OTF Class Action: A Read of the Complaint on the OTF II Merger

What this page is, and what it is not

“OTF stock” is mostly a price search. This page has no price chart and no target: we do not publish prices we cannot source to a filing. What it has is the thing a price page leaves out, which is what the October 5 complaint actually says, who it covers, which statutes it uses and what OTF has said about it. The only market prices in it are two that the complaint itself quotes (an opening price of $17.15 on the June 12, 2025 listing day and a low of $9.57 since), and we flag them as the complaint’s.

OTF is Blue Owl’s NYSE-listed lender to software and technology companies. At June 30, 2026 it reported $14.68 billion of investments at fair value, $7.54 billion of net assets and a NAV of $16.48 a share (10-Q). It is not the non-traded Blue Owl Technology Income Corp. (OTIC), which has no ticker. It is the company that absorbed Blue Owl Technology Finance Corp. II in 2025, and that is the group the lawsuit is about.

What was filed, and when

The complaint was filed 560 days after the merger closed (our arithmetic). The filing is a cover letter from OTF’s counsel plus the summons and complaint. Under a New York summons the defendants have 20 days from service to answer (30 if service is outside New York), but the filing does not say when, or whether, they were served, so we cannot date a response.

Who is in the class, and what they got

The proposed class is, in the complaint’s words, “all former Blue Owl Technology II shareholders who acquired shares of OTF common stock in direct exchange for their shares of Blue Owl Technology II” in the March 24, 2025 merger. It excludes the defendants, their families and affiliates. The complaint says the class is “thousands” of holders and that the members can be identified from OTF’s transfer agent records.

The exchange ratio was set at closing on net asset values as of March 23, 2025: about $17.06 for OTF and $15.55 for OTF II, which gives 0.9113. An illustration for one holder (our arithmetic, not a damages estimate):

The first three rows show the swap was NAV for NAV. The last two mix a NAV with a market price and should not be added together or read as a loss: NAV is what the company reports its loans are worth; the price is what buyers paid. Whether any class member has a loss, and how it would be measured, is what the lawsuit would have to decide. OTF’s shares issued in the merger were 54.7% of the 458,185,389 outstanding on July 29, 2026 (our arithmetic; some may have been sold since, and the 10-Q does not break out who holds them).

What the complaint alleges

Everything in this section is the complaint’s allegation, not a finding, and OTF has not answered it in a filing we can read. We have left out the individual defendants’ names.

• Valuation. The merger prospectus incorporated OTF’s 2023 Form 10-K, which said its valuation policy “is consistent with ASC 820.” The complaint alleges that was untrue because OTF’s loan marks did not reflect the credit risk created by the rise in rates from 0.08% to 5.33% between March 2022 and July 2023 (525 basis points), which the complaint says hit highly leveraged, floating-rate software borrowers. It says about 95.9% of OTF’s debt was floating rate at September 30, 2024.
• AI. It alleges the marks also ignored competition from AI-based software and the effect on subscription revenue, and that the prospectus’s picture of “dominant” software borrowers with “highly recurring and predictable revenue” was misleading.
• Two examples. It points to a loan to a software company carried at exactly par ($176.5 million) at December 31, 2023 and September 30, 2024, and to a loan to a learning-platform company marked at 96.8% of par at December 31, 2023 that fell to about $75 million by June 30, 2024 before a restructuring in August 2024. The complaint treats these as evidence of the method; it does not say what the correct values were.
• Disclosure rules. It says the prospectus broke SEC Regulation S-K Items 303 (known trends) and 105 (risk factors) by not describing the rate and AI risks, and by describing the adviser’s valuation role without its fee conflict: the complaint says the adviser’s management fee is based on gross assets while the adviser is also the valuation designee.
• Losses. It says OTF shares have traded as low as $9.57, “approximately 43.9%” below the $17.06 NAV at the merger, and that the price fell as information emerged. It cites no specific later disclosure that we could match to a filing.

What the filings on our side of the table show: Level 3 investments, valued with inputs that are not observable, were $13.68 billion of OTF’s $14.68 billion at June 30, 2026, or 93.2% (10-Q, our arithmetic). The complaint says the figure was 94.4% at December 31, 2023. That is the setting for a valuation case: most of the portfolio has no market price, so the marks are judgments. It is not evidence that the judgments were wrong.

What sections 11, 12(a)(2) and 15 say

We read the statute text (15 U.S.C. 77k, 77l, 77m, 77o) and give our reading below. It is not legal advice.

Time limits. Section 13 of the Act (15 U.S.C. 77m) says no section 11 or 12(a)(2) action can be brought “unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence.” It also says no section 11 action may be brought more than “three years after the security was bona fide offered to the public” and no 12(a)(2) action more than “three years after the sale.”

