11/15/2030		—		(79)		(141)		(4)(7)(8)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	5.00%	9.32%		6/10/2030		10,667		10,554		10,582		(4)(7)(8)
PetVet Care Centers, LLC	Health Care Services	First Lien Revolver	SOFR+	6.00%			11/15/2029		—		(128)		(141)		(4)(7)(8)
OneOncology, LLC	Health Care Services	First Lien Revolver	SOFR+	5.75%			6/11/2029		—		(59)		—		(4)(7)(8)
PetVet Care Centers, LLC	Health Care Services	~~Preferred~~First ~~Equity~~Lien Term Loan	SOFR+	6.00%	10.32%		11/15/2030	~~5,185~~	59,481		558,~~081~~525		656,~~015~~953		(4)(7)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Term Loan	SOFR+	5.25%	9.61%		9/20/2030		44,013		43,238		43,212		(4)(7)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%			11/15/2030		—		(79)		(255)		(4)(7)(8)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Revolver	SOFR+	5.25%			9/20/2030		—		(81)		(84)		(4)(7)(8)
PetVet Care Centers, LLC	Health Care Services	First Lien Revolver	SOFR+	6.00%			11/15/2029		—		(121)		(334)		(4)(7)(8)
Sorenson Communications, LLC	Communications Equipment	First Lien Term Loan	SOFR+	5.75%	10.11%		4/19/2029		61,137		60,086		60,208		(4)(7)
PetVet Care Centers, LLC	Health Care Services	Preferred Equity						5,185			5,081		5,975		(7)
Sorenson Communications, LLC	Communications Equipment	First Lien Revolver	SOFR+	5.75%			4/19/2029		—		(121)		(107)		(4)(7)(8)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Term Loan	SOFR+	5.25%	9.57%		9/20/2030		43,902		43,163		43,121		(4)(7)

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

~~December~~March 31, ~~2024~~2025

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)	Index	Spread	Cash Interest Rate (3)(4)	PIK	Maturity Date	Shares	Principal(65)		Cost		Fair Value		Notes
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%	10.27%		2/13/2031		$	32,309	$	31,744	$	32,144	(4)(7)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Revolver	SOFR+	5.25%			9/20/2030		—		$	(78)	$	(82)	(4)(7)(8)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%			2/13/2031		—		(61)		(18)		(4)(7)(8)
Sorenson Communications, LLC	Communications Equipment	First Lien Term Loan	SOFR+	5.75%	10.07%		4/19/2029		$	59,946	58,975		58,969		(4)(7)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Revolver	SOFR+	5.75%			2/13/2030		—		(60)		(20)		(4)(7)(8)
Sorenson Communications, LLC	Communications Equipment	First Lien Revolver	SOFR+	5.75%			4/19/2029		—		(114)		(115)		(4)(7)(8)
USIC Holdings, Inc.	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%	10.09%		9/10/2031		26,092		25,843		26,040		(4)(7)(10)
Spruce Bidco I Inc.	Health Care Equipment	First Lien Term Loan	SOFR+	5.00%	9.32%		1/30/2032		51,665		50,908		50,926		(4)(7)
USIC Holdings, Inc.	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%	10.09%		9/10/2031		102		102		99		(4)(7)(8)
Spruce Bidco I Inc.	Health Care Equipment	First Lien Term Loan	TONA+	5.25%	6.06%		2/2/2032		¥	1,000,150	6,363		6,593		(4)(7)
USIC Holdings, Inc.	Diversified Support Services	First Lien Revolver	SOFR+	5.25%	9.84%		9/10/2031		759		727		739		(4)(7)(8)
Spruce Bidco I Inc.	Health Care Equipment	First Lien Term Loan	CORRA+	5.00%	7.72%		1/30/2032		C$	9,330	6,348		6,390		(4)(7)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	7.50%	7.84%	4.13%	11/28/2029		24,993		24,503		24,993		(4)(7)
Spruce Bidco I Inc.	Health Care Equipment	First Lien Revolver	SOFR+	5.00%			1/30/2032		—		(171)		(167)		(4)(7)(8)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	7.50%	7.84%	4.13%	11/29/2029		1,185		1,185		1,185		(4)(7)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%	10.07%		2/13/2031		$	32,227	31,687		32,227		(4)(7)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Revolver	SOFR+	6.75%			11/28/2029		—		(54)		—		(4)(7)(8)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%	10.04%		2/13/2031		2,247		2,188		2,247		(4)(7)(8)
Total Non-Control/Non-Affiliate Investments (153.9% of net assets)											$	693,001	$	699,317
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Revolver	SOFR+	5.75%	10.05%		2/13/2030		235		177		235		(4)(7)(8)
USIC Holdings, Inc.	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%	9.81%		9/10/2031		26,027		25,787		26,027		(4)(7)(10)
USIC Holdings, Inc.	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%	9.81%		9/10/2031		340		340		340		(4)(7)(8)
USIC Holdings, Inc.	Diversified Support Services	First Lien Revolver	SOFR+	5.25%	9.56%		9/10/2031		1,802		1,772		1,802		(4)(7)(8)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	6.75%	6.94%	4.13%	11/28/2029		25,191		24,726		25,191		(4)(7)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	6.75%	6.94%	4.13%	11/29/2029		1,194		1,194		1,194		(4)(7)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Revolver	SOFR+	6.75%			11/28/2029		—		(52)		—		(4)(7)(8)
Total Non-Control/Non-Affiliate Investments (173.8% of net assets)											$	782,778	$	788,038
Cash and Cash Equivalents
U.S. Treasury Bills											$	~~119~~69,~~703~~827	$	~~119~~69,~~703~~827
Other cash accounts											6856,~~268~~121		6856,~~268~~121
Cash and Cash Equivalents (41.4% of net assets)											$	187,971	$	187,971
Cash and Cash Equivalents (27.8% of net assets)											$	125,948	$	125,948
Total Portfolio Investments, Cash and Cash Equivalents (195.3% of net assets)											$	880,972	$	887,288
Total Portfolio Investments, Cash and Cash Equivalents (201.5% of net assets)											$	908,726	$	913,986

Derivative Instrument	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date	Counterparty	Cumulative Unrealized Appreciation /(Depreciation)
Foreign currency forward contract	$	86,~~353~~458	€C$	7(9,~~634~~334)	25/68/2025	Bank of New York Mellon	$	~~437~~(40)
Foreign currency forward contract	$	(86,~~241)~~458	€¥	(7991,~~634~~669)	25/68/2025	Bank of New York Mellon	(~~324~~201)
Foreign currency forward contract	$	3,299	£	2,545	2/6/2025	Bank of New York Mellon	112
							$	(241)
Foreign currency forward contract	$	(3,293)	£	(2,545)	2/6/2025	Bank of New York Mellon	(107)
							$	118

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

~~December~~March 31, ~~2024~~2025

(dollar amounts in thousands)

(unaudited)

(1)All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(3)Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.

(4)The interest rate on the principal balance outstanding for most of the floating rate loans is indexed to the Secured Overnight Financing Rate ("SOFR"), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over ~~SOFR~~the reference rate based on each respective credit agreement and the cash interest rate as of period end. As of ~~December~~March 31, ~~2024~~2025, the reference rates for the Company's variable rate loans were the 30-day SOFR at 4.3332%, ~~and~~ the 90-day SOFR at 4.3129%, the Tokyo Overnight Average Rate ("TONA") at 0.82% and the 30-day Canadian Overnight Repo Rate Average ("CORRA") at 2.77%. As of ~~December~~March 31, ~~2024~~2025, the Company's debt investments included interest floors which range from 0.00% to 1.00%. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(5)~~Non-Control/Non-Affiliate~~Principal ~~Investments~~includes ~~are~~accumulated ~~investments~~payment ~~that~~in ~~are~~kind ~~neither~~(“PIK”) ~~Control~~interest ~~Investments~~and ~~nor~~is ~~Affiliate~~net ~~Investments. Control Investments generally are defined by the Investment Company Act~~ of ~~1940~~repayments, asif ~~amended~~any. ~~(the~~ "~~Investment Company Act~~C$"), assignifies ~~investments in companies in which~~ the ~~Company~~investment ~~owns~~is ~~more~~denominated ~~than~~in ~~25%~~Canadian ofdollar. ~~the~~"¥" ~~voting~~signifies ~~securities and/or has~~ the ~~power~~investment tois ~~exercise~~denominated ~~control~~in ~~over~~Japanese ~~the management or policies of the company~~Yen. ~~Affiliate~~All ~~Investments~~other ~~generally~~investments are ~~defined~~denominated ~~by the Investment Company Act as investments~~ in ~~companies~~U.S. ~~in which the Company owns between 5% and 25% of the voting securities~~dollars.

(6)~~Principal~~Non-Control/Non-Affiliate ~~includes~~Investments ~~accumulated~~are ~~payment~~investments inthat ~~kind~~are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the Investment Company Act of 1940, as amended (~~“PIK”~~the "Investment Company Act"), ~~interest~~as investments in companies in which the Company owns more than 25% of the voting securities and/or ishas ~~net~~the power to exercise control over the management or policies of ~~repayments,~~the ifcompany. ~~any~~Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.

(7)As of ~~December~~March 31, ~~2024~~2025, these investments are categorized as Level 3 within the fair value hierarchy established by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("ASC 820") and were valued using significant unobservable inputs.

(8)Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(9)Investment is not a "qualifying asset" as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of ~~December~~March 31, ~~2024~~2025, qualifying assets represented 97.8% of the Company's total assets.

(10)This investment represents securities that were sold and simultaneously repurchased in connection with the Company's secured borrowings outstanding as of ~~December~~March 31, ~~2024~~2025.

See notes to Consolidated Financial Statements.

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

September 30, 2024

(dollar amounts in thousands)


