8-K
Oaktree Specialty Lending Corp (OCSL)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2025
Oaktree Specialty Lending Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 814-00755 | 26-1219283 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 333 South Grand Avenue, 28th Floor<br> <br>Los Angeles, CA | 90071 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (213) 830-6300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | OCSL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On August 5, 2025, Oaktree Specialty Lending Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
On August 5, 2025, the Company will host a conference call to discuss its financial results for the fiscal quarter ended June 30, 2025. In connection therewith, the Company provided an investor presentation on its website at http://www.oaktreespecialtylending.com. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| 99.1 | Press release of Oaktree Specialty Lending Corporation dated August 5, 2025 |
|---|---|
| 99.2 | Oaktree Specialty Lending Corporation Third Quarter 2025 Earnings Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OAKTREE SPECIALTY LENDING CORPORATION | ||
|---|---|---|
| Date: August 5, 2025 | By: | /s/ Christopher McKown |
| Name: | Christopher McKown | |
| Title: | Chief Financial Officer and Treasurer |
EX-99.1
Exhibit 99.1
Oaktree Specialty Lending Corporation Announces Third Fiscal Quarter 2025 Financial Results
LOS ANGELES, CA, August 5, 2025 - Oaktree Specialty Lending Corporation (NASDAQ: OCSL) (“Oaktree Specialty Lending” or the “Company”), a specialty finance company, today announced its financial results for the fiscal quarter ended June 30, 2025.
Financial Highlights for the Quarter EndedJune 30, 2025
| • | Total investment income was $75.3 million ($0.85 per share) for the third fiscal quarter of 2025, as compared<br>with $77.6 million ($0.90 per share) for the second fiscal quarter of 2025. Adjusted total investment income was $74.3 million ($0.84 per share) for the third fiscal quarter of 2025, as compared with $77.2 million ($0.90 per share)<br>for the second fiscal quarter of 2025. The decrease was driven by (i) lower non-recurring fee income, (ii) lower interest income driven by lower original issuance discount (“OID”)<br>acceleration, a modestly smaller average portfolio and the impact of tightening spreads and (iii) lower dividend income from the Company’s investment in Senior Loan Fund JV I, LLC (“SLF JV I”). |
|---|---|
| • | GAAP net investment income was $33.5 million ($0.38 per share) for the third fiscal quarter of 2025, as<br>compared with $39.1 million ($0.45 per share) for the second fiscal quarter of 2025. The decrease for the quarter was primarily driven by lower total investment income and higher interest expense due to one time<br>non-cash expenses associated with the acceleration of deferred financing costs, Part I incentive fees (net of fees waived) and operating expenses. |
| --- | --- |
| • | Adjusted net investment income was $32.5 million ($0.37 per share) for the third fiscal quarter<br>of 2025, as compared with $38.7 million ($0.45 per share) for the second fiscal quarter of 2025. The decrease for the quarter was primarily driven by lower adjusted total investment income and higher interest expense, Part I incentive fees (net<br>of fees waived) and operating expenses. |
| --- | --- |
| • | Net asset value (“NAV”) per share was $16.76 as of June 30, 2025, up as compared with $16.75 as of<br>March 31, 2025. The increase from March 31, 2025 primarily reflected unrealized appreciation on certain debt and equity investments. |
| --- | --- |
| • | Originated $147.2 million of new investment commitments and received $249.4 million of proceeds from<br>prepayments, exits, other paydowns and sales during the quarter ended June 30, 2025. The weighted average yield on new debt investments was 9.1%. |
| --- | --- |
| • | Total debt outstanding was $1,460.0 million as of June 30, 2025. The total debt to equity ratio was 0.99x,<br>and the net debt to equity ratio was 0.93x, after adjusting for cash and cash equivalents. |
| --- | --- |
| • | The Company amended its syndicated credit facility which, among other things, reduced interest rate margins and<br>extended the reinvestment period and final maturity date to April 8, 2029 and April 8, 2030, respectively. |
| --- | --- |
| • | Liquidity as of June 30, 2025 was composed of $79.8 million of unrestricted cash and cash equivalents and<br>$650.0 million of undrawn capacity under the Company’s credit facility (subject to borrowing base and other limitations). Unfunded investment commitments were $305.3 million, or $278.2 million excluding unfunded commitments to<br>the Company’s joint ventures. Of the $278.2 million, approximately $264.4 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions.<br> |
| --- | --- |
| • | A quarterly cash distribution was declared of $0.40 per share payable in cash on September 30, 2025 to<br>stockholders of record on September 15, 2025. |
| --- | --- |
“During the quarter, we further diversified our portfolio and amended and extended our credit facility on more favorable terms,” stated Armen Panossian, Chief Executive Officer and Co-Chief Investment Officer, “While we made progress in positioning our portfolio for long-term success, certain non-cash items impacted net investment income this quarter. Looking to the back half of the year, we remain focused on leveraging the Oaktree platform to source attractive investment opportunities in companies we believe are well-positioned to perform over the long term.”
