Blue Owl Technology Income Corp (OTIC): Tender Fills Fell to 13%, NAV to $9.70

What OTIC is, and what it is not

OTIC is a business development company, a fund that lends to private companies and must pay out most of its income. It began investing in May 2022 and sells shares through brokers and advisers every month at NAV. At August 25, 2026 it had 280.8 million shares outstanding: 77.0 million Class S, 0.2 million Class D and 203.7 million Class I, so Class I is 72.5% of the shares (our arithmetic). The 10-K says its adviser, Blue Owl Technology Credit Advisors II LLC, is an indirect affiliate of Blue Owl Capital Inc. (NYSE: OWL). Who owns OTIC itself? Its shareholders do. The parent's stock and the fund are separate things.

The confusion that matters is with a sibling. Blue Owl Technology Finance Corp. (OTF, CIK 1747777) listed on the New York Stock Exchange on June 12, 2025 (10-Q, accession 0001747777-26-000028). OTF has a ticker and a daily price; at June 30, 2026 it reported net assets of $7.54 billion and NAV of $16.48 per share, down from $17.33 at year-end. It is covered in our list of BDC stocks. OTIC is the non-listed, retail-channel fund, which the 10-K names, with OTF, as the only two entities it knows of with large pools of capital dedicated to technology lending. If you search "Blue Owl stock falling" you will find OTF and the parent. OTIC has no stock price: what moved at OTIC is NAV, the tender fill and the payout cover, below.

The funding picture is unusual for a retail fund. Of the 396.5 million shares OTIC has sold since launch ($4.07 billion), 253.3 million Class I shares ($2.59 billion) went through a private offering to feeder vehicles "primarily created to hold the Company’s Class I shares" (8-K, accession 0001869453-26-000060). Class I buyers need $1 million to start (prospectus), and Class I made up 80.9% of the shares tendered in June (our arithmetic).

Sixteen quarterly tender offers

OTIC files the result of each offer in a final amendment to its Schedule TO. The price is NAV per share at the quarter-end. "Offer limit" is the dollar or share amount the fund set at launch, 5.00% of shares outstanding.

The break is January 2026. For three years requests used between 16% and 90% of the limit, and the fund paid all of them. The Q4 2025 offer was the first to overshoot: holders tendered 50.8 million shares, and the fund raised the cap to 65,771,325 shares and extended the expiry to January 8. Its year-end letter said: “we and our Board chose to increase the tender offer to meet all investor demands.” That cost $527.2 million, the value of 15.4% of the shares at September 30, 2025.

Then the 5% rule bit. In March 2026 requests were 40.4% of shares, adjusted for that $533 million payment; in June 38.1%. The fund's October 2 letter calls demand "stable quarter-over-quarter" but "elevated relative to the broader non-traded BDC industry due to its specialized investment mandate". In April the fund pointed to its holder base: “more concentrated shareholder base, particularly within certain wealth channels and regions”. And “The vast majority of tender requests were resubmissions of previously unfulfilled tenders.” That sentence implies a holder whose request was not filled has to put it in again.

Payment is by note. In every offer the fund pays with a promissory note that is “non-interest bearing, non-transferable and non-negotiable”, issued promptly after expiry and paid in cash once the quarter-end NAV is set. Holders who tender stop being shareholders on acceptance, and a share bought in the offer gets no dividend with a record date on or after the expiry.

The queue, in numbers

The cumulative row compounds the three fills: 1 − (1 − 0.1438) × (1 − 0.131) × (1 − 0.13) is about 35.3%, which matches the fund's own “approximately 35% of original tender requests from the first quarter of 2026” (8-K, accession 0001193125-26-411314). Put differently, a holder who asked out in March would still own about 65% of the original position after the September settlement.

NAV per share by month

Every month OTIC's 8-K gives one NAV for all three classes. The price a seller gets in a tender is the quarter-end figure.

NAV peaked at $10.47 on May 31, 2024 and sat between $10.31 and $10.45 for the next 20 months. It fell $0.11 in January 2026, $0.30 in February and $0.15 in March, reaching $9.82 at the end of the first quarter, then $9.70 at June 30 and $9.67 at July 31, the low, before $9.75 at August 31. From December 31, 2025 to June 30, 2026 that is −6.5% (our arithmetic). The 10-Q gives the cause: net unrealized losses of $206.9 million in six months (net change, including a small currency item), “primarily driven by” the decrease in value of debt and equity investments “due to credit spreads widening in the software industry”. The largest single marks were Kaseya Inc. ($36.7 million), Barracuda Parent, LLC ($28.9 million) and Central Parent Inc. (dba CDK Global Inc.) ($13.2 million). Realized gains were $8.6 million. Net assets resulting from operations were −$77.3 million for the half year.

Distributions and whether income covers them

The base distribution is unchanged: in the fund's words, “Since November 2022, OTIC has paid monthly base distributions of $0.07478 per share, which its Board has also declared through November 2026.” (Our precise figure from the 8-K is $0.074775.) A one-off $0.02 was declared in February 2025 for the March record date. Class S and D receive less after servicing fees: $0.067963 and $0.072772 on August NAV.

Because the payout is fixed in dollars and NAV fell, the rate rose: $0.074775 × 12 on a $9.75 NAV is 9.20%, the fund's 9.2% for Class I at August 31 (it was 9.3% at June 30 and July 31). The question is whether it is earned.

Quarterly distributions and the fourth-quarter figures are our subtraction of year-to-date amounts reported in the 10-Qs and 10-Ks (see the CSV). For the first half of 2026, net investment income of $121.0 million covered 95.1% of $127.3 million declared. Income fell because the portfolio shrank and yields slipped: total investment income was $122.2 million in the second quarter against $141.8 million a year earlier, and the weighted average interest rate on debt securities fell from 9.3% to 8.7% over the year. Interest expense was $88.8 million for the half against $84.1 million, management fees $19.2 million and incentive fees $17.3 million.