Portfolio Company	Industry	Type of Investment (1)(2)	Index	Spread	Cash Interest Rate (3)(4)	PIK	Maturity Date	Shares	Principal		Cost		Fair Value		Notes
Non-Control/Non-Affiliate Investments															(5)
AmSpec Parent LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%	10.10%		12/5/2030		$	40,937	$	40,038	$	40,933	(4)(6)
AmSpec Parent LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%			12/5/2030		—		(74)		—		(4)(6)(7)
AmSpec Parent LLC	Diversified Support Services	First Lien Revolver	SOFR+	5.50%			12/5/2029		—		(120)		—		(4)(6)(7)
Centralsquare Technologies, LLC	Application Software	First Lien Term Loan	SOFR+	6.50%	8.10%	3.50%	4/12/2030		18,325		17,909		18,131		(4)(6)
Centralsquare Technologies, LLC	Application Software	First Lien Revolver	SOFR+	6.00%			4/12/2030		—		(47)		(22)		(4)(6)(7)
Entrata, Inc.	Application Software	First Lien Term Loan	SOFR+	5.75%	10.67%		7/10/2030		28,215		27,633		28,215		(4)(6)
Entrata, Inc.	Application Software	First Lien Revolver	SOFR+	5.75%			7/10/2028		—		(61)		—		(4)(6)(7)
Everbridge, Inc.	Application Software	First Lien Term Loan	SOFR+	5.00%	10.33%		7/2/2031		21,779		21,670		21,679		(4)(6)
Everbridge, Inc.	Application Software	First Lien Term Loan	SOFR+	5.00%	10.30%		7/2/2031		2,134		2,115		2,122		(4)(6)(7)
Everbridge, Inc.	Application Software	First Lien Revolver	SOFR+	5.00%			7/2/2031		—		(11)		(10)		(4)(6)(7)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	4.75%	9.35%		9/30/2030		29,884		29,245		29,630		(4)(6)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	4.75%	9.35%		9/30/2030		7,545		7,469		7,481		(4)(6)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Revolver	SOFR+	4.75%			10/1/2029		—		(69)		(28)		(4)(6)(7)
Icefall Parent, Inc.	Application Software	First Lien Term Loan	SOFR+	6.50%	11.35%		1/25/2030		13,557		13,317		13,461		(4)(6)
Icefall Parent, Inc.	Application Software	First Lien Revolver	SOFR+	6.50%			1/25/2030		—		(23)		(9)		(4)(6)(7)
Integrity Marketing Acquisition, LLC	Insurance Brokers	First Lien Term Loan	SOFR+	5.00%	10.08%		8/25/2028		40,444		40,049		40,040		(4)(6)
Integrity Marketing Acquisition, LLC	Insurance Brokers	First Lien Term Loan	SOFR+	5.00%			8/28/2028		—		(140)		(137)		(4)(6)(7)
Integrity Marketing Acquisition, LLC	Insurance Brokers	First Lien Revolver	SOFR+	5.00%			8/28/2028		—		(52)		(54)		(4)(6)(7)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%	9.85%		6/3/2030		17,277		16,950		16,973		(4)(6)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%			6/3/2030		—		(29)		(26)		(4)(6)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%	9.85%		6/3/2030		2,880		2,822		2,832		(4)(6)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Revolver	SOFR+	5.00%			6/3/2030		—		(33)		(29)		(4)(6)(7)(8)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	10.56%		2/28/2031		41,706		41,081		41,706		(4)(6)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%			2/28/2031		—		(26)		—		(4)(6)(7)
Monotype Imaging Holdings Inc.	Application Software	First Lien Revolver	SOFR+	5.50%			2/28/2030		—		(71)		—		(4)(6)(7)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	6.00%	11.06%		11/12/2030		27,102		26,695		27,102		(4)(6)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	6.00%			11/12/2030		—		(52)		—		(4)(6)(7)
Next Holdco, LLC	Health Care Technology	First Lien Revolver	SOFR+	6.00%			11/9/2029		—		(33)		—		(4)(6)(7)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	5.00%	10.08%		6/10/2030		8,388		8,282		8,261		(4)(6)(7)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	10.85%		6/10/2030		16,863		16,520		16,863		(4)(6)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	10.85%		6/10/2030		6,371		6,212		6,371		(4)(6)
OneOncology, LLC	Health Care Services	First Lien Revolver	SOFR+	6.25%			6/11/2029		—		(67)		—		(4)(6)(7)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%	10.85%		11/15/2030		59,782		58,737		58,258		(4)(6)(9)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%			11/15/2030		—		(79)		(122)		(4)(6)(7)
PetVet Care Centers, LLC	Health Care Services	First Lien Revolver	SOFR+	6.00%			11/15/2029		—		(134)		(200)		(4)(6)(7)
PetVet Care Centers, LLC	Health Care Services	Preferred Equity						5,185			5,081		5,747		(6)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Term Loan	SOFR+	5.25%	10.10%		9/20/2030		44,123		43,313		43,281		(4)(6)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Revolver	SOFR+	5.25%			9/20/2030		—		(85)		(88)		(4)(6)(7)
Sorenson Communications, LLC	Communications Equipment	First Lien Term Loan	SOFR+	5.75%	10.60%		4/19/2029		62,328		61,194		61,306		(4)(6)
Sorenson Communications, LLC	Communications Equipment	First Lien Revolver	SOFR+	5.75%			4/19/2029		—		(128)		(116)		(4)(6)(7)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%	10.86%		2/13/2031		32,390		31,801		32,390		(4)(6)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%			2/13/2031		—		(64)		—		(4)(6)(7)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Revolver	SOFR+	5.75%	10.85%		2/13/2030		74		(28)		35		(4)(6)(7)

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

September 30, 2024

(dollar amounts in thousands)


Portfolio Company	Industry	Type of Investment (1)(2)	Index	Spread	Cash Interest Rate (3)(4)	PIK	Maturity Date	Shares	Principal		Cost		Fair Value		Notes
USIC Holdings, Inc.	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%	10.35%		9/10/2031		$	26,092	$	25,833	$	25,836	(4)(6)
USIC Holdings, Inc.	Diversified Support Services	First Lien Term Loan	SOFR+	5.50%	10.35%		9/10/2031		40		40		25		(4)(6)(7)
USIC Holdings, Inc.	Diversified Support Services	First Lien Revolver	SOFR+	5.25%	10.10%		9/10/2031		1,613		1,580		1,580		(4)(6)(7)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	7.50%	8.39%	4.13%	11/28/2029		24,795		24,278		24,649		(4)(6)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	7.50%	8.39%	4.13%	11/29/2029		1,175		1,175		1,175		(4)(6)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Revolver	SOFR+	6.75%			11/28/2029		—		(57)		(16)		(4)(6)(7)
Total Non-Control/Non-Affiliate Investments (157.9% of net assets)											$	569,556	$	575,225
Cash and Cash Equivalents
U.S. Treasury Bills											$	169,533	$	169,533
Other cash accounts											37,811		37,811
Cash and Cash Equivalents (56.9% of net assets)											$	207,344	$	207,344
Total Portfolio Investments, Cash and Cash Equivalents (214.8% of net assets)											$	776,900	$	782,569

(1)All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(4)The interest rate on the principal balance outstanding for floating rate loans is indexed to SOFR, which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over SOFR based on each respective credit agreement and the cash interest rate as of period end. As of September 30, 2024, the reference rates for the Company's variable rate loans were the 30-day SOFR at 4.85% and the 90-day SOFR at 4.59%. As of September 30, 2024, the Company's debt investments included interest floors which range from 0.00% to 1.00%. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(5)Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the Investment Company Act, as investments in companies in which the Company owns more than 25% of the voting securities and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.

(6)As of September 30, 2024, these investments are categorized as Level 3 within the fair value hierarchy established by ASC 820 and were valued using significant unobservable inputs.

(7)Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(8)Investment is not a "qualifying asset" as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2024, qualifying assets represented 97.5% of the Company's total assets.

(9)This investment represents securities that were sold and simultaneously repurchased in connection with the Company's secured borrowings outstanding as of September 30, 2024.

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 1. Organization

Oaktree Gardens OLP, LLC (the “Company”) was formed on February 6, 2023 as a Delaware limited liability company. The Company is a closed-end management investment company that has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company has elected to be treated, and intends to qualify annually, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by Oaktree Fund Advisors, LLC (the “Adviser”), an investment adviser that is registered with the Securities and Exchange Commission (“SEC”) under the U.S. Investment Advisers Act of 1940, as amended. The Company’s administrator, Oaktree Fund Administration, LLC, a Delaware limited liability company (the “Administrator”), provides the administrative services necessary for the Company’s operations. The Adviser is an entity under common control with Brookfield Oaktree Holdings, LLC ("BOH") (formerly known as Oaktree Capital Group, LLC). In 2019, Brookfield Corporation (formerly known as Brookfield Asset Management, Inc., collectively with its affiliates, "Brookfield") acquired a majority economic interest in BOH. BOH operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.

No member shall be liable for any of the debts, liabilities or obligations of the Company to the extent otherwise required by Delaware law, except that each member shall be required to pay to the Company (a) any capital contributions that it has agreed to make to the Company pursuant to any subscription agreements and (b) the amount of any distribution that it is required to return to the Company pursuant to the Amended and Restated Limited Liability Company Agreement or the Delaware Limited Liability Company Act.

The Company’s investment objective is to generate current income and long-term capital appreciation by primarily focusing on private lending opportunities to large private equity-owned companies. The Company seeks to build a diverse portfolio across industries and expects most of its investments to be in the debt of eligible portfolio companies, generally in loans that are $500 million or more to companies with earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $100 million or greater. To a lesser extent, the Company may invest in small- and medium-sized companies, including bespoke, highly negotiated loans, including loans to life sciences companies, and attractive, publicly-traded credits, including opportunistic investments in discounted, high-quality investments that may result from broad market dislocations or specific situational challenges. The Company focuses primarily on first lien secured loans but may occasionally invest in junior instruments.

At each closing in the private offering of common units (the “units”) of the Company’s limited liability company interests, each investor will make a capital commitment to purchase units pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase units up to the amount of their respective capital commitments on an as-needed basis. At each drawdown of capital commitments, the purchase price will equal the net asset value per unit as of the end of the most recent calendar quarter prior to the date of the applicable purchase as determined by the Adviser, as valuation designee of the Company’s board of directors (the "Board") under the Investment Company Act, and subject to the limitations of Section 23 under the Investment Company Act. At the first capital drawdown date that occurred immediately following the initial closing, the net asset value per unit was deemed to be $20.00.

On May 1, 2023, the Company was initially capitalized with a $2 investment by Oaktree Fund GP I, L.P., an affiliate of the Adviser. On May 2, 2023, the Company redeemed the 100 units sold to Oaktree Fund GP I, L.P. on May 1, 2023. On May 4, 2023, the Company held its first closing and accepted capital commitments totaling $1,280,000. The Company's loan origination and investment activities commenced shortly after the initial closing and the Company’s operations commenced on June 8, 2023 in connection with the initial drawdown of capital from investors.

Note 2. Significant Accounting Policies

Basis of Presentation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the consolidated financial statements have been made. The Company is an investment company following the accounting and reporting guidance in FASB ASC Topic 946, Financial Services - Investment Companies ("ASC 946").

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Use of Estimates:

The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Changes in the economic and political environments, financial markets and any other parameters used in determining these estimates could cause actual results to differ and such differences could be material. Significant estimates include the valuation of investments and revenue recognition.

Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiary. The consolidated subsidiary is wholly-owned and, as such, consolidated into the consolidated financial statements. As an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements but rather are included on the Consolidated Statements of Assets and Liabilities as investments at fair value.

Fair Value Measurements:

The Adviser, as the valuation designee of the Board pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assets on at least a quarterly basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that reflect the Adviser's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

If inputs used to measure fair value fall into different levels of the fair value hierarchy, an investment's level is based on the lowest level of input that is significant to the fair value measurement. The Adviser's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. This includes investment securities that are valued using "bid" and "ask" prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of the Company's investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

The Adviser seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If the Adviser is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within the Adviser's set threshold, the Adviser seeks to obtain a quote directly from a broker making a market for the asset. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Adviser also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Adviser performs

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, the Adviser does not adjust any of the prices received from these sources.

If the quotations obtained from pricing vendors or brokers are determined not to be reliable or are not readily available, the Adviser values such investments using any of three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that the Company is deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. The Adviser also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

The Board has designated the Adviser to serve as its valuation designee under Rule 2a-5 under the Investment Company Act. The Adviser undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company's investments:

•The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser's valuation team;

•Preliminary valuations are then reviewed and discussed with management of the Adviser;

•Separately, independent valuation firms prepare valuations of the Company's investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to the Company and provide such reports to the Adviser;

•The Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;

•The Audit Committee reviews the valuation report with the Adviser, and the Adviser responds and supplements the valuation report to reflect any discussions between the Adviser and the Audit Committee; and

•The Adviser, as valuation designee, determines the fair value of each investment in the Company's portfolio.

The fair value of the Company's investments as of ~~December~~March 31, ~~2024~~2025 and September 30, 2024 was determined by the Adviser, as the ~~Company~~Board's valuation designee. The Company has and will continue to engage independent valuation firms to provide assistance each quarter regarding the determination of the fair value of a portion of its portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

With the exception of the line items entitled "deferred financing costs," "other assets," "secured borrowings" and "credit facility payable," which are reported at amortized cost, all assets and liabilities on the Consolidated Statements of Assets and Liabilities approximate fair value. The carrying value of the line items titled "interest receivable," "accounts payable, accrued expenses and other liabilities," "base management fee payable," "due to affiliates," "interest payable" and "director fees payable" approximate fair value due to their short maturities.

Foreign Currency Translation:

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the prevailing foreign exchange rate on the reporting date. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Derivative Instruments:

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded within derivative assets or derivative liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statements of Operations.

Secured Borrowings:

Securities sold and simultaneously repurchased at a premium are reported as financing transactions in accordance with FASB ASC Topic 860, Transfers and Servicing ("ASC 860"). Amounts payable to the counterparty are due on the repurchase settlement date and, excluding accrued interest, such amounts are presented in the accompanying Consolidated Statements of Assets and Liabilities as secured borrowings. Premiums payable are separately reported as accrued interest.