1
Distribution Declaration
The Board of Directors declared a quarterly distribution of $0.40 per share, payable in cash on September 30, 2025 to stockholders of record on September 15, 2025.
Distributions are paid primarily from distributable (taxable) income. To the extent taxable earnings for a fiscal taxable year fall below the total amount of distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to the Company’s stockholders.
2
Results of Operations
| For the three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands, except per share data) | June 30, 2025 (unaudited) | March 31,<br>2025 (unaudited) | June 30,<br>2024 (unaudited) | ||||||
| GAAP operating results: | |||||||||
| Interest income | $ | 69,390 | $ | 70,523 | $ | 85,953 | |||
| PIK interest income | 5,070 | 4,531 | 6,149 | ||||||
| Fee income | 286 | 1,742 | 1,460 | ||||||
| Dividend income | 525 | 772 | 1,404 | ||||||
| Total investment income | **** | 75,271 | **** | **** | 77,568 | **** | **** | 94,966 | **** |
| Net expenses | 41,734 | 38,235 | 50,391 | ||||||
| Net investment income before taxes | **** | 33,537 | **** | **** | 39,333 | **** | **** | 44,575 | **** |
| (Provision) benefit for taxes on net investment income | (56 | ) | (278 | ) | — | ||||
| Net investment income | **** | 33,481 | **** | **** | 39,055 | **** | **** | 44,575 | **** |
| Net realized and unrealized gains (losses), net of taxes | 4,871 | (75,304 | ) | (43,455 | ) | ||||
| Net increase (decrease) in net assets resulting from operations | $ | 38,352 | **** | $ | (36,249 | ) | $ | 1,120 | **** |
| Total investment income per common share | $ | 0.85 | **** | $ | 0.90 | **** | $ | 1.16 | **** |
| Net investment income per common share | $ | 0.38 | **** | $ | 0.45 | **** | $ | 0.54 | **** |
| Net realized and unrealized gains (losses), net of taxes per common share | $ | 0.06 | **** | $ | (0.88 | ) | $ | (0.53 | ) |
| Earnings (loss) per common share — basic and diluted | $ | 0.44 | **** | $ | (0.42 | ) | $ | 0.01 | **** |
| Non-GAAP Financial Measures^1^: | |||||||||
| Adjusted total investment income | $ | 74,297 | **** | $ | 77,195 | **** | $ | 95,573 | **** |
| Adjusted net investment income | $ | 32,507 | **** | $ | 38,682 | **** | $ | 45,182 | **** |
| Adjusted net realized and unrealized gains (losses), net of taxes | $ | 5,730 | **** | $ | (75,248 | ) | $ | (44,055 | ) |
| Adjusted earnings (loss) | $ | 38,237 | **** | $ | (36,566 | ) | $ | 1,127 | **** |
| Adjusted total investment income per share | $ | 0.84 | **** | $ | 0.90 | **** | $ | 1.17 | **** |
| Adjusted net investment income per share | $ | 0.37 | **** | $ | 0.45 | **** | $ | 0.55 | **** |
| Adjusted net realized and unrealized gains (losses), net of taxes per share | $ | 0.07 | **** | $ | (0.88 | ) | $ | (0.54 | ) |
| Adjusted earnings (loss) per share | $ | 0.43 | **** | $ | (0.43 | ) | $ | 0.01 | **** |
^1^See Non-GAAP Financial Measures below for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain/loss resulting from the merger of Oaktree Strategic Income Corporation (“OCSI”) with and into the Company in March 2021 (the “OCSI Merger”) and the merger of Oaktree Strategic Income II, Inc. (“OSI2”) with and into the Company in January 2023 (the “OSI2 Merger”) and, in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.
