OFLEX Repurchase Nov 19, 2026: 10.4% Payout, 0.25% Return

What OFLEX is, and what it is not

OFLEX is how the fund's own report refers to it. It is a non-exchange traded closed-end fund that “operates as an interval fund,” formed on May 14, 2024 as a Delaware statutory trust, and it invests across the credit spectrum, in private and public markets, through OHA (Oak Hill Advisors); the report says the distributor and the adviser “are affiliated and both entities are T. Rowe Price companies.” It is not the same product as the T. Rowe Price OHA Select Private Credit Fund (OCREDIT), which is a business development company with its own CIK and its own tender offers; we cover it in OCREDIT: tenders, NAV and the monthly payout. Do not use one fund's notice for the other.

The fund began a public offering in March 2026, after its registration statement became effective on March 13, 2026, and sells shares daily at NAV. Before that it was funded by seed capital. Net assets went from $106.4 million at December 31, 2024 to $201.0 million at December 31, 2025 and $250.3 million at June 30, 2026 (Form N-CSRS). OFLEX is also the largest holding of the T. Rowe Price Goldman Sachs private markets fund, at 31.2% of that fund's net assets on August 31, 2026 (see the fee-waiver page).

The general rules of this kind of fund are in What is an interval fund; OFLEX appears at number 81 by net assets in our list of interval funds.

The repurchase offer, line by line

The notice is dated October 27, 2026. The fund “will offer to repurchase” up to 5% of its issued and outstanding Class I, Class A and Class D shares “at a price equal to the net asset value (“NAV”) per share as of the close of regular business hours on the New York Stock Exchange” on the pricing date.

If shares are held through a broker or adviser, the intermediary has its own cutoff before the fund's. The notice says to give the intermediary the information it needs “on or prior to the Repurchase Request Deadline,” and that none of the fund, the adviser or the distributor is obliged to make sure the intermediary passes the request on. The fund may suspend or postpone the offer only with board approval and only in four listed cases, such as an emergency that makes valuation impractical.

On tax, the notice says the repurchase “is a taxable event” and that a tender is generally a sale or exchange, but that a partial tender can in some circumstances be treated as a dividend. Our page on reporting REIT, BDC and interval fund sales on Form 8949 and Schedule D shows where a sale goes.

Four notices, four deadlines

Each offer is for 5%, the minimum an interval fund must make. The N-CSRS says it is “likely that the Fund may offer to repurchase only the minimum amount of 5%.” Taken at 5% of the 10,741,847 shares outstanding at June 30, 2026, the offer would be about 537,000 shares, roughly $12.4 million at $23.13 (our arithmetic; the real amount depends on the share count on the fund's measurement date, which the notice does not give).

What holders have asked for so far

In the May 20, 2026 offer, holders tendered 2,755 shares against 528,059 offered. The fund bought them all at $23.38 for $64 thousand, or 0.03% of the shares outstanding (Form N-CSRS). That is the only completed offer in the report. The January 22, 2026 offer does not appear in the repurchase table, and the half-year total of 2,755 shares repurchased equals the May figure, so the report implies no purchases in January (our reading). The result of the August 21, 2026 offer will be reported in the annual report for 2026; the fund's last annual report was filed on February 26, 2026.

New money has so far outrun exits by a wide margin: the fund sold $57.8 million of shares in the first half of 2026 and reinvested $2.4 million of distributions, against $64 thousand repurchased. A fund in that position can pay small offers from cash on hand. The test comes if sales slow while requests grow, as they did in other credit funds we track in the private credit fund redemptions tracker.

The payout against the return

The shareholder letter says the fund “ending the period with an annualized distribution rate of 10.4%” and “returned 0.25% year-to-date and 7.53% on an annualized basis since inception.” It does not say which price the 10.4% is measured against. At the June 30 NAV of $23.30, a 10.4% rate would be about $2.42 a share a year, or $0.20 a month (our arithmetic).

Three things stand out. First, in the first half of 2026 the fund earned almost what it paid ($1.10 against $1.12 a share), but the value of its investments fell by $1.05 a share, which is why a 10.4% distribution rate and a 0.25% return coexist. The statement of operations shows net unrealized depreciation of $11.3 million on $13.4 million of investment income. Second, in 2025 distributions declared ($3.12) were above net investment income ($2.54); the filing does not say why, and the tax table shows no return of capital for the year. Third, the fund is paid for by new shares: PIK income, interest that is added to the loan rather than paid in cash, was $1.1 million, 8.5% of investment income (our arithmetic).

One example (our arithmetic). A holder who put $250,000 in at the December 31, 2025 NAV of $24.37 owned 10,258.5 shares. At $1.12 of distributions per share and a June 30 NAV of $23.30, that was $11,489.5 of distributions plus $239,023 of share value, or $250,513 in total, which is a gain of 0.2% before reinvestment and matches the reported 0.25%. At the October 20 NAV of $23.13 the same shares are worth $237,278, so the October price is another 0.7% below June (our arithmetic); distributions after June 30 are not in any filing we have read.