Investment Income:

Interest Income

Interest income, adjusted for accretion of original issue discount ("OID"), is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, there were no investments on non-accrual status.

For the Company's secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the counterparty is recorded within interest expense in the Consolidated Statements of Operations.

PIK Interest Income

The Company's investments in debt securities may contain payment-in-kind ("PIK") interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company generally ceases accruing PIK interest if there is insufficient value to support the accrual or if the Company does not expect the portfolio company to be able to pay all principal and interest due. The Company's decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; the Company's assessment of the portfolio company's business development success; information obtained by the Company in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. The Company's determination to

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

portfolio company's business development success; information obtained by the Company in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. The Company's determination to cease accruing PIK interest is generally made well before the Company's full write-down of a loan or debt security. In addition, if it is subsequently determined that the Company will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on the Company’s debt investments increases the recorded cost bases of these investments in the consolidated financial statements including for purposes of computing the capital gains incentive fee payable by the Company to the Adviser. To maintain its status as a RIC, certain income from PIK interest may be required to be distributed (or deemed distributed) to the Company’s unitholders, even though the Company has not yet collected the cash and may never do so.

Fee Income

The Adviser or its affiliates may provide financial advisory services to portfolio companies in connection with structuring a transaction and in return the Company may receive fees for capital structuring services. These fees are generally non-recurring and are recognized by the Company upon the investment closing date. The Company may also receive additional fees in the ordinary course of business, including servicing, amendment, exit and prepayment fees, which are classified as fee income and recognized as they are earned or the services are rendered.

Dividend Income

The Company generally recognizes dividend income on the ex-dividend date for public securities and the record date for private equity investments. Distributions received from private equity investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from private equity investments as dividend income unless there are sufficient earnings at the portfolio company prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Cash and Cash Equivalents:

Cash and cash equivalents consist of demand deposits and highly liquid investments with maturities of three months or less when acquired. The Company places its cash and cash equivalents with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit. Cash and cash equivalents are included on the Company's Consolidated Schedule of Investments and cash equivalents are classified as Level 1 assets.

Deferred Financing Costs:

Deferred financing costs consist of fees and expenses paid in connection with the closing or amending of credit facilities. Deferred financing costs incurred in connection with credit facilities are capitalized as an asset when incurred. Deferred financing costs incurred in connection with all other debt arrangements are a direct deduction from the related debt liability when incurred. Deferred financing costs are amortized using the effective interest method over the term of the respective debt arrangement. This amortization expense is included in interest expense in the Consolidated Statements of Operations. Upon early termination or modification of a credit facility, all or a portion of unamortized fees related to such facility may be accelerated into interest expense.

Organization and Offering Costs:

Costs associated with the organization of the Company are expensed as incurred. Costs associated with the offering of the units are capitalized as "deferred offering costs" on the Consolidated Statements of Assets and Liabilities and amortized over a 12-month period from incurrence.

For the three and six months ended ~~December~~March 31, ~~2024~~2025, the Company did not incur any organization costs. For the three and six months ended ~~December~~March 31, ~~2023~~2024, the Company incurred organization costs of zero and $5, respectively. For each of the three and six months ended ~~December~~March 31, ~~2024~~2025, the Company amortized offering costs of $0. For the three and ~~2023~~six months ended March 31, 2024, the Company amortized offering costs of $087 and $87174, respectively.

Income Taxes:

The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it timely distributes (or, is deemed to distribute, except with respect to certain retained capital gains, as discussed below) at least annually to its unitholders as dividends. Rather, any tax liability related to income earned and timely distributed (or deemed timely distributed) by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company. Any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to the Company's investors. The Company will be subject to corporate-level U.S. federal income tax on any undistributed income and/or gains.

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its unitholders, for each taxable year, at least 90% of its “investment company taxable income” (as defined in the Code) for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company did not incur any U.S. federal excise tax for calendar years 2024 and 2023. The Company does not expect to incur a U.S. federal excise tax for calendar year 2025.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax year 2023.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim period within fiscal years beginning after December 15, 2024. The Company does not expect this guidance to materially impact its consolidated financial statements.

Note 3. Portfolio Investments

Portfolio Composition

As of ~~December~~March 31, ~~2024~~2025, the fair value of the Company's investment portfolio was $~~699~~788,~~317~~038 and was composed of investments in 1921 portfolio companies. As of September 30, 2024, the fair value of the Company's investment portfolio was $575,225 and was composed of investments in 17 portfolio companies. As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, all of the Company's debt investments were floating rate loans. As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, all of the Company's investments were in the U.S. The geographic composition of the Company's portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business.

The composition of the Company's investments as of ~~December~~March 31, ~~2024~~2025 and September 30, 2024 at cost and fair value was as follows:

	December 31, 2024				September 30, 2024
	March 31, 2025				September 30, 2024
Cost:			% of Total Investments				% of Total Investments
Senior secured debt	$	~~687~~777,~~920~~697	99.2735	%	$	564,475	99.11	%
Preferred equity	5,081		0.7365	%	5,081		0.89	%
Total	$	~~693~~782,~~001~~778	100.00	%	$	569,556	100.00	%

	December 31, 2024						September 30, 2024
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
Senior secured debt	$	693,302	99.14	%	152.57	%	$	569,478	99.00	%	156.32	%
Preferred equity	6,015		0.86	%	1.32	%	5,747		1.00	%	1.58	%
Total	$	699,317	100.00	%	153.89	%	$	575,225	100.00	%	157.90	%

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

The composition of the Company's portfolio by industry at cost as a percentage of total investments and at fair value as a percentage of total investments and net assets as of December 31, 2024 and September 30, 2024 was as follows:


	March 31, 2025						September 30, 2024
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
Senior secured debt	$	782,063	99.24	%	172.43	%	$	569,478	99.00	%	156.32	%
Preferred equity	5,975		0.76	%	1.32	%	5,747		1.00	%	1.58	%
Total	$	788,038	100.00	%	173.75	%	$	575,225	100.00	%	157.90	%

	December 31, 2024				September 30, 2024
Cost:			% of Total Investments				% of Total Investments
Application Software	$	160,890	23.22	%	$	160,131	28.11	%
Health Care Services	107,183		15.47	%	94,552		16.60	%
Specialized Consumer Services	68,697		9.91	%	—		—	%
Communications Equipment	59,965		8.65	%	61,066		10.72	%
Life Sciences Tools & Services	49,078		7.08	%	—		—	%
Packaged Foods & Meats	43,157		6.23	%	43,228		7.59	%
Insurance Brokers	42,180		6.09	%	39,857		7.00	%
Building Products	31,694		4.57	%	—		—	%
Construction Machinery & Heavy Transportation Equipment	31,623		4.56	%	31,709		5.57	%
Diversified Support Services	26,672		3.85	%	67,297		11.82	%
Health Care Technology	26,544		3.83	%	26,610		4.67	%
Aerospace & Defense	25,634		3.70	%	25,396		4.46	%
Financial Exchanges & Data	19,684		2.84	%	19,710		3.46	%
Total	$	693,001	100.00	%	$	569,556	100.00	%

The composition of the Company's portfolio by industry at cost as a percentage of total investments and at fair value as a percentage of total investments and net assets as of March 31, 2025 and September 30, 2024 was as follows:

	December 31, 2024							September 30, 2024
	March 31, 2025				September 30, 2024
Fair Value:			% of Total Investments		% of Net Assets						% of Total Investments		% of Net Assets
Cost:			% of Total Investments					% of Total Investments
Application Software	$	~~163~~160,~~580~~795	2320.3956	%	~~35.99~~$	160,131	%	$28.11	~~162,356~~	%	~~28.21~~	%	~~44.56~~	%
Health Care Services	~~108~~109,~~470~~151		1513.5194	%	~~23.87~~94,552		%	~~95,178~~16.60		%	~~16.55~~	%	~~26.13~~	%
Specialized Consumer Services	6869,~~712~~356		98.8386	%	~~15.12~~—		%	—		%	—	%	—	%
Communications Equipment	60,101		8.59	%	13.23		%	61,190			10.64	%	16.80	%
Health Care Equipment	63,448		8.11	%	—			—		%
Life Sciences Tools & Services	49,067		7.02	%	10.80		%	—			—	%	—	%
Communications Equipment	58,861		7.52	%	61,066			10.72		%
Packaged Foods & Meats	43,128		6.17	%	9.49		%	43,193			7.51	%	11.86	%
Life Sciences Tools & Services	49,113		6.27	%	—			—		%
Insurance Brokers	42,490		6.08	%	9.35		%	39,849			6.93	%	10.94	%
Packaged Foods & Meats	43,085		5.50	%	43,228			7.59		%
Construction Machinery & Heavy Transportation Equipment	32,106		4.59	%	7.07		%	32,425			5.64	%	8.90	%
Insurance Brokers	42,109		5.38	%	39,857			7.00		%
Building Products	31,707		4.53	%	6.98		%	—			—	%	—	%
Construction Machinery & Heavy Transportation Equipment	34,052		4.35	%	31,709			5.57		%
Health Care Technology	27,034		3.87	%	5.95		%	27,102			4.71	%	7.44	%
Building Products	33,401		4.27	%	—			—		%
Diversified Support Services	2627,~~878~~899		3.8456	%	~~5.91~~67,297		%	~~68,374~~11.82		%	~~11.89~~	%	~~18.77~~	%
Aerospace & Defense	26,178		3.74	%	5.76		%	25,808			4.49	%	7.08	%
Health Care Technology	26,570		3.39	%	26,610			4.67		%
Financial Exchanges & Data	19,866		2.84	%	4.37		%	19,750			3.43	%	5.42	%
Aerospace & Defense	25,868		3.30	%	25,396			4.46		%
Total	$	699,317	100.00	%	153.89		%	$	575,225		100.00	%	157.90	%
Financial Exchanges & Data	19,629		2.51	%	19,710			3.46		%
Air Freight & Logistics	19,441		2.48	%	—			—		%
Total	$	782,778	100.00	%	$	569,556		100.00		%


	March 31, 2025						September 30, 2024
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
Application Software	$	163,561	20.75	%	36.06	%	$	162,356	28.21	%	44.56	%
Health Care Services	108,727		13.80	%	23.97	%	95,178		16.55	%	26.13	%
Specialized Consumer Services	69,397		8.81	%	15.30	%	—		—	%	—	%
Health Care Equipment	63,742		8.09	%	14.05	%	—		—	%	—	%
Communications Equipment	58,854		7.47	%	12.98	%	61,190		10.64	%	16.80	%
Life Sciences Tools & Services	49,141		6.24	%	10.83	%	—		—	%	—	%
Packaged Foods & Meats	43,039		5.46	%	9.49	%	43,193		7.51	%	11.86	%
Insurance Brokers	42,621		5.41	%	9.40	%	39,849		6.93	%	10.94	%
Construction Machinery & Heavy Transportation Equipment	34,709		4.40	%	7.65	%	32,425		5.64	%	8.90	%
Building Products	33,361		4.23	%	7.36	%	—		—	%	—	%
Diversified Support Services	28,169		3.57	%	6.21	%	68,374		11.89	%	18.77	%
Health Care Technology	26,966		3.42	%	5.95	%	27,102		4.71	%	7.44	%
Aerospace & Defense	26,385		3.35	%	5.82	%	25,808		4.49	%	7.08	%
Financial Exchanges & Data	19,919		2.53	%	4.39	%	19,750		3.43	%	5.42	%
Air Freight & Logistics	19,447		2.47	%	4.29	%	—		—	%	—	%
Total	$	788,038	100.00	%	173.75	%	$	575,225	100.00	%	157.90	%

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Fair Value Measurements

The following table presents the financial instruments carried at fair value as of ~~December~~March 31, ~~2024~~2025 on the Consolidated Statements of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:

	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	—	$	~~693~~782,~~302~~063	$	~~693~~782,~~302~~063
Preferred equity	—		—		65,~~015~~975		65,~~015~~975
Total investments at fair value	—		—		~~699~~788,~~317~~038		~~699~~788,~~317~~038
Derivative assets	—		118		—		118
Cash equivalents	69,827		—		—		69,827
Cash equivalents	119,703		—		—		119,703
Total assets at fair value	$	69,827	$	—	$	788,038	$	857,865
Total assets at fair value	$	119,703	$	118	$	699,317	$	819,138
Derivative liabilities	$	—	$	241	$	—	$	241
Total liabilities at fair value	$	—	$	241	$	—	$	241

The following table presents the financial instruments carried at fair value as of September 30, 2024 on the Consolidated Statements of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:


	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	—	$	569,478	$	569,478
Preferred equity	—		—		5,747		5,747
Total investments at fair value	—		—		575,225		575,225
Cash equivalents	169,533		—		—		169,533
Total assets at fair value	$	169,533	$	—	$	575,225	$	744,758

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the fact that the unobservable factors are significant to the overall fair value measurement. However, Level 3 financial instruments typically have both unobservable or Level 3 components and observable components (i.e. components that are actively quoted and can be validated by external sources). Accordingly, the appreciation (depreciation) in the tables below includes changes in fair value due in part to observable factors that are part of the valuation methodology.