| As of | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ( $ in thousands, except per share data and ratios) | June 30, 2025 (unaudited) | March 31, 2025 (unaudited) | June 30, 2024 (unaudited) | ||||||
| Select balance sheet and other data: | |||||||||
| Cash and cash equivalents | $ | 79,799 | $ | 97,838 | $ | 96,321 | |||
| Investment portfolio at fair value | 2,809,377 | 2,892,771 | 3,121,703 | ||||||
| Total debt outstanding (net of unamortized financing costs) | 1,447,551 | 1,448,486 | 1,697,164 | ||||||
| Net assets | 1,476,469 | 1,475,113 | 1,496,133 | ||||||
| Net asset value per share | 16.76 | 16.75 | 18.19 | ||||||
| Total debt to equity ratio | 0.99 | x | 1.00 | x | 1.16 | x | |||
| Net debt to equity ratio | 0.93 | x | 0.93 | x | 1.10 | x |
Adjusted total investment income for the quarter ended June 30, 2025 was $74.3 million and included $68.4 million of interest income from portfolio investments, $5.1 million of payment-in-kind (“PIK”) interest income, $0.3 million of fee income and $0.5 million of dividend income. The $2.9 million quarterly decline in adjusted total investment income was primarily due to a $1.5 million decrease in non-recurring fee income, $1.2 million decrease in interest income, primarily attributable to lower OID acceleration, a modestly smaller average portfolio and the impact of tightening spreads, and a $0.2 million decrease in dividend income from the Company’s investment in SLF JV I.
Net expenses for the quarter ended June 30, 2025 totaled $41.7 million, up $3.5 million from the quarter ended March 31, 2025. The increase for the quarter was primarily driven by $2.9 million of higher interest expense, which was due to (i) the one-time acceleration of deferred financing costs in connection with both the termination of the Citibank credit facility and the amendment of the syndicated credit facility and (ii) higher interest rates on the unsecured notes due 2030 as compared to the 2025 unsecured notes that were repaid at maturity, which was partially offset by lower average borrowings outstanding during the quarter and reduced interest rate margins in connection with the amendment of the Company’s syndicated credit facility. Also contributing to higher net expenses was $0.4 million of Part I incentive fees (net of fees waived) and $0.4 million of higher operating expenses, partially offset by $0.1 million of lower management fees (net of fees waived).
3
Adjusted net investment income was $32.5 million ($0.37 per share) for the quarter ended June 30, 2025, which was down from $38.7 million ($0.45 per share) for the quarter ended March 31, 2025. The decline of $6.2 million primarily reflected $2.9 million of lower adjusted total investment income and $3.5 million of higher net expenses, offset by $0.2 million of lower income tax expense.
Adjusted net realized and unrealized losses, net of taxes, were $5.7 million for the quarter ended June 30, 2025.
Portfolio and Investment Activity
| As of | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | June 30, 2025 (unaudited) | March 31, 2025 (unaudited) | June 30, 2024 (unaudited) | ||||||
| Investments at fair value | $ | 2,809,377 | $ | 2,892,771 | $ | 3,121,703 | |||
| Number of portfolio companies | 149 | 152 | 158 | ||||||
| Average portfolio company debt size | $ | 19,400 | $ | 19,700 | $ | 19,900 | |||
| Asset class: | |||||||||
| First lien debt | 81.1 | % | 80.9 | % | 82.5 | % | |||
| Second lien debt | 2.3 | % | 3.4 | % | 3.5 | % | |||
| Unsecured debt | 4.9 | % | 5.0 | % | 3.8 | % | |||
| Equity | 5.5 | % | 4.6 | % | 4.2 | % | |||
| JV interests | 6.2 | % | 6.1 | % | 6.0 | % | |||
| Non-accrual debt investments: | |||||||||
| Non-accrual investments at fair value | $ | 83,637 | $ | 125,643 | $ | 110,599 | |||
| Non-accrual investments at cost | 181,660 | 217,401 | 172,827 | ||||||
| Non-accrual investments as a percentage of debt investments at fair<br>value | 3.2 | % | 4.6 | % | 3.7 | % | |||
| Non-accrual investments as a percentage of debt investments at<br>cost | 6.6 | % | 7.6 | % | 5.7 | % | |||
| Number of investments on non-accrual | 10 | 10 | 8 | ||||||
| Interest rate type: | |||||||||
| Percentage floating-rate | 90.9 | % | 89.8 | % | 85.3 | % | |||
| Percentage fixed-rate | 9.1 | % | 10.2 | % | 14.7 | % | |||
| Yields: | |||||||||
| Weighted average yield on debt investments^1^ | 10.1 | % | 10.2 | % | 11.9 | % | |||
| Cash component of weighted average yield on debt investments | 9.1 | % | 9.3 | % | 10.6 | % | |||
| Weighted average yield on total portfolio<br>investments^2^ | 9.6 | % | 9.8 | % | 11.5 | % | |||
| Investment activity: | |||||||||
| New investment commitments | $ | 147,200 | $ | 407,000 | $ | 338,700 | |||
| New funded investment activity^3^ | $ | 143,300 | $ | 405,800 | $ | 293,200 | |||