The 10.4% figure is also not the fund's net investment income ratio, which was 9.44% after expense support and 9.08% before it (annualized, Form N-CSRS). The fund pays distributions daily since March 2026 and monthly before that, and 20.5% of the first-half distributions were reinvested (our arithmetic: $2.4 million of $11.5 million).

Who is waiving fees, and for how long

The adviser charges a 1.00% annual management fee on net assets and a 15.0% incentive fee on income above a 1.5% quarterly (6.0% annualized) hurdle. It agreed not to charge the management fee until the registration statement became effective and to waive it for six months after, which the N-CSRS says is “expected to terminate on September 13, 2026.” The expense limitation agreement caps operating expenses at 1.0% of month-end NAV for each class, excluding items such as interest and the incentive fee, and lets the adviser recoup past waivers within three years.

Two consequences follow, and neither is a forecast. When the waiver ended in September 2026, the expense line for the second half should look more like the 2.15% before-support ratio than the 1.78% after it, our reading of the notes. And the N-CSRS says distributions “may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements” and that repayment “will reduce future distributions.” The $3.5 million is small against $250 million, but it comes ahead of holders.

Leverage and what is in the portfolio

At June 30, 2026 the fund had $61.65 million drawn on a $100 million credit facility with Canadian Imperial Bank of Commerce, reported asset coverage of 505.9% and total investments of $297.7 million, 118.96% of net assets (Form N-CSRS). Debt was 24.6% of net assets and 18.9% of total assets (our arithmetic). Average borrowings in the half were $30.5 million at a weighted average rate of 5.5%, and the facility's spread was cut to 1.85% over SOFR in June 2025. The facility can be drawn until October 11, 2027 and matures October 11, 2029. The fund also had $26.8 million of unfunded delayed-draw and $7.9 million of revolver commitments to borrowers.

The schedule of investments marks the non-accrual lines as ASP Unifrax: a first lien loan at cost $5.6 million and fair value $3.2 million and a bond at cost $1.4 million and fair value $0.8 million, which together match the $7.1 million and $4.0 million in the notes (our reading of footnote 10). The fund's own target mix, once fully invested, is 20% to 50% Direct Lending and up to 30% in each other strategy.

The ten holdings add up to $65.2 million, 26.1% of net assets (our arithmetic). The largest industries by net assets were High Tech at 18.0%, Services: Business at 16.7% and Healthcare, Education and Childcare at 13.2%. The letter gives smaller percentages (15%, 14% and 11%) because it measures against investments, not net assets; both are in the report. The largest position cost $9.9 million for Polaris Newco and is carried at $7.9 million, 79% of cost (our arithmetic). Portfolio holdings are of June 30, 2026; nothing later has been filed.

What a reader can do with this

• If you hold OFLEX and want out: the date is November 19, 2026, 4:00 p.m. Eastern, and a broker or adviser will want the request earlier. The price will be the November 19 NAV, so the $23.13 is a reference, not a quote. If you want to be sure you are paid in full, the May offer shows requests of 0.5% of the offer, far below the 5% limit.
• If you hold it through an IRA: ask about the 10% withholding default before you tender, and whether you need a medallion signature guarantee for a request of $100,000 or more.
• If you got bonus shares: read what you signed; the notice says you forfeit them if you tender before the third anniversary of your first investment.
• If you are weighing a new purchase: compare the 10.4% rate with the 0.25% half-year return and with the NAV that fell from $24.37 to $23.13, and ask which price the 10.4% uses. The fund is less than three years old and its first-half result came in a half the manager calls volatile.
• What to watch: the August offer result (annual report, expected in early 2027), the next notice (about 90 days after this one, based on the four dates above), the N-PORT filing for September 30, 2026, and the NAV after the management fee waiver, which was expected to end on September 13, 2026. For where other funds stand this quarter, see the Q4 2026 deadlines and the PIMCO Flexible Credit Income Fund page, a different and much older fund with a similar name.

FAQ

All figures are from T. Rowe Price OHA Flexible Credit Income Fund's SEC filings read on EDGAR on October 29, 2026: the Forms N-23C3A filed December 29, 2025 (0001133228-25-014215), April 30, 2026 (0001193125-26-196158), July 29, 2026 (0001140361-26-030056) and October 28, 2026 (0001140361-26-040935), the semiannual report on Form N-CSRS for June 30, 2026 (0002028436-26-000009) and the annual report on Form N-CSR for December 31, 2025 (0002028436-26-000005). Percentages of the offer, coverage ratios, debt shares, sums and the example are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.