The following table provides a roll-forward of the changes in fair value from December 31, 2024 to March 31, 2025 for all investments for which the Company determined fair value using unobservable (Level 3) factors:


	Senior Secured Debt		Preferred Equity		Total
Fair value as of December 31, 2024	$	693,302	$	6,015	$	699,317
Purchases	92,798		—		92,798
Sales and repayments	(4,118)		—		(4,118)
Capitalized PIK interest income	431		—		431
Accretion of OID	669		—		669
Net unrealized appreciation (depreciation)	(1,018)		(40)		(1,058)
Net realized gains (losses)	(1)		—		(1)
Fair value as of March 31, 2025	$	782,063	$	5,975	$	788,038
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at March 31, 2025 and reported within net unrealized appreciation (depreciation) in the Consolidated Statements of Operations for the three months ended March 31, 2025	$	(1,018)	$	(40)	$	(1,058)

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

The following table provides a roll-forward of the changes in fair value from ~~September 30~~December 31, ~~2024~~2023 to ~~December~~ March 31, 2024 for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Preferred Equity		Total
Fair value as of September 30, 2024	$	569,478	$	5,747	$	575,225
Fair value as of December 31, 2023	$	262,478	$	5,086	$	267,564
Purchases	~~167~~135,~~563~~097		—		~~167~~135,~~563~~097
Sales and repayments	(4643,~~135~~513)		—		(4643,~~135~~513)
Capitalized PIK interest income	~~436~~252		—		~~436~~252
Accretion of OID	~~1,581~~937		—		~~1,581~~937
Net unrealized appreciation (depreciation)	~~379~~419		~~268~~306		~~647~~725
Fair value as of December 31, 2024	$	693,302	$	6,015	$	699,317
Fair value as of March 31, 2024	$	355,670	$	5,392	$	361,062
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statements of Operations for the three months ended December 31, 2024	$	1,475	$	268	$	1,743
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at March 31, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended March 31, 2024	$	419	$	306	$	725

The following table provides a roll-forward of the changes in fair value from September 30, ~~2023~~2024 to ~~December~~ March 31, ~~2023~~2025 for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Preferred Equity		Total
Fair value as of September 30, 2023	$	106,794	$	—	$	106,794
Fair value as of September 30, 2024	$	569,478	$	5,747	$	575,225
Purchases	~~155~~260,~~182~~359		~~5,081~~—		~~160~~260,~~263~~359
Sales and repayments	(~~704~~50,251)		—		(~~704~~50,251)
Accretion of OID	173		—		173
Capitalized PIK interest income	867		—		867
Net unrealized appreciation (depreciation)	1,033		5		1,038
Accretion of OID	2,250		—		2,250
Fair value as of December 31, 2023	$	262,478	$	5,086	$	267,564
Net unrealized appreciation (depreciation)	(639)		228		(411)
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2023 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended December 31, 2023	$	1,033	$	5	$	1,038
Net realized gains (losses)	(1)		—		(1)
Fair value as of March 31, 2025	$	782,063	$	5,975	$	788,038
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at March 31, 2025 and reported within net unrealized appreciation (depreciation) in the Consolidated Statements of Operations for the six months ended March 31, 2025	$	457	$	228	$	685

~~Significant~~The ~~Unobservable~~following ~~Inputs~~table provides a roll-forward of the changes in fair value from September 30, 2023 to March 31, 2024 for ~~Level~~all 3investments ~~Investments~~for which the Company determined fair value using unobservable (Level 3) factors:

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of December 31, 2024:


	Senior Secured Debt		Preferred Equity		Total
Fair value as of September 30, 2023	$	106,794	$	—	$	106,794
Purchases	290,278		5,081		295,359
Sales and repayments	(44,217)		—		(44,217)
Capitalized PIK interest income	252		—		252
Accretion of OID	1,110		—		1,110
Net unrealized appreciation (depreciation)	1,453		311		1,764
Fair value as of March 31, 2024	$	355,670	$	5,392	$	361,062
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at March 31, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the six months ended March 31, 2024	$	1,453	$	311	$	1,764

Asset	Fair Value		Valuation Technique	Unobservable Input	Range				WeightedAverage (a)
Senior secured debt	$	644,230	Market Yield	Market Yield	(b)	9.0%	-	11.0%	9.9%
	49,072		Transaction Precedent	Transaction Price	(c)	N/A	-	N/A	N/A
Preferred equity	6,015		Market Yield	Market Yield	(b)	15.8%	-	17.8%	16.8%
Total	$	699,317

_____________________

(a) Weighted averages are calculated based on fair value of investments.

(b) Used when a market participant would take into account market yield when pricing the investment.

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Significant Unobservable Inputs for Level 3 Investments

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of March 31, 2025:


Asset	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average (a)
Senior secured debt	$	782,063	Market Yield	Market Yield	(b)	9.0%	-	12.0%	9.8%
Preferred equity	5,975		Market Yield	Market Yield	(b)	17.1%	-	19.1%	18.1%
Total	$	788,038

_____________________

(a) Weighted averages are calculated based on fair value of investments.

(b) Used when a market participant would take into account market yield when pricing the investment.

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of September 30, 2024:


Asset	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average (a)
Senior secured debt	$	569,478	Market Yield	Market Yield	(b)	8.0%	-	11.0%	9.4%
Preferred equity	5,747		Market Yield	Market Yield	(b)	16.0%	-	18.0%	17.0%
Total	$	575,225

_____________________

(a) Weighted averages are calculated based on fair value of investments.

(b) Used when a market participant would take into account market yield when pricing the investment.

Under the market yield technique, the significant unobservable input used in the fair value measurement of the Company's investments in debt securities is the market yield. Increases or decreases in the market yield may result in a lower or higher fair value measurement, respectively.

The principal values of the Company's credit facilities payable approximate fair value due to their variable interest rates and are included in Level 3 of the hierarchy. The principal values of the Company's secured borrowings approximate fair value due to the short-term maturity.

Note 4. Fee Income

For the three and six months ended ~~December~~March 31, ~~2024~~2025, the Company recorded total fee income of $~~424~~66 and $490, respectively, of which $0 and $14, respectively, was recurring in nature. For the three and six months ended ~~December~~March 31, ~~2023~~2024, the Company recorded total fee income of $3660 and $663, ~~all~~respectively, of which $3 and $6, respectively, was recurring in nature. Recurring fee income consisted of servicing fees.

Note 5. Unit Data and Distributions

Earnings per Unit

The following table sets forth the computation of basic and diluted earnings per unit, pursuant to ASC Topic 260-10, Earnings per Share, for the three and six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024:

(Unit amounts in thousands)	Three months ended March 31, 2025		~~Three months ended December 31, 2024~~		Three months ended March 31, 2024		~~Three months ended December 31, 2023~~		Six months ended March 31, 2025		Six months ended March 31, 2024
Earnings (loss) per common unit — basic and diluted:
Net increase (decrease) in net assets resulting from operations	$	10,130	$	~~11,525~~	$	7,293	$	~~5,069~~	$	21,655	$	12,362
Weighted average common units outstanding — basic and diluted	22,076		~~18,097~~		11,429		~~8,679~~		20,065		10,046
Earnings (loss) per common unit — basic and diluted	$	0.46	$	~~0.64~~	$	0.64	$	~~0.58~~	$	1.08	$	1.23

Changes in Net Assets

The following table presents the changes in net assets for the three months ended December 31, 2024:

	Common Units		Accumulated Earnings		Total Net Assets
Balance at September 30, 2024	$	357,700	$	6,591	$	364,291
Issuance of common units	89,600		—		89,600
Distributions to unitholders	—		(11,000)		(11,000)
Net investment income	—		10,863		10,863
Net unrealized appreciation (depreciation)	—		778		778
Net realized gains (losses)	—		(116)		(116)
Balance at December 31, 2024	$	447,300	$	7,116	$	454,416

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

~~The~~Changes ~~following table presents the changes~~ in ~~net~~Net ~~assets for the three months ended December 31, 2023:~~Assets

	Common Units		Accumulated Earnings		Total Net Assets
Balance at September 30, 2023	$	166,300	$	2,308	$	168,608
Issuance of common units	63,400		—		63,400
Distributions to unitholders	—		(6,900)		(6,900)
Net investment income	—		4,031		4,031
Net unrealized appreciation (depreciation)	—		984		984
Net realized gains (losses)	—		54		54
Balance at December 31, 2023	$	229,700	$	477	$	230,177

The following table presents the changes in net assets for the three and six months ended March 31, 2025:


	Common Units		Accumulated Earnings		Total Net Assets
Balance at September 30, 2024	$	357,700	$	6,591	$	364,291
Issuance of common units	89,600		—		89,600
Distributions to unitholders	—		(11,000)		(11,000)
Net investment income	—		10,863		10,863
Net unrealized appreciation (depreciation)	—		778		778
Net realized gains (losses)	—		(116)		(116)
Balance at December 31, 2024	$	447,300	$	7,116	$	454,416
Distributions to unitholders	—		(11,000)		(11,000)
Net investment income	—		11,443		11,443
Net unrealized appreciation (depreciation)	—		(1,429)		(1,429)
Net realized gains (losses)	—		116		116
Balance at March 31, 2025	$	447,300	$	6,246	$	453,546

The following table presents the changes in net assets for the three and six months ended March 31, 2024:


	Common Units		Accumulated Earnings		Total Net Assets
Balance at September 30, 2023	$	166,300	$	2,308	$	168,608
Issuance of common units	63,400		—		63,400
Distributions to unitholders	—		(6,900)		(6,900)
Net investment income	—		4,031		4,031
Net unrealized appreciation (depreciation)	—		984		984
Net realized gains (losses)	—		54		54
Balance at December 31, 2023	$	229,700	$	477	$	230,177
Distributions to unitholders	—		(5,100)		(5,100)
Net investment income	—		6,569		6,569
Net unrealized appreciation (depreciation)	—		726		726
Net realized gains (losses)	—		(2)		(2)
Balance at March 31, 2024	$	229,700	$	2,670	$	232,370

Capital Activity

During the three months ended ~~December~~March 31, ~~2024~~2025, the Company did not issue any units. During the six months ended March 31, 2025, the Company issued and sold 4,357,977 units at an aggregate purchase price of $89,600. As of ~~December~~March 31, ~~2024~~2025, the Company had issued and sold 22,076,191 units since inception at an aggregate purchase price of $447,300, which represented approximately 35% of total committed capital.

During the three months ended ~~December~~March 31, ~~2023~~2024, the Company did not issue any units. During the six months ended March 31, 2024, the Company issued and sold 3,123,152 units at an aggregate purchase price of $63,400.