| Proceeds from prepayments, exits, other paydowns and sales | $ | 249,400 | $ | 279,400 | $ | 185,500 | |||
| Net new investments^4^ | $ | (106,100 | ) | $ | 126,400 | $ | 107,700 | ||
| Number of new investment commitments in new portfolio companies | 5 | 24 | 11 | ||||||
| Number of new investment commitments in existing portfolio companies | 6 | 8 | 9 | ||||||
| Number of portfolio company exits | 8 | 8 | 3 | ||||||
| ^1^ | Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the<br>Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see<br>Non-GAAP Financial Measures below) for the assets acquired in connection with the OCSI Merger and OSI2 Merger. | ||||||||
| --- | --- | ||||||||
| ^2^ | Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend<br>income, including the Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired<br>in connection with the OCSI Merger and OSI2 Merger. | ||||||||
| --- | --- | ||||||||
| ^3^ | New funded investment activity includes drawdowns on existing revolver and delayed draw term loan commitments.<br> | ||||||||
| --- | --- | ||||||||
| ^4^ | Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and<br>sales. | ||||||||
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4
As of June 30, 2025, the fair value of the investment portfolio was $2.8 billion and was composed of investments in 149 companies. These included debt investments in 128 companies, equity investments in 41 companies, and the Company’s joint venture investments in SLF JV I and OCSI Glick JV LLC (“Glick JV”). 22 of the equity investments were in companies in which the Company also had a debt investment.
As of June 30, 2025, 94.0% of the Company’s portfolio at fair value consisted of debt investments, including 81.1% of first lien loans, 2.3% of second lien loans and 10.6% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV. This compared to 80.9% of first lien loans, 3.4% of second lien loans and 10.6% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV, as of March 31, 2025.
As of June 30, 2025, there were ten investments on non-accrual status, which represented 6.6% and 3.2% of the debt portfolio at cost and fair value, respectively. As of March 31, 2025, there were ten investments on non-accrual status, which represented 7.6% and 4.6% of the debt portfolio at cost and fair value, respectively.
SLF JV I
The Company’s investments in SLF JV I totaled $127.5 million at fair value as of June 30, 2025, down 0.8% from $128.6 million as of March 31, 2025. The decrease was primarily driven by SLF JV I’s use of leverage and realized and unrealized losses in the underlying investment portfolio.
As of June 30, 2025, SLF JV I had $358.0 million in assets, including senior secured loans to 52 portfolio companies. This compared to $374.7 million in assets, including senior secured loans to 52 portfolio companies, as of March 31, 2025. SLF JV I generated cash interest income of $3.3 million for the Company during the quarter ended June 30, 2025, up from $3.2 million in the prior quarter. In addition, SLF JV I generated dividend income of $0.5 million for the Company during the quarter ended June 30, 2025, down from $0.7 million in the prior quarter. As of June 30, 2025, SLF JV I had $73.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $270 million senior revolving credit facility, and its debt to equity ratio was 1.4x.
Glick JV
The Company’s investments in Glick JV totaled $47.1 million at fair value as of June 30, 2025, down 0.6% from $47.3 million as of March 31, 2025. The decrease was primarily driven by Glick JV’s use of leverage and realized and unrealized losses in the underlying investment portfolio.
As of June 30, 2025, Glick JV had $128.5 million in assets, including senior secured loans to 42 portfolio companies. This compared to $125.1 million in assets, including senior secured loans to 41 portfolio companies, as of March 31, 2025. Glick JV generated cash interest income of $1.3 million for the Company during the quarter ended June 30, 2025, flat from the prior quarter. As of June 30, 2025, Glick JV had $31.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $100 million senior revolving credit facility, and its debt to equity ratio was 1.3x.
Liquidity and Capital Resources
As of June 30, 2025, the Company had total principal value of debt outstanding of $1,460.0 million, including $510.0 million of outstanding borrowings under its revolving credit facility, $350.0 million of the 2.700% Notes due 2027, $300.0 million of the 7.100% Notes due 2029 and $300.0 million of the 6.340% Notes due 2030. The funding mix was composed of 35% secured and 65% unsecured borrowings as of June 30, 2025. The Company was in compliance with all financial covenants under its syndicated credit facility as of June 30, 2025.