On those words, our reading is that the outer limit for section 11 cannot be earlier than the January 17, 2025 effective date plus three years, and for section 12(a)(2) it is the March 24, 2025 sale plus three years: no earlier than January 2028. The one-year clock from discovery is the one that would matter sooner, and when a particular holder discovered or should have discovered something is a question of fact we cannot answer. The complaint says its claims are timely on both counts. Whether the filing of a class action affects the clock for someone who is not a named plaintiff is a legal question we have not sourced: ask a lawyer.

The three other lawsuits against OTF

If you saw news about “Blue Owl lawsuits,” these are probably what it was about. OTF’s 10-Q says three derivative actions were brought in June and July 2026 in federal court alleging “excessive advisory fees” under Section 36(b) of the Investment Company Act, and that the adviser “believes each of the claims asserted in the aforementioned complaints are without merit.”

The difference matters to a holder. In a derivative fee suit any money recovered goes to OTF, and so is shared by everyone who owns OTF shares. In the October class action the relief requested goes to the class members. The first group attacks the fees; the second attacks the merger papers. They share a theme, that the marks were too high: the June 18 complaint alleges the adviser “inflated” asset values to collect fees, and the October complaint alleges the values in the prospectus were inflated. We found the same pattern at the listed sibling, Blue Owl Capital Corporation (OBDC), whose own fee suit was furnished on a Form 40-33 on October 9, 2026; that one has no merger-based class claim.

What OTF has said

In the 10-K filed February 18, 2026, Item 3 said: “Neither we nor the Adviser are currently subject to any material legal proceedings.” The 10-Q filed August 5 added the three fee suits. Neither document can mention the October complaint. The only OTF filing since is the Form 40-33 itself, which contains no statement by the company about the merits. The lawyers’ cover letter says only that the complaint is furnished “pursuant to Section 33.”

We could not find an OTF 8-K, press release or SEC filing responding to the class action as of October 21, 2026. Law firms have published “investigation” notices addressed to former OTF II holders since the summer; these are advertisements by lawyers seeking clients and are not evidence of anything.

What a former OTF II holder can do

This is procedure, not advice, and it applies if you received OTF shares in March 2025 in exchange for OTF II shares.

• Keep your records. Brokerage or transfer-agent statements showing your OTF II holding before March 24, 2025 and the OTF shares you received, any later sale (date, shares, price), and the merger proxy or prospectus you were mailed. You may be asked for them if a notice or claim form ever arrives.
• Check the court record. The case is in the New York State Supreme Court, New York County. The copy OTF filed has no index number yet. Once the clerk assigns one, the public docket (NYSCEF) shows whether defendants have appeared, whether a motion to dismiss was filed and whether any notice to the class was approved. A class action is not certified until a judge says so.
• Watch your mail and your broker. Notices in securities class actions are sent to holders of record and to brokers. If you held in street name, the notice would come through your broker, so keep your contact details current.
• Do not assume a deadline has passed or is far away. The statute’s limits depend on dates specific to you (see above). A securities lawyer can tell you which apply; many take these cases on contingency, and the choice of whether to hire one is yours.
• Separately, your sale or hold decision is not made by the lawsuit. OTF trades on the NYSE and can be sold any day. Selling at a loss has tax consequences covered in our guide to Form 8949 and Schedule D for REIT, BDC and interval-fund sales, and whether a later class recovery could change that is a question for a tax adviser.
• Watch these dates. OTF reports third-quarter results on November 4, 2026 (after market close) and holds a call on November 5. The 10-Q that follows is where the company would first describe this complaint in a periodic report.

If you own other Blue Owl private credit funds

The class action covers only OTF II holders who took OTF shares. It is not about Blue Owl Technology Income Corp. (OTIC), Blue Owl Credit Income Corp. (OCIC) or OBDC II. It does show what a holder of any of them is exposed to when a fund is valued by its own adviser. The complaint says OTF II’s adviser was Blue Owl Technology Credit Advisors II LLC; our OTIC page shows that is also OTIC’s adviser (10-K). Nothing in this filing concerns OTIC, and we do not suggest it does. For the wider picture of how listed and non-traded BDCs are marked, see our private-credit BDC non-accrual comparison and the list of listed BDCs.

FAQ

All figures are from SEC filings of Blue Owl Technology Finance Corp. (CIK 1747777) and the statute, read on October 21, 2026: the Form 40-33 of October 16, 2026 with the summons and class-action complaint (accession 0001193125-26-424101); the Forms 40-33 of June 12, June 26 and July 31, 2026 (0001193125-26-269568, -285516, -328873); the Form 10-Q for June 30, 2026 (0001747777-26-000028); the Form 10-K for 2025 (0001747777-26-000012); the Form 8-K of October 1, 2026 (0001747777-26-000031) and of June 11, 2025 (0001193125-25-138807); and 15 U.S.C. sections 77k, 77l, 77m and 77o as published by the Legal Information Institute. Allegations are those of the complaints; shares of the class, ratios and the holder illustration are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.