Distributions

Distributions to unitholders are recorded on the ex-dividend date. The Company is required to distribute dividends each tax year to its unitholders of an amount generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for dividends paid, in order to be eligible for tax benefits allowed to a RIC under the Code. The Company anticipates paying out as a distribution all or substantially all of those amounts. The amount to be paid out as a dividend is determined by the Board and is based on management’s estimate of the Company’s annual taxable income.

For income tax purposes, the Company has reported its distributions for the 2024 calendar year as ordinary income. The character of such distributions will be appropriately reported to the Internal Revenue Service and unitholders for the 2024 calendar year. To the extent the Company’s taxable earnings for a fiscal and taxable year fall below the amount of distributions paid for the fiscal and taxable year, a portion of the total amount of the Company’s distributions for the fiscal and taxable year is deemed a return of capital for U.S. federal income tax purposes to the Company’s unitholders.

The following table reflects the distributions that the Company has paid on its units during the three months ended December 31, 2024:

Date Declared

Record Date

Payment Date

Aggregate Amount

December 17, 2024

December 16, 2024

December 27, 2024

11,000

The following table reflects the distributions that the Company has paid on its units during the three months ended December 31, 2023:

Date Declared

Record Date

Payment Date

Aggregate Amount

December 14, 2023

December 15, 2023

December 29, 2023

6,900

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

The following table reflects the distributions that the Company has paid on its units during the six months ended March 31, 2025:

Date Declared

Record Date

Payment Date

Aggregate Amount

December 17, 2024

December 16, 2024

December 27, 2024

11,000

February 6, 2025

March 17, 2025

March 27, 2025

11,000

Total for the six months ended March 31, 2025

22,000

The following table reflects the distributions that the Company has paid on its units during the six months ended March 31, 2024:

Date Declared

Record Date

Payment Date

Aggregate Amount

December 14, 2023

December 15, 2023

December 29, 2023

6,900

February 8, 2024

March 15, 2024

March 29, 2024

5,100

Total for the six months ended March 31, 2024

12,000

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 6. Borrowings

Subscription Facility

On September 26, 2023, the Company entered into a senior secured revolving credit facility (as amended, the “Subscription Facility”) with the Company, as borrower, Gardens Coinvest, LLC, as initial qualified borrower, Oaktree Gardens OLP SPV, L.P. (the “SPV”), as initial guarantor, Oaktree OLPG GP, L.P. (the “GP”), as general partner, Oaktree OLPG GP Ltd. (the “Ultimate GP”), as ultimate general partner, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders from time to time party thereto. As of ~~December~~March 31, ~~2024~~2025, the Subscription Facility provided for borrowings of up to $437,500 in aggregate principal amount or, if smaller, 90% of unfunded commitments from certain eligible investors. The maturity date of the Subscription Facility is September 25, 2025. Borrowings under the Subscription Facility bear interest at a rate equal to (1) term SOFR for the selected period plus 2.30% per annum for SOFR loans or (2) the greatest of (a) the Prime Rate plus 1.30% per annum, (b) the Federal Funds Rate plus 1.80% per annum, and (c) Daily Simple SOFR in effect for such day plus 1.30% per annum for reference rate loans. There is a non-usage fee of 0.25% per annum on the unused portion of the Subscription Facility, payable quarterly.

The Subscription Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all capital commitments of investors in the SPV, (ii) the SPV’s, GP’s and Ultimate GP’s right to make capital calls, receive payment of capital contributions from investors and enforce payment of capital commitments and capital contributions under the SPV’s subscription agreements with investors and other operative documents and (iii) a cash collateral account into which the capital contributions from investors are made. The Company made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities.

As of ~~December~~March 31, ~~2024~~2025, the Company had $~~382~~407,000 outstanding under the Subscription Facility, which had a fair value of $~~382~~407,000. As of September 30, 2024, the Company had $367,000 outstanding under the Subscription Facility, which had a fair value of $367,000. The Company's borrowings under the Subscription Facility bore interest at a weighted average interest rate of 76.0082% and 7.90% for the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, respectively. For the three and six months ended ~~December~~March 31, ~~2024~~2025, the Company recorded interest expense (inclusive of fees) of $6,~~519~~048 and $12,567, respectively, related to the Subscription Facility. For the three and six months ended ~~December~~March 31, ~~2023~~2024, the Company recorded interest expense (inclusive of fees) of $1,~~268~~176 and $2,445, respectively, related to the Subscription Facility.

Secured Borrowings

As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, the Company had $53,~~039~~091 and $52,764 of secured borrowings outstanding, respectively. The Company's secured borrowings bore interest at a weighted average rate of 7.5573% and 8.56% for the ~~three~~six months ended ~~December~~March 31, 2025 and 2024, respectively. The Company recorded $1995 and $2,~~073~~068 of interest expense, respectively, in connection with secured borrowings for the three ~~months~~and ~~ended~~six ~~December 31, 2024. The Company's secured borrowings bore interest at a weighted average rate of 8.69% for the three~~ months ended ~~December~~March 31, ~~2023~~2025. The Company recorded $~~432~~1,623 and $2,054 of interest expense, respectively, in connection with secured borrowings for the three and six months ended ~~December~~March 31, ~~2023~~2024.

2223

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 7. Taxable/Distributable Income

Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments and foreign currency, as gains and losses are not included in taxable income until they are realized and (2) organizational and deferred offering costs.

Presented below is a reconciliation of net increase (decrease) in net assets resulting from operations to taxable income for the three and six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024:

			Three months ended December 31, 2024				Three months ended December 31, 2023
	Three months endedMarch 31, 2025				Three months endedMarch 31, 2024				Six months endedMarch 31, 2025		Six months endedMarch 31, 2024
Net increase (decrease) in net assets resulting from operations	$	10,130	$	~~11,525~~	$	7,293	$	~~5,069~~	$	21,655	$	12,362
Net unrealized (appreciation) depreciation	1,429		~~(778)~~		(726)		~~(984)~~		651		(1,710)
Other book/tax differences	(359)		~~118~~		79		34		(241)		113
Taxable income (1)	$	11,200	$	~~10,865~~	$	6,646	$	~~4,119~~	$	22,065	$	10,765

__________________

(1)The Company's taxable income for the three and six months ended ~~December~~March 31, ~~2024~~2025 is an estimate and will not be finally determined until the Company files its tax return for the fiscal year ending September 30, 2025. The final taxable income may be different than the estimate.

As of September 30, 2024, the components of accumulated earnings on a tax basis were as follows:


Undistributed ordinary loss, net	$	(60)
Net realized capital gains	1,387
Unrealized gains, net	5,264
Accumulated earnings	$	6,591

The aggregate cost of investments for U.S. federal income tax purposes was $569.7 million as of September 30, 2024. As of September 30, 2024, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over cost for U.S. federal income tax purposes was $6.4 million. As of September 30, 2024, the aggregate gross unrealized depreciation for all investments in which there was an excess of cost for U.S. federal income tax purposes over value was $1.1 million. Net unrealized appreciation based on the aggregate cost of investments for U.S. federal income tax purposes was $5.3 million.

Note 8. Concentration of Credit Risks

The Company deposits its cash with financial institutions and at times such balances may be in excess of the FDIC insurance limit. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions and monitoring their financial stability.

Note 9. Related Party Transactions

Investment Advisory Agreement

The Company has entered into an Investment Advisory Agreement with the Adviser. Pursuant to the Investment Advisory Agreement, the Company pays the Adviser a management fee for investment advisory and management services.

The management fee is payable quarterly in arrears and equals 1.00% per annum of the Company’s gross assets (excluding cash and cash equivalents). The management fee for each quarter is calculated based on the average gross assets of the Company (excluding cash and cash equivalents) at the end of such quarter and at the end of the preceding quarter. The Adviser does not receive any fees on Capital Commitments not yet drawn. For the three and six months ~~December~~ended March 31, ~~2024~~2025, the Company incurred $1,~~606~~871 and $3,477 of management fees, respectively, of which $~~376~~439 and $815 were irrevocably waived by the Adviser, respectively. For the three and six months ended ~~December~~March 31, ~~2023~~2024, the Company incurred $~~475~~794 and $1,269 of management fees, respectively, of which $~~111~~186 and $297 were irrevocably waived by the Adviser, respectively.

2324

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Administration Agreement

Pursuant to an Administration Agreement, the Administrator furnishes the Company with office facilities (certain of which are located in buildings owned by a Brookfield affiliate), equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, and being responsible for the financial records that the Company is required to maintain and preparing reports to unitholders and reports filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to unitholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others.

Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for its costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement and providing personnel and facilities, including the allocable portion of personnel. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s directors or by the Administrator. Additionally, the Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under the Administration Agreement, the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including the Adviser and any person affiliated with its members or the Adviser, to the extent they are providing services for or otherwise acting on behalf of the Administrator, the Adviser or the Company) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under the Administration Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including the Adviser and any person affiliated with its members or the Adviser, to the extent they are providing services for or otherwise acting on behalf of the Administrator, the Adviser or the Company) and hold them harmless from and against all damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its members) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under the Administration Agreement or otherwise as administrator for the Company.

For the three months ended ~~December~~March 31, ~~2024~~2025, the Company incurred $~~105~~133 of expenses under the Administration Agreement, of which $8998 was included in administrator expense and $1635 was included in general and administrative expense. For the six months ended March 31, 2025, the Company incurred $237 of expenses under the Administration Agreement, of which $187 was included in administrator expense and $50 was included in general and administrative expense. For the three months ended ~~December~~March 31, ~~2023~~2024, the Company incurred $~~104~~173 of expenses under the Administration Agreement, of which $87138 was included in administrator expense and $1735 was included in general and administrative expense. For the six months ended March 31, 2024, the Company incurred $277 of expenses under the Administration Agreement, of which $225 was included in administrator expense and $52 was included in general and administrative expense. As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, $~~865~~858 and $1,076, respectively, was included in “Due to affiliates” in the Statements of Assets and Liabilities and was payable to the Administrator.

Placement Agent Agreement

The Company has entered into a Placement Agent Agreement with OCM Investments, LLC (the “Placement Agent”), an affiliate of the Adviser. Although the Company does not pay any fees to the Placement Agent, the Company has agreed to indemnify the Placement Agent in connection with its activities.