As of June 30, 2025, the Company had $79.8 million of unrestricted cash and cash equivalents and $650.0 million of undrawn capacity on its credit facility (subject to borrowing base and other limitations). As of June 30, 2025, unfunded investment commitments were $305.3 million, or $278.2 million excluding unfunded commitments to the Company’s joint ventures. Of the $278.2 million, approximately $264.4 million could be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. The Company has analyzed cash and cash equivalents, availability under its credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believes its liquidity and capital resources are sufficient to invest in market opportunities as they arise.
As of June 30, 2025, the weighted average interest rate on debt outstanding, including the effect of the interest rate swap agreements was 6.6%, down from 6.7% as of March 31, 2025, primarily driven by reduced interest rate margins in connection with the amendment of the Company’s syndicated credit facility and the termination of the Citibank credit facility.
The Company’s total debt to equity ratio was 0.99x and 1.00x as of each of June 30, 2025 and March 31, 2025, respectively. The Company’s net debt to equity ratio was 0.93x and 0.93x as of each of June 30, 2025 and March 31, 2025, respectively.
5
Non-GAAP Financial Measures
On a supplemental basis, the Company is disclosing certain adjusted financial measures, each of which is calculated and presented on a basis of methodology other than in accordance with GAAP (“non-GAAP”). The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain/loss resulting from the OCSI Merger and the OSI2 Merger and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of the below non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.
| • | “Adjusted Total Investment Income” and “Adjusted Total Investment Income Per Share” –****represents total investment income excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger.<br> |
|---|---|
| • | “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” –<br>represents net investment income, excluding (i) any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2<br>Merger and (ii) capital gains incentive fees (“Part II incentive fees”). |
| --- | --- |
| • | “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes” and “Adjusted Net Realized andUnrealized Gains (Losses), Net of Taxes Per Share” – represents net realized and unrealized gains (losses) net of taxes excluding any net realized and unrealized gains (losses) resulting solely from the cost basis established by ASC<br>805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger. |
| --- | --- |
| • | “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” – represents the sum of<br>(i) Adjusted Net Investment Income and (ii) Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes and includes the impact of Part II incentive fees^1^, if any.<br> |
| --- | --- |
The OCSI Merger and the OSI2 Merger (the “Mergers”) were accounted for as asset acquisitions in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). The consideration paid to each of the stockholders of OCSI and OSI2 were allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than “non-qualifying” assets, which established a new cost basis for the acquired investments under ASC 805 that, in aggregate, was different than the historical cost basis of the acquired investments prior to the OCSI Merger or the OSI2 Merger, as applicable. Additionally, immediately following the completion of the Mergers, the acquired investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation/depreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete/amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation/depreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete/amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain/loss with a corresponding reversal of the unrealized appreciation/depreciation on disposition of such equity investments acquired.
The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes “Adjusted Total Investment Income”, “Adjusted Total Investment Income Per Share”, “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the income resulting from the new cost basis of the investments acquired in the Mergers because these amounts do not impact the fees payable to Oaktree Fund Advisors, LLC (the “Adviser”) under its investment advisory agreement (as amended and restated from time to time, the “A&R Advisory Agreement”), and specifically as its relates to “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”, without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash
^1^ Adjusted earnings (loss) includes accrued Part II incentive fees. As of and for the three months ended June 30, 2025, there was no accrued Part II incentive fee liability. Part II incentive fees are contractually calculated and paid at the end of the fiscal year in accordance with the A&R Advisory Agreement, which differs from Part II incentive fees accrued under GAAP. For the three months ended June 30, 2025, no amounts were payable under the A&R Advisory Agreement.
6
income and gain/loss resulting from the Mergers and are used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics more closely align the Company’s key financial measures with the calculation of incentive fees payable to the Adviser under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired investments established by ASC 805 that would have been to the benefit of the Adviser absent such exclusion).
The following table provides a reconciliation of total investment income (the most comparable U.S. GAAP measure) to adjusted total investment income for the periods presented:
| For the three months ended | |||||||||
| June 30, 2025(unaudited) | March 31, 2025(unaudited) | June 30, 2024(unaudited) | |||||||
| ($ in thousands, except per share data) | Amount | Per Share | Amount | Per Share | Amount | Per Share | |||
| GAAP total investment income | |||||||||
| Interest income amortization (accretion) related to merger accounting adjustments | ) | ) | ) | ||||||
| Adjusted total investment income |
All values are in US Dollars.
The following table provides a reconciliation of net investment income (the most comparable U.S. GAAP measure) to adjusted net investment income for the periods presented:
| For the three months ended | |||||||||
| June 30, 2025(unaudited) | March 31, 2025(unaudited) | June 30, 2024(unaudited) | |||||||
| ($ in thousands, except per share data) | Amount | Per Share | Amount | Per Share | Amount | Per Share | |||
| GAAP net investment income | |||||||||
| Interest income amortization (accretion) related to merger accounting adjustments | ) | ) | ) | ||||||
| Part II incentive fee | |||||||||
| Adjusted net investment income |
All values are in US Dollars.