Credit: non-accruals, PIK, sectors and leverage

• Non-accruals. None at December 31, 2024; one company at December 31, 2025 (0.2% of fair value); two companies at June 30, 2026: $33.6 million at amortized cost (0.6%) and $15.3 million at fair value (0.3%) (10-Q). The fund's October letter says 0.3% of fair value. This is low. The write-downs are in performing loans.
• PIK. Income paid in kind rose from 8.1% of investment income in the second quarter of 2025 to 9.8% in the second quarter of 2026, and from 7.7% to 9.5% for the half (10-Q). PIK interest and PIK dividends together were 12.0% of income in 2023, 8.1% in 2024 and 8.2% in 2025 (our sums of the two percentages in each 10-K). The 10-Q says substantially all of it was structured as PIK from the start, not added after a borrower struggled.
• Software. The July letter says software is 64% of the portfolio. By the fund's GICS table at June 30, 2026, application software is 16.5% and systems software 13.5% of fair value (30.0% together, our sum), health care technology 13.3%, diversified financial services 6.9%, professional services 5.9%, IT services 5.2%, insurance 5.1%. The portfolio was 173 companies and $5.06 billion at fair value; 87.1% first-lien (52.8% of those unitranche), 98.2% of debt floating-rate, weighted average total yield 9.1%.
• Leverage. The 10-Q reports net leverage of 0.82x debt-to-equity at June 30, 2026, below the 0.90x-1.25x target; asset coverage 215% against a 150% minimum. Debt carrying value fell from $2,803 million to $2,306 million in six months (−17.7%) and investments from $6,207 million to $5,057 million (−18.5%). In July the fund cut committed debt capacity to $3.5 billion and in September cut its revolver from $1,050 million to $975 million, "to reduce borrowing costs and align with its target leverage". The year-end shareholder letter put net leverage at 1.05x at December 31, 2025, while the 10-K says 0.75x at the same date; the filings do not reconcile the two.
• How it pays the queue. In February 2026 OTIC sold part of its loans: six agreements on $400.0 million of commitments, $344.0 million of fair value, 99.6% of par, across 60 companies, with the proceeds to repay debt (8-K, accession 0001628280-26-009040). The October letter says liquidity was $1.2 billion against the $135 million third-quarter tender and that over $500 million of ordinary repayments came in year to date.

Fees, share classes and minimums

OTIC charges a base management fee of 1.25% a year of net assets and an incentive fee on income of 12.5% of pre-incentive net investment income above a hurdle of 1.25% of NAV per quarter (5% a year), with a catch-up to 1.43%; plus 12.50% of cumulative realized capital gains. Class S pays an ongoing servicing fee of 0.85% a year and Class D 0.25%; Class I pays none. Maximum upfront sales loads are 3.5% for Class S and 1.5% for Class D, none for Class I. In the first half of 2026 the fund paid $19.2 million of management fees and $17.3 million of incentive fees, plus $88.8 million of interest expense (10-Q).

Minimums are $25,000 for Class S or Class D and $1 million for Class I, unless waived by the dealer manager; the suitability standard is a net worth of at least $250,000, or income and net worth of at least $70,000 each (prospectus 486BPOS, April 21, 2026). The prospectus limits repurchases to no more than 5.0% of shares per quarter, says the fund is not required to run tenders and may suspend or end the program.

2026 in the filings

On the Cox and Saba notice: it is a Schedule TO-C, a pre-commencement communication. It says the bidders are “not affiliated with OTIC or their advisor”, and does not set a price or an amount. We found no Schedule TO-T, the form that starts a third-party tender, for OTIC on EDGAR as of October 8, 2026. The same bidders did follow through at a sibling, Blue Owl Capital Corporation II, which we cover in our OBDC II page, and the notice is explained in our Cox Capital page. For the larger sister fund see OCIC redemptions; across the industry, the redemptions tracker and the non-traded BDC list.

What a holder can do with this

• If you tendered in June: you were paid 13.1% of the shares tendered at $9.70, by promissory note. The rest remained shares and stayed in the fund until you resubmitted for September.
• If you tendered in September: the fund expects about 13%. The result and the September 30 NAV should come in late October, on the pattern of January 29, April 27 and July 24. The Q4 offer then opens in late November.
• If you hold and are not selling: the figures to watch are NAV (down 6.5% in the half), the NII-to-distribution ratio (92.0% in Q2 2026), PIK share (9.8%) and non-accruals (0.3% of fair value).
• What would change the math: requests falling toward 5%, as at other funds; a board decision to buy more than 5% again, as it did once; or a cut in the monthly payout.
• What the filings do not give: a market price. OTIC has no secondary market, and the only third-party bid we found on EDGAR was a notice, not an offer.

FAQ

All figures are from Blue Owl Technology Income Corp.'s SEC filings (CIK 1869453) read on EDGAR on October 8, 2026: sixteen Schedule TO-I/A result filings (October 2022 to July 2026) and the matching offers, the August 26, 2026 offer to purchase (accession 0001628280-26-059107), 33 monthly Form 8-Ks (January 2024 to September 2026), the Form 10-K for 2025 (0001869453-26-000017) and 2024 and 2023, the 10-Qs through June 30, 2026 (0001869453-26-000053), the shareholder letters furnished with the Form 8-Ks of April 2, July 2 and October 2, 2026, the Form 486BPOS of April 21, 2026, the Schedule TO-C of February 20, 2026, and the 10-Q of Blue Owl Technology Finance Corp. (CIK 1747777). Ratios of income to distributions, cumulative fills, changes and sums are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.