2425

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 10. Financial Highlights

				For the three months ended December 31, 2024						For the three months ended December 31, 2023
	Three months endedMarch 31, 2025						Three months endedMarch 31, 2024						Six months endedMarch 31, 2025			Six months endedMarch 31, 2024
Net asset value at beginning of period	$	20.58		$	~~20.56~~		$	20.14		$	~~20.30~~		$	20.56		$	20.30
Net investment income (1)	0.52			~~0.60~~			0.57			~~0.46~~			1.11			1.06
Net unrealized appreciation (depreciation) (1)	(0.07)			~~0.05~~			0.07			~~0.21~~			(0.01)			0.25
Net realized gains (losses) (1)	0.01			~~(0.01)~~			—			—			—			—
Distributions of net investment income to unitholders	(0.50)			~~(0.62)~~			(0.45)			~~(0.83)~~			(1.12)			(1.28)
Net asset value at end of period	$	20.54		$	~~20.58~~		$	20.33		$	~~20.14~~		$	20.54		$	20.33
Total return (2)	2.22		%	~~3.12~~		%	3.18		%	~~3.27~~		%	5.41		%	6.56		%
Common units outstanding at beginning of period	22,076,191			~~17,718,214~~			11,428,581			~~8,305,429~~			17,718,214			8,305,429
Common units outstanding at end of period	22,076,191			~~22,076,191~~			11,428,581			~~11,428,581~~			22,076,191			11,428,581
Net assets at beginning of period	$	454,416		$	~~364,291~~		$	230,177		$	~~168,608~~		$	364,291		$	168,608
Net assets at end of period	$	453,546		$	~~454,416~~		$	232,370		$	~~230,177~~		$	453,546		$	232,370
Average net assets (3)	$	457,648		$	~~376,058~~		$	232,911		$	~~177,503~~		$	416,404		$	205,056
Ratio of net investment income to average net assets (4)	2.50		%	~~2.89~~		%	2.82		%	~~2.27~~		%	5.36		%	5.17		%
Ratio of total expenses to average net assets (4)	2.09		%	~~2.63~~		%	1.80		%	~~1.49~~		%	4.67		%	3.33		%
Ratio of net expenses to average net assets (4)	1.99		%	~~2.53~~		%	1.72		%	~~1.43~~		%	4.47		%	3.19		%
Ratio of portfolio turnover to average investments at fair value (4)	0.57		%	~~7.23~~		%	13.84		%	~~0.41~~		%	7.32		%	18.06		%
Weighted average outstanding debt	$	386,427		$	~~390,473~~		$	113,501		$	~~71,311~~		$	388,472		$	92,291
Average debt per unit (1)	$	17.50		$	~~21.58~~		$	9.93		$	~~8.22~~		$	19.36		$	9.19
Asset coverage ratio (5)	198.53		%	~~204.45~~		%	168.66		%	~~181.14~~		%	198.53		%	168.66		%

(1)			Calculated based upon weighted average units outstanding for the period. The amount shown does not correspond with the net unrealized appreciation (depreciation) per unit shown on the Consolidated Statements of Operations for the three and six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, as it includes the effect of the timing of equity issuances.
(2)			Total return is calculated as the change in net asset value (“NAV”) per unit during the period, plus distributions per unit or capital activity, if any, divided by the beginning NAV per unit, assuming a dividend reinvestment price equal to the NAV per unit at the beginning of the period.
(3)			Calculated based upon the weighted average net assets for the period.
(4)			Financial results for the three and six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024 have not been annualized for purposes of this ratio.
(5)			Based on outstanding senior securities of $~~435~~460,~~039~~332 and $~~283~~338,~~693~~429 as of ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

2526

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 11. Derivative Instruments

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company entered into an International Swaps and Derivatives Association, Inc. Master Agreement (the “ISDA Master Agreement”) with its derivative counterparty, Bank of New York Mellon. The ISDA Master Agreement permits a single net payment in the event of a default or similar event. As of ~~December~~March 31, ~~2024~~2025, no cash collateral has been pledged to cover obligations and no cash collateral has been received from the counterparty with respect to the Company’s forward currency contracts.

Certain information related to the Company’s foreign currency forward contracts is presented below as of March 31, 2025.

Description	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities		Balance Sheet Location of Net Amounts
Foreign currency forward contract	$	86,~~353~~458	€C$	7(9,~~634~~334)	25/68/2025	$	~~437~~—	$	—(40)	Derivative ~~asset~~liability
Foreign currency forward contract	$	(86,~~241)~~458	€¥	(7991,~~634~~669)	25/68/2025	—		(~~324~~201)		Derivative ~~asset~~liability
Foreign currency forward contract	$	3,299	kr	2,545	2/6/2025	112		—		Derivative asset
						$	—	$	(241)
Foreign currency forward contract	$	(3,293)	kr	(2,545)	2/6/2025	—		(107)		Derivative asset
						$	549	$	(431)

As of September 30, 2024, the Company did not have any foreign currency forward contracts outstanding.

2627

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 12. Commitments and Contingencies

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies. As indicated in the table below, as of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, off-balance sheet arrangements consisted of $~~150~~159,~~123~~844 and $131,834, respectively, of unfunded commitments to provide debt financing to certain of the Company's portfolio companies. Such commitments are subject to the portfolio company's satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Statements of Assets and Liabilities.

A list of unfunded commitments by portfolio company as of ~~December~~March 31, ~~2024~~2025 and September 30, 2024 is shown in the table below:

	December 31, 2024		September 30, 2024
	March 31, 2025		September 30, 2024
Integrity Marketing Acquisition, LLC	$	31,432	$	33,983
PetVet Care Centers, LLC	15,712		15,712
Geo Topco Corporation	1412,~~198~~494		—
OneOncology, LLC	11,868		7,793
Spruce Bidco I Inc.	11,644		—
OneOncology, LLC	9,739		7,793
Next Holdco, LLC	9,606		9,606
Monotype Imaging Holdings Inc.	7,898		8,710
Creek Parent, Inc.	7,~~175~~160		—
Sorenson Communications, LLC	7,063		7,063
Truck-Lite Co., LLC	6,999		7,003
LDS Buyer, LLC	6,325		—
AVSC Holding Corp.	6,~~951~~320		—
Everbridge, Inc.	5,488		5,488
Protein For Pets Opco, LLC	4,608		4,608
Minotaur Acquisition, Inc.	4,608		4,608
USIC Holdings, Inc.	3,997		3,205
Protein For Pets Opco, LLC	4,608		4,608
Truck-Lite Co., LLC	4,512		7,003
Evergreen IX Borrower 2023, LLC	3,322		3,322
Entrata, Inc.	3,249		3,249
USIC Holdings, Inc.	2,715		3,205
WP CPP Holdings, LLC	2,653		2,653
Centralsquare Technologies, LLC	2,005		2,051
Icefall Parent, Inc.	1,291		1,291
AmSpec Parent LLC	—		11,489
	$	~~150~~159,~~123~~844	$	131,834

Note 13. Subsequent Events

The Company's management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of and for the three months ended ~~December~~March 31, ~~2024~~2025, except as discussed below:

Distribution Declaration

On ~~February~~May 68, 2025, the board of directors declared a distribution of $11,~~000~~500, payable in cash on ~~March~~June 272, 2025 to unitholders of record as of ~~March~~May 1715, 2025.

2728

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in this quarterly report on Form 10-Q. All amounts are shown in thousands, except unit and per unit amounts, percentages and as otherwise indicated.

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:

•our future operating results and distribution projections;

•the ability of Oaktree Fund Advisors, LLC (the "Adviser" and, collectively with its affiliates, "Oaktree") to implement its future plans with respect to our business and to achieve our investment objective;

•the ability of Oaktree and its affiliates to attract and retain highly talented professionals;

•our business prospects and the prospects of our portfolio companies;

•the impact of the investments that we expect to make;

•the ability of our portfolio companies to achieve their objectives;

•our expected financings and investments and additional leverage we may seek to incur in the future;

•the adequacy of our cash resources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies; and

•the impact of current global economic conditions, including those caused by inflation, an elevated (but decreasing) interest rate environment, tariffs and geopolitical events on all of the foregoing.

In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” and elsewhere in our annual report on Form 10-K for the year ended September 30, 2024 and elsewhere in this quarterly report on Form 10-Q.

Other factors that could cause actual results to differ materially include:

•changes or potential disruptions in our operations, the economy, financial markets or political environment, including

those caused by tariffs and trade disputes with other countries, inflation and an elevated interest rate environment;

•risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents;

•future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies ("BDC") or regulated investment companies ("RIC"); and

•other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Business Overview

We were formed on February 6, 2023 as a Delaware limited liability company. We are a closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "Investment Company Act"). We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). We are externally managed by the Adviser, an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended. Oaktree Fund Administration, LLC (the "Administrator") provides the administrative services necessary for our operations.

Our investment objective is to generate current income and long-term capital appreciation by primarily focusing on private lending opportunities to large private equity-owned companies. We seek to build a diverse portfolio across industries

2829

and expect most of our investments to be in the debt of eligible portfolio companies, generally in loans that are $500 million or more to companies with earnings before interest, taxes, depreciation and amortization ("EBITDA") of $100 million or greater. To a lesser extent, we may invest in small- and medium-sized companies, including bespoke, highly negotiated loans, including loans to life sciences companies, and attractive, publicly-traded credits, including opportunistic investments in discounted, high-quality investments that may result from broad market dislocations or specific situational challenges. We intend to focus primarily on first lien secured loans but may occasionally invest in junior instruments.

At each closing in the private offering of units, each investor will make a capital commitment to purchase units pursuant to a subscription agreement entered into with us. Investors will be required to fund drawdowns to purchase units up to the amount of their respective capital commitments on an as-needed basis. At each drawdown of capital commitments, the purchase price will equal the net asset value per unit as of the end of the most recent calendar quarter prior to the date of the applicable purchase as determined by the Adviser, as valuation designee of our board of directors under the Investment Company Act, and subject to the limitations of Section 23 under the Investment Company Act. At the first capital drawdown date that occurred immediately following the initial closing, the net asset value per unit was deemed to be $20.00.

On May 1, 2023, we were initially capitalized with a $2 investment by Oaktree Fund GP I, L.P., an affiliate of the Adviser. On May 2, 2023, we redeemed the 100 units sold to Oaktree Fund GP I, L.P. on May 1, 2023. On May 4, 2023, we held our first closing and accepted capital commitments totaling $1,280,000. Our loan origination and investment activities commenced shortly after the initial closing and our operations commenced on June 8, 2023 in connection with the initial drawdown of capital from investors.

2930

Business Environment and Developments

Global financial markets have experienced an increase in volatility over the last few years amid higher inflation, elevated interest rates, tariffs and concern over a potential slowdown in economic activity. As inflation pressures have eased in recent months, the Federal Reserve has relaxed its monetary policies and cut the federal funds rate to support the broader economy. However, various macroeconomic headwinds remain, including ongoing conflict in the Middle East, ~~and~~ signs of an economic slowdown outside the United States and threats of tariffs and a trade war. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures and equity purchase price multiples.

We are unable to predict the full effects of these macroeconomic events or how they might evolve. We continue to closely monitor the impact these events have on our business, industry and portfolio companies and will provide constructive solutions where necessary.

Against this backdrop, we believe attractive risk-adjusted returns can be achieved by making loans to companies in the middle market. Given the breadth of the investment platform and decades of credit investing experience of Oaktree and its affiliates, we believe that we have the resources and experience to source, diligence and structure investments in these companies.

Critical Accounting Estimates

Fair Value Measurements

Our Adviser, as the valuation designee of our board of directors pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assets on at least a quarterly basis in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), Topic 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of our investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

3031

Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Adviser also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Adviser performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, the Adviser does not adjust any of the prices received from these sources.

If the quotations obtained from pricing vendors or brokers are determined not to be reliable or are not readily available, the Adviser values such investments using any of three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that we are deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. The Adviser also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to our risk and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by us are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

Our board of directors has designated the Adviser to serve as its valuation designee under Rule 2a-5 under the Investment Company Act. The Adviser undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company's investments:

•The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser's valuation team;

•Preliminary valuations are then reviewed and discussed with management of the Adviser;

•Separately, independent valuation firms prepare valuations of our investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to us and provide such reports to the Adviser;

•The Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;

•The Adviser, as valuation designee, determines the fair value of each investment in our portfolio.

The fair value of our investments as of ~~December~~March 31, ~~2024~~2025 and September 30, 2024 was determined by the Adviser, as ~~our~~the Board's valuation designee. We have and will continue to engage independent valuation firms each quarter to provide assistance regarding the determination of the fair value of a portion of our portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

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As of ~~December~~March 31, ~~2024~~2025, we held $~~699~~788,~~317~~038 of investments at fair value, up from $575,225 held at September 30, 2024, primarily driven by new investment purchases during the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025.

Revenue Recognition

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. We may also generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Some of our investments provide for deferred interest payments or payment-in-kind ("PIK") interest income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

Interest Income

Interest income, adjusted for accretion of original issue discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations.

For our secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the counterparty is recorded within interest expense in the Consolidated Statements of Operations.

PIK Interest Income

Our investments in debt securities may contain PIK interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We generally cease accruing PIK interest if there is insufficient value to support the accrual or if we do not expect the portfolio company to be able to pay all principal and interest due. Our decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; our assessment of the portfolio company's business development success; information obtained by us in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Our determination to cease accruing PIK interest is generally made well before our full write-down of a loan or debt security. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on our debt investments increases the recorded cost bases of these investments in our consolidated financial statements. To maintain our status as a RIC, certain income from PIK interest may be required to be distributed (or deemed to be distributed) to our unitholders even though we have not yet collected the cash and may never do so.