The following table provides a reconciliation of net realized and unrealized gains (losses), net of taxes (the most comparable U.S. GAAP measure) to adjusted net realized and unrealized gains (losses), net of taxes for the periods presented:
| For the three months ended | ||||||||||
| June 30, 2025(unaudited) | March 31, 2025(unaudited) | June 30, 2024(unaudited) | ||||||||
| ($ in thousands, except per share data) | Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||
| GAAP net realized and unrealized gains (losses), net of taxes | ) | ) | ) | ) | ||||||
| Net realized and unrealized gains (losses) related to merger accounting adjustments | ) | ) | ||||||||
| Adjusted net realized and unrealized gains (losses), net of taxes | ) | ) | ) | ) |
All values are in US Dollars.
The following table provides a reconciliation of net increase (decrease) in net assets resulting from operations (the most comparable U.S. GAAP measure) to adjusted earnings (loss) for the periods presented:
| For the three months ended | ||||||||||||
| June 30, 2025(unaudited) | March 31, 2025(unaudited) | June 30, 2024(unaudited) | ||||||||||
| ($ in thousands, except per share data) | Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||
| Net increase (decrease) in net assets resulting from operations | ) | ) | ||||||||||
| Interest income amortization (accretion) related to merger accounting adjustments | ) | ) | ) | |||||||||
| Net realized and unrealized gains (losses) related to merger accounting adjustments | ) | ) | ||||||||||
| Adjusted earnings (loss) | ) | ) |
All values are in US Dollars.
7
Conference Call Information
Oaktree Specialty Lending will host a conference call to discuss its third fiscal quarter 2025 results at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time on August 5, 2025. The conference call may be accessed by dialing (877) 507-3275 (U.S. callers) or +1 (412) 317-5238 (non-U.S. callers). All callers will need to reference “Oaktree Specialty Lending” once connected with the operator. Alternatively, a live webcast of the conference call can be accessed through the Investors section of Oaktree Specialty Lending’s website, www.oaktreespecialtylending.com. During the conference call, the Company intends to refer to an investor presentation that will be available on the Investors section of its website.
For those individuals unable to listen to the live broadcast of the conference call, a replay will be available on Oaktree Specialty Lending’s website, or by dialing (877) 344-7529 (U.S. callers) or +1 (412) 317-0088 (non-U.S. callers), access code 5201181, beginning approximately one hour after the broadcast.
About Oaktree Specialty LendingCorporation
Oaktree Specialty Lending Corporation (NASDAQ:OCSL) is a specialty finance company dedicated to providing customized one-stop credit solutions to companies with limited access to public or syndicated capital markets. The Company’s investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions including first and second lien loans, unsecured and mezzanine loans, and preferred equity. The Company is regulated as a business development company under the Investment Company Act of 1940, as amended, and is externally managed by Oaktree Fund Advisors, LLC, an affiliate of Oaktree Capital Management, L.P. For additional information, please visit Oaktree Specialty Lending’s website at www.oaktreespecialtylending.com.
Forward-LookingStatements
Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of the Company and distribution projections; business prospects of the Company and the prospects of its portfolio companies; and the impact of the investments that the Company expects to make. 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 press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) changes or potential disruptions in the Company’s 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; (ii) risks associated with possible disruption in the operations of the Company or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents; (iii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (iv) conditions in the Company’s operating areas, particularly with respect to business development companies or regulated investment companies; and (v) other considerations that may be disclosed from time to time in the Company’s publicly disseminated documents and filings. The Company has based the forward-looking statements included in this press release on information available to it on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company undertakes 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 it may make directly to you or through reports that the Company in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Contacts
Investor Relations:
Oaktree Specialty Lending Corporation
Clark Koury
(213) 830-6222
ocsl-ir@oaktreecapital.com
Media Relations:
Financial Profiles, Inc.
Moira Conlon
(310) 478-2700
mediainquiries@oaktreecapital.com
8
Oaktree Specialty Lending Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except per share amounts)
| March 31, 2025(unaudited) | September 30,2024 | ||||
| ASSETS | |||||
| Investments at fair value: | |||||
| Control investments (cost June 30, 2025: 377,134; cost March 31, 2025: 375,317; cost September 30, 2024: 372,901) | |||||
| Affiliate investments (cost June 30, 2025: 59,044; cost March 31, 2025: 35,295; cost September 30, 2024: 38,175) | |||||
| Non-control/Non-affiliate investments (cost June 30, 2025: 2,576,411; cost March 31, 2025: 2,703,644; cost<br>September 30, 2024: 2,733,843) | |||||
| Total investments at fair value (cost June 30, 2025: 3,012,589; cost March 31, 2025: 3,114,256; September 30, 2024: 3,144,919) | **** | **** | **** | ||
| Cash and cash equivalents | |||||
| Restricted cash | |||||
| Interest, dividends and fees receivable | |||||
| Due from portfolio companies | |||||
| Receivables from unsettled transactions | |||||
| Due from broker | |||||
| Deferred financing costs | |||||
| Deferred offering costs | |||||
| Derivative assets at fair value | |||||
| Other assets | |||||
| Total assets | **** | **** | **** | ||
| LIABILITIES AND NET ASSETS | |||||
| Liabilities: | |||||
| Accounts payable, accrued expenses and other liabilities | |||||
| Base management fee and incentive fee payable | |||||
| Due to affiliate | |||||
| Interest payable | |||||
| Payables from unsettled transactions | |||||
| Derivative liabilities at fair value | |||||
| Deferred tax liability | |||||
| Credit facilities payable | |||||
| Unsecured notes payable (net of 7,097, 7,573 and 4,935 of unamortized financing costs as of June 30, 2025,<br>March 31, 2025 and September 30, 2024, respectively) | |||||
| Total liabilities | **** | **** | **** | ||
| Commitments and contingencies | |||||
| Net assets: | |||||
| Common stock, 0.01 par value per share, 250,000 shares authorized; 88,086, 88,086 and 82,245 shares issued and outstanding<br>as of June 30, 2025, March 31, 2025 and September 30, 2024, respectively | |||||
| Additional paid-in-capital | |||||
| Accumulated overdistributed earnings | ) | ) | ) | ||
| Total net assets (equivalent to 16.76, 16.75 and 18.09 per common share as of June 30, 2025, March 31, 2025 and September 30, 2024, respectively) | **** | **** | **** | ||
| Total liabilities and net assets | **** | **** | **** |
All values are in US Dollars.
9
Oaktree Specialty Lending Corporation
Consolidated Statements of Operations
(inthousands, except per share amounts)
| Three months endedJune 30,<br>2025(unaudited) | Three months endedMarch 31,<br>2025(unaudited) | Three months endedJune 30,<br>2024(unaudited) | Nine months endedJune 30,<br>2025(unaudited) | Nine months endedJune 30,<br>2024(unaudited) | ||||||
| Interest income: | ||||||||||
| Control investments | ||||||||||
| Affiliate investments | ||||||||||
| Non-control/Non-affiliate investments | ||||||||||
| Interest on cash and cash equivalents | ||||||||||
| Total interest income | **** | **** | **** | **** | **** | |||||
| PIK interest income: | ||||||||||
| Control investments | ||||||||||
| Affiliate investments | ||||||||||
| Non-control/Non-affiliate investments | ||||||||||
| Total PIK interest income | **** | **** | **** | **** | **** | |||||
| Fee income: | ||||||||||
| Control investments | ||||||||||
| Affiliate investments | ||||||||||
| Non-control/Non-affiliate investments | ||||||||||
| Total fee income | **** | **** | **** | **** | **** | |||||
| Dividend income: | ||||||||||
| Control investments | ||||||||||
| Non-control/Non-affiliate investments | ||||||||||
| Total dividend income | **** | **** | **** | **** | **** | |||||
| Total investment income | **** | **** | **** | **** | **** | |||||
| Expenses: | ||||||||||
| Base management fee | ||||||||||
| Part I incentive fee | ||||||||||
| Professional fees | ||||||||||
| Directors fees | ||||||||||
| Interest expense | ||||||||||
| Administrator expense | ||||||||||
| General and administrative expenses | ||||||||||
| Total expenses | **** | **** | **** | **** | **** | |||||
| Management fees waived | ) | ) | ) | ) | ||||||
| Part I incentive fees waived | ) | ) | ) | ) | ) | |||||
| Net expenses | **** | **** | **** | **** | **** | |||||
| Net investment income before taxes | **** | **** | **** | **** | **** | |||||
| (Provision) benefit for taxes on net investment income | ) | ) | ) | |||||||
| Net investment income | **** | **** | **** | **** | **** | |||||
| Unrealized appreciation (depreciation): | ||||||||||
| Control investments | ) | ) | ) | ) | ) | |||||
| Affiliate investments | ) | ) | ) | ) | ) | |||||
| Non-control/Non-affiliate investments | ) | ) | ||||||||
| Foreign currency forward contracts | ) | ) | ) | |||||||
| Net unrealized appreciation (depreciation) | **** | ) | **** | ) | ) | |||||
| Realized gains (losses): | ||||||||||
| Control investments | ||||||||||
| Affiliate investments | ||||||||||
| Non-control/Non-affiliate investments | ) | ) | ) | ) | ||||||
| Foreign currency forward contracts | ) | ) | ) | |||||||
| Net realized gains (losses) | ) | **** | ) | ) | ) | |||||
| (Provision) benefit for taxes on realized and unrealized gains (losses) | ) | **** | ) | ) | ) | |||||
| Net realized and unrealized gains (losses), net of taxes | **** | ) | ) | ) | ) | |||||
| Net increase (decrease) in net assets resulting from operations | **** | ) | **** | **** | **** | |||||
| Net investment income per common share — basic and diluted | **** | **** | **** | **** | **** | |||||
| Earnings (loss) per common share — basic and diluted | **** | ) | **** | **** | **** | |||||
| Weighted average common shares outstanding — basic and diluted |
All values are in US Dollars.