As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, there were no investments on non-accrual status.

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Portfolio Composition

As of ~~December~~March 31, ~~2024~~2025, the fair value of our investment portfolio was $~~699~~788,~~317~~038 and was composed of investments in 1921 portfolio companies. As of September 30, 2024, the fair value of our investment portfolio was $575,225 and was composed of investments in 17 portfolio companies. As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, all of our debt investments were floating rate loans. As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, all of our investments were in the U.S. The geographic composition of our portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business.

As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, our investment portfolio consisted of the following:

	December 31, 2024		September 30, 2024
	March 31, 2025		September 30, 2024
Cost:
Senior secured debt	99.2735	%	99.11	%
Preferred equity	0.7365	%	0.89	%
Total	100.00	%	100.00	%

	December 31, 2024		September 30, 2024
	March 31, 2025		September 30, 2024
Fair Value:
Senior secured debt	99.1424	%	99.00	%
Preferred equity	0.8676	%	1.00	%
Total	100.00	%	100.00	%

The table below describes investments by industry composition based on fair value as a percentage of total investments:

	December 31, 2024		September 30, 2024
	March 31, 2025		September 30, 2024
Fair Value:
Application Software	2320.3975	%	28.21	%
Health Care Services	1513.5180	%	16.55	%
Specialized Consumer Services	98.8381	%	—	%
Communications Equipment	8.59	%	10.64	%
Health Care Equipment	8.09	%	—	%
Life Sciences Tools & Services	7.02	%	—	%
Communications Equipment	7.47	%	10.64	%
Packaged Foods & Meats	6.17	%	7.51	%
Life Sciences Tools & Services	6.24	%	—	%
Insurance Brokers	6.08	%	6.93	%
Packaged Foods & Meats	5.46	%	7.51	%
Construction Machinery & Heavy Transportation Equipment	4.59	%	5.64	%
Insurance Brokers	5.41	%	6.93	%
Building Products	4.53	%	—	%
Construction Machinery & Heavy Transportation Equipment	4.40	%	5.64	%
Health Care Technology	3.87	%	4.71	%
Building Products	4.23	%	—	%
Diversified Support Services	3.8457	%	11.89	%
Aerospace & Defense	3.74	%	4.49	%
Health Care Technology	3.42	%	4.71	%
Financial Exchanges & Data	2.84	%	3.43	%
Aerospace & Defense	3.35	%	4.49	%
Financial Exchanges & Data	2.53	%	3.43	%
Air Freight & Logistics	2.47	%	—	%
Total	100.00	%	100.00	%

See the Schedule of Investments as of December 31, 2024 and September 30, 2024 in our consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q for more information on these investments, including a list of companies and the type, cost and fair value of investments. 34

See the Schedule of Investments as of March 31, 2025 and September 30, 2024 in our consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q for more information on these investments, including a list of companies and the type, cost and fair value of investments.

Discussion and Analysis of Results and Operations

Results of Operations

The principal measure of our financial performance is the net increase (decrease) in net assets resulting from operations, which includes net investment income, net realized gains (losses) and net unrealized appreciation (depreciation). Net investment income is the difference between our income from interest, fees and net expenses. Net realized gains (losses) is the difference between the proceeds received from dispositions of investment related assets and liabilities and their stated costs. Net unrealized appreciation (depreciation) is the net change in the fair value of our investment related assets, including the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

33Comparison of the three and six months ended March 31, 2025 and March 31, 2024

Comparison of the three months ended December 31, 2024 and December 31, 2023

Investment Income

Total investment income for the three months ended ~~December~~March 31, ~~2024~~2025 was $20,~~364~~560 and consisted of $1920,~~940~~494 of interest income (including $~~436~~431 of PIK interest income) primarily from portfolio investments and $~~424~~66 of fee income. ~~The~~Total ~~increase in total~~ investment income ~~from~~for the ~~prior~~three ~~period~~months ended March 31, 2024 was ~~mainly~~$10,565 ~~driven~~and byconsisted aof ~~larger~~$9,905 ~~investment~~of ~~portfolio~~interest ~~and~~income ~~higher~~(including ~~prepayment~~$252 ~~fees.~~of ~~Based~~PIK oninterest ~~fair~~income) ~~value~~and as$660 of ~~December 31,~~fee ~~2024,~~income ~~the~~primarily ~~weighted~~from ~~average~~portfolio ~~yield~~investments. onThe ~~our~~increase ~~debt~~in ~~investments~~total investment income from the prior period was 10mainly driven by a larger investment portfolio, partially offset by lower prepayment fees.~~3%.~~

Total investment income for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2025 was $640,~~567~~924 and consisted of $640,~~564~~434 of interest income (including $867 of PIK interest income) primarily from portfolio investments and $3490 of fee income. Total investment income for the six months ended March 31, 2024 was $17,132 and consisted of $16,469 of interest income (including $252 of PIK interest income) and $663 of fee income primarily from portfolio investments. The increase in total investment income from the prior period was mainly driven by a larger investment portfolio. Based on fair value as of ~~December~~March 31, ~~2023~~2025 and March 31, 2024, the weighted average yield on our debt investments was 10.2% and 11.86%, respectively.

Expenses

Net expenses for the three and six months ended ~~December~~March 31, ~~2024~~2025 were $9,~~501~~117 and $18,618, uprespectively. ~~significantly~~Net ~~from~~expenses ~~$2,536~~increased significantly for the three and six months ended ~~December~~March 31, ~~2023~~2025, ~~which~~as compared to the three and six months ended March 31, 2024. The increase in net expenses was primarily driven by a larger investment portfolio attributable to new capital raised from the issuance of common units and an increase in borrowings outstanding. Net expenses consisted of the following:

			For the three months ended December 31, 2024				For the three months ended December 31, 2023
	Three months endedMarch 31, 2025				Three months endedMarch 31, 2024				Six months endedMarch 31, 2025		Six months endedMarch 31, 2024
Expenses:
Base management fee	$	1,871	$	~~1,606~~	$	794	$	~~475~~	$	3,477	$	1,269
Professional fees	272		~~311~~		168		~~108~~		583		276
Directors fees	119		~~119~~		119		~~119~~		238		238
Organization expenses	—		—		—		5		—		5
Amortization of deferred offering costs	—		—		87		87		—		174
Interest expense	7,043		~~7,592~~		2,799		~~1,700~~		14,635		4,499
Administrator expense	98		89		138		87		187		225
General and administrative expenses	153		~~160~~		77		66		313		143
Total expenses	$	9,556	$	~~9,877~~	$	4,182	$	~~2,647~~	$	19,433	$	6,829
Management fees waived	(439)		~~(376)~~		(186)		~~(111)~~		(815)		(297)
Net expenses	$	9,117	$	~~9,501~~	$	3,996	$	~~2,536~~	$	18,618	$	6,532

Net Unrealized Appreciation (Depreciation)

Net unrealized ~~appreciation~~depreciation was $~~778~~1,429 and $651 for the three and six months ended ~~December~~March 31, ~~2024~~2025, respectively, which was primarily driven by net unrealized ~~appreciation~~depreciation on debt investments and foreign currency forward contracts.

Net unrealized appreciation was $~~984~~726 and $1,710 for the three and six months ended ~~December~~March 31, ~~2023~~2024, respectively, which was primarily driven by net unrealized appreciation on debt investments.

Realized Gains (Losses)

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of investments and foreign currency and the cost basis without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period, net of recoveries. Realized losses may also be recorded in connection with our determination that certain investments are considered worthless securities and/or meet the conditions for loss recognition per the applicable tax rules.

During the three months ~~December~~ended March 31, ~~2024~~2025 and ~~2023~~2024, we recorded aggregate net realized gains (losses) of $(116 and $(2), respectively. During the six months ended March 31, 2025 and 2024, we recorded aggregate net realized gains (losses) of zero and $5452, respectively.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash from (1) the net proceeds of the private offering of our common units, (2) cash flows from operations, including earnings on investments, as well as interest earned from the temporary investment of cash in cash-equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less, (3) borrowings from banks, including secured borrowings, and any other financing arrangements we may enter into in the future and (4) any future offerings of equity or debt securities.

Our primary uses of cash are for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including our expenses, the management fee and any indemnification obligations), (3) debt service of borrowings, if any, and (4) cash distributions to unitholders.

For the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025, we experienced a net decrease in cash and cash equivalents of $1981,~~373~~396. During that period, $~~113~~189,~~205~~190 of cash was used in operating activities, primarily consisting of cash used to fund new investments, partially offset by investment repayments. During the same period, cash provided by financing activities was $93107,~~876~~851, due primarily from $1540,000 of net borrowings under our senior secured revolving credit facility (the "Subscription Facility") with Sumitomo Mitsui Banking Corporation, as administrative agent, $89,600 of proceeds from the issuance of common units and $~~276~~327 of net proceeds from secured borrowings, partially offset by $1122,000 of distributions paid to unitholders.

For the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, we experienced a net increase in cash and cash equivalents of $~~107~~72,~~686~~128. During that period, $~~157~~242,~~507~~302 of cash was used in operating activities, primarily consisting of cash used to fund new investments. During the same period, cash provided by financing activities was $~~265~~314,~~193~~430, due primarily from $~~178~~165,~~693~~000 of net borrowings under the Subscription Facility, $98,429 of net proceeds from secured borrowings, and $63,400 of proceeds from the issuance of common units ~~and $30~~,~~000~~ ~~of net borrowings under the Subscription Facility,~~ partially offset by $612,~~900~~000 of distributions paid to unitholders.

As of ~~December~~March 31, ~~2024~~2025, we had $~~187~~125,~~971~~948 of cash and cash equivalents, portfolio investments (at fair value) of $~~699~~788,~~317~~038, $3,~~989~~470 of interest receivable, $5530,500 of undrawn capacity on the Subscription Facility (subject to borrowing base and other limitations) and $~~382~~407,000 of borrowings outstanding under the Subscription Facility.

As of September 30, 2024, we had $207,344 of cash and cash equivalents, portfolio investments (at fair value) of $575,225, $2,861 of interest receivable, $70,500 of undrawn capacity on the Subscription Facility (subject to borrowing base and other limitations) and $367,000 of borrowings outstanding under the Subscription Facility.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, off-balance sheet arrangements consisted of $~~150~~159,~~123~~844 and $131,834, respectively, of unfunded commitments to provide debt financing to certain of our portfolio companies. Such commitments are subject to the portfolio company's satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in our Consolidated Statements of Assets and Liabilities.

Contractual Obligations

The following table reflects information pertaining to our principal debt outstanding under the Subscription Facility and our secured borrowings:

	Debt Outstandingas of September 30, 2024		Debt Outstandingas of ~~December~~March 31, ~~2024~~2025		Weighted average debtoutstanding for the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025		Maximum debtoutstanding for the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025
Subscription Facility	$	367,000	$	~~382~~407,000	$	~~337~~335,~~652~~571	$	~~382~~407,000
Secured borrowings	52,764		53,~~039~~091		52,~~821~~901		53,~~039~~091
Total debt	$	419,764	$	~~435~~460,~~039~~091	$	~~390~~388,~~473~~472

Payments due by period as of December 31, 2024

Payments due by period as of March 31, 2025

Total

< 1 year

1-3 years

3-5 years

Subscription Facility

~~382~~407,000

—

Interest due on Subscription Facility

1813,~~928~~325

—

Secured borrowings

53,~~039~~091

—

Interest due on secured borrowings

~~801~~779

—

Total

~~454~~474,~~768~~195

—

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Equity Activity

During the three months ended ~~December~~March 31, ~~2024~~2025, we did not issue any units. During the six months ended March 31, 2025, we issued and sold 4,357,977 units at an aggregate purchase price of $89,600. As of ~~December~~March 31, ~~2024~~2025, we had issued and sold 22,076,191 units since inception at an aggregate purchase price of $447,300, which represented approximately 35% of total committed capital.

During the three months ended ~~December~~March 31, ~~2023~~2024, we did not issue any units. During the ~~Company~~six months ended March 31, 2024, we issued and sold 3,123,152 units at an aggregate purchase price of $63,400.

Distributions

The following table reflects the distributions that we paid on our units during the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025:

Date Declared

Record Date

Payment Date

Aggregate Amount

December 17, 2024

December 16, 2024

December 27, 2024

11,000

February 6, 2025

March 17, 2025

March 27, 2025

11,000

Total for the six months ended March 31, 2025

22,000

The following table reflects the distributions that we paid on our units during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024:

Date Declared

Record Date

Payment Date

Aggregate Amount

December 14, 2023

December 15, 2023

December 29, 2023

6,900

February 8, 2024

March 15, 2024

March 29, 2024

5,100

Total for the six months ended March 31, 2024

12,000

Leverage

Our sole initial unitholder approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us on May 1, 2023, with such requirements effective with respect to us on May 2, 2023. The reduced asset coverage requirements permit us to double the maximum amount of leverage that we are permitted to incur under the Investment Company Act by reducing the asset coverage requirements applicable to us from 200% to 150%. As a result of the reduced asset coverage requirement under the Investment Company Act, we can incur $2 of debt for each $1 of equity. As of ~~December~~March 31, ~~2024~~2025, we had $~~435~~460,~~039~~332 in outstanding senior securities and our asset coverage was ~~204~~198.4553%.

Subscription Facility

On September 26, 2023, we entered into the Subscription Facility. As of ~~December~~March 31, ~~2024~~2025, the Subscription Facility provides for borrowings of up to $437,500 aggregate principal amount or, if smaller, 90% of unfunded commitments from certain of eligible investors. The maturity date of the Subscription Facility is September 25, 2025. Borrowings under the Subscription Facility bear interest at a rate equal to (1) term SOFR for the selected period plus 2.30% per annum for SOFR loans or (2) the greatest of (a) the Prime Rate plus 1.30% per annum, (b) the Federal Funds Rate plus 1.80% per annum, and (c) Daily Simple SOFR in effect for such day plus 1.30% per annum for reference rate loans. There is a non-usage fee of 0.25% per annum on the unused portion of the Subscription Facility, payable quarterly.

The Subscription Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all capital commitments of investors in Oaktree Gardens OLP SPV, L.P. (the “SPV”), (ii) the SPV’s, Oaktree OLPG GP, L.P.’s and Oaktree OLPG GP Ltd.’s right to make capital calls, receive payment of capital contributions from investors and enforce payment of capital commitments and capital contributions under the SPV’s subscription agreements with investors and other operative documents and (iii) a cash collateral account into which the capital contributions from investors are made. We made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities.

As of ~~December~~March 31, ~~2024~~2025, we had $~~382~~407,000 outstanding under the Subscription Facility, which had a fair value of $~~382~~407,000. As of September 30, 2024, we had $367,000 outstanding under the Subscription Facility, which had a fair value of $367,000. Our borrowings under the Subscription Facility bore interest at a weighted average interest rate of 76.0082% and 7.90% for the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, respectively. For the three ~~months~~and ~~ended~~six ~~December 31, 2024, we recorded interest expense (inclusive of fees) of $6,519 related to the Subscription Facility. For the three~~ months ended ~~December~~March 31, ~~2023~~2025, we recorded interest ~~expense (inclusive of fees) of $1,268 related to the Subscription Facility.~~

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expense (inclusive of fees) of $6,048 and $12,567, respectively, related to the Subscription Facility. For the three and six months ended March 31, 2024, we recorded interest expense (inclusive of fees) of $1,176 and $2,445, respectively, related to the Subscription Facility.

Secured Borrowings

As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, we had $53,~~039~~091 and $52,764 of secured borrowings outstanding, respectively. Our secured borrowings bore interest at a weighted average rate of 7.5573% and 8.56% for the ~~three~~six months ended ~~December~~March 31, 2025 and 2024, respectively. We recorded $1995 and $2,~~073~~068 of interest expense, respectively, in connection with secured borrowings for the three ~~months~~and ~~ended~~six ~~December 31, 2024. Our secured borrowings bore interest at a weighted average rate of 8.69% for the three~~ months ended ~~December~~March 31, ~~2023~~2025. We recorded $~~432~~1,623 and $2,054 of interest expense, respectively, in connection with secured borrowings for the three and six months ended ~~December~~March 31, ~~2023~~2024.

Regulated Investment Company Status and Distributions

We intend to continue to make quarterly distributions of at least 90% of our realized net ordinary income and net short-term capital gains in excess of our net long-term capital losses, if any, then available for distribution, each as determined by our board of directors in accordance with applicable law. Any distributions will be declared out of assets legally available for distribution. We expect quarterly distributions to be paid from income primarily generated by interest earned on our investments, although distributions to unitholders may also include a return of capital.

We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. To maintain RIC qualification, we must distribute (or be deemed distribute) to our unitholders, for each tax year, at least 90% of our “investment company taxable income” (as defined in the Code) for that year. In order to avoid certain excise taxes imposed on RICs, we intend to distribute during each calendar year an amount at least equal to the sum of: (1) 98% of our ordinary income for the calendar year; (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year; and, (3) any undistributed ordinary income and capital gain net income for preceding years on which we paid no U.S. federal income tax less certain over-distributions in prior years. In addition, although we currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular U.S. corporate income tax rates, and elect to treat such gains as deemed distributions to unitholders. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.

Depending on the level of taxable income and net capital gain earned in a year, we may choose to carry forward taxable income or net capital gain for distribution in the following year and pay the applicable U.S. federal excise tax. Distributions will be appropriately adjusted for any taxes payable by us or any direct or indirect subsidiary through which it invests (including any corporate, state, local, non-U.S. and withholding taxes).

We may generate qualified net interest income or qualified net short-term capital gains that may be exempt from U.S. withholding tax when distributed to foreign unitholders. A RIC is permitted to designate distributions of qualified net interest income and qualified short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. unitholders with proper documentation.

Recent Developments

Distribution Declaration

On ~~February 6~~May 8, 2025, our board of directors declared a distribution of $11,~~000~~500, payable in cash on ~~March~~June 272, 2025 to unitholders of record as of ~~March~~May 1715, 2025.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments often do not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser, as the valuation designee appointed by our board of directors pursuant to Rule 2a-5 under the Investment Company Act. There is no single standard for determining fair value in good faith and valuation methodologies involve a significant degree of judgment. In addition, our valuation methodology utilizes discount rates in part in valuing our investments, and changes in those discount rates may have an impact on the valuation of our investments. Accordingly, valuations by the Adviser do not necessarily represent the amounts which may eventually be realized from sales or other dispositions of investments. Estimated fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to our consolidated financial statements.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle funds investments. Our risk management procedures are designed to identify and analyze our risk, to set appropriate policies and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including SOFR, to the extent our debt investments include floating interest rates.

As of ~~December~~March 31, ~~2024~~2025 and September 30, 2024, 100% of our debt investment portfolio at fair value bore interest at floating rates which had floors ranging from 0.00% to 1.00%. The composition of our floating rate debt investments by interest rate floor as of ~~December~~March 31, ~~2024~~2025 and September 30, 2024 was as follows:

	December 31, 2024				September 30, 2024
	March 31, 2025				September 30, 2024
($ in thousands)	Fair Value		% of FloatingRate Portfolio		Fair Value		% of FloatingRate Portfolio
0%	$	—	—	%	$	40,933	7.19	%
>0% and <1%	~~544~~632,~~086~~559		7880.4888		380,018		66.73
1%	149,~~216~~504		2119.5212		148,527		26.08
>1%	—		—		—		—
Total	$	~~693~~782,~~302~~063	100.00	%	$	569,478	100.00	%

Based on our Statements of Assets and Liabilities as of ~~December~~March 31, ~~2024~~2025, the following table shows the approximate annualized net increase (decrease) in net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in our investment and capital structure. However, there can be no assurances our portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Basis point increase ($ in thousands)

Increase in Interest Income

(Increase) in Interest Expense

Net increase in net assets resulting from operations

250

1719,~~519~~790

(910,~~550~~175)

79,~~969~~615

200

1415,~~016~~832

(78,~~640~~140)

67,~~376~~692

150

1011,~~512~~874

(56,~~730~~105)

45,~~782~~769

100

7,~~008~~916

(34,~~820~~070)

3,~~188~~846

3,~~504~~958

(12,~~910~~035)

1,~~594~~923

Basis point decrease ($ in thousands)

(Decrease) in Interest Income

Decrease in Interest Expense

Net (decrease) in net assets resulting from operations

(3,~~504~~929)

12,~~910~~035

(1,~~594~~894)

100

(7,~~008~~854)

34,~~820~~070

(3,~~188~~784)

150

(1011,~~512~~779)

56,~~730~~105

(45,~~782~~674)

200

(1415,~~016~~703)

78,~~640~~140

(67,~~376~~563)

250

(1719,~~519~~597)

910,~~550~~175

(79,~~969~~422)

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on this review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The interest rate on the principal balance outstanding for primarily all floating rate loans is indexed to the SOFR and/or an alternate base rate, which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. The following table shows a comparison of the interest rate base for our outstanding debt investments, at principal, and our outstanding borrowings as of December 31, 2024 and September 30, 2024:

	December 31, 2024				September 30, 2024
($ in thousands)	Debt Investments		Borrowings		Debt Investments		Borrowings
SOFR
30 day	$	365,351	$	382,000	$	269,699	$	367,000
90 day	335,428		—		306,120		—
Fixed rate	—		53,039		—		52,764
Total	$	700,779	$	435,039	$	575,819	$	419,764

Item 4. Controls and Procedures

As of the end of the period covered by this report, management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in timely identifying, recording, processing, summarizing and reporting any material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


	March 31, 2025				September 30, 2024
($ in thousands)	Debt Investments		Borrowings		Debt Investments		Borrowings
SOFR
30 day	$	462,828	$	407,000	$	269,699	$	367,000
90 day	315,622		—		306,120		—
CORRA
30 day	C$	9,330	—		—		—
TONA
90 day	¥	1,000,150	—		—		—
Fixed rate	—		53,091		—		52,764

Item 4. Controls and Procedures

As of the end of the period covered by this report, management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on the evaluation of our disclosure controls and procedures as of March 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in timely identifying, recording, processing, summarizing and reporting any material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, and, to our knowledge, no material legal proceeding is threatened against us.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2024.

Tariffs may adversely affect us or our portfolio companies.

Existing or new tariffs imposed on foreign goods imported by the United States or on U.S. goods imported by foreign countries could subject us or our portfolio companies to additional risks. Among other effects, tariffs may increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could affect their results of operations. We cannot predict whether, or to what extent, any tariff or other trade protections may affect us or our portfolio companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of our equity securities during the three months ended ~~December~~ March 31, ~~2024~~2025 that have not been previously reported on a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended ~~December~~March 31, ~~2024~~2025, none of the Company’s officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a "Rule 10b5-1 trading arrangement") or any “non-Rule 10b5-1 trading arrangement”. During the three months ended ~~December~~March 31, ~~2024~~2025, we did not adopt or terminate any Rule 10b5-1 trading arrangement.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

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3.1						Certificate of Formation (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10 (File no. 000-56548), filed on May 5, 2023).
3.2						Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form 10 (File no. 000-56548), filed on May 5, 2023).
31.1*						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2*						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*			Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



OAKTREE GARDENS OLP, LLC

By:						/s/ Armen Panossian
						Armen Panossian
						Chairman, Chief Executive Officer and Co-Chief Investment Officer

By:						/s/ Christopher McKown
						Christopher McKown
						Chief Financial Officer and Treasurer

Date: ~~February~~May 1113, 2025

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