10
EX-99.2
Exhibit 99.2
NASDAQ: Earnings Presentation OCSL Third Quarter 2025
Forward Looking Statements & Legal Disclosures Some of the statements in this presentation constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this presentation may include statements as to: our future operating results and distribution projections; the ability of Oaktree Fund Advisors, LLC (together with its affiliates, “Oaktree”) to implement Oaktree’s future plans with respect to our business; 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; the cost or potential outcome of any litigation to which we may be a party; and the impact of current global economic conditions, including those caused by inflation, an elevated (but decreasing) interest rate environment and geopolitical risks 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 presentation 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 “Risk Factors” and elsewhere in our annual report on Form 10-K for the fiscal year ended September 30, 2024 and our quarterly report on Form 10-Q for the quarter ended December 31, 2024. Other factors that could cause actual results to differ materially include: changes or potential disruptions in our operations, the economy, financial markets and 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 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); conditions in our operating areas, particularly with respect to business development companies or regulated investment companies; and other considerations disclosed from time to time in our publicly disseminated documents and filings. We have based the forward-looking statements included in this presentation on information available to us on the date of this presentation, 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 SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Calculation of Assets Under Management References to total “assets under management” or “AUM” represent assets managed by Oaktree and a proportionate amount of the AUM reported by DoubleLine Capital LP (“DoubleLine Capital”), in which Oaktree owns a 20% minority interest. Oaktree’s methodology for calculating AUM includes (i) the net asset value (“NAV”) of assets managed directly by Oaktree, (ii) the leverage on which management fees are charged, (iii) undrawn capital that Oaktree is entitled to call from investors in Oaktree funds pursuant to their capital commitments, (iv) for collateralized loan obligation vehicles (“CLOs”), the aggregate par value of collateral assets and principal cash, (v) for publicly-traded business development companies, gross assets (including assets acquired with leverage), net of cash, and (vi) Oaktree’s pro rata portion (20%) of the AUM reported by DoubleLine Capital. This calculation of AUM is not based on the definitions of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts managed and is not calculated pursuant to regulatory definitions. Unless otherwise indicated, data provided herein are dated as of June 30, 2025. Third Quarter 2025 Investor Presentation NASDAQ: OCSL
Financial Highlights for the Quarter Ended June 30, 2025 • $0.38 per share for GAAP net investment income and $0.37 per share for adjusted net investment income, as compared with $0.45 per share for the quarter ended March 31, 2025 • June quarter results were impacted by: • $3.9 million of non-cash interest expense as a result of writing off certain deferred financing costs in connection with Adjusted Net 1 terminating the Citibank facility and the amendment of our syndicated credit facility resulting in a 3.6 cents per share impact Investment Income to adjusted NII2 • Our June quarter non-recurring income was approximately $2.1 million, or approximately 1.9 cents of adjusted NII per share2, less than our median non-recurring income over the past two years • In the third fiscal quarter, the Part I incentive fee cap resulted in a waiver of $5.4 million Net Asset Value Per • $16.76 per share, up slightly as compared with $16.75 per share as of March 31, 2025 Share • The increase was primarily driven by unrealized appreciation on certain debt and equity investments • Declared a quarterly cash distribution of $0.40 per share Dividends • Distribution will be payable on September 30, 2025 to stockholders of record as of September 15, 2025 • $147 million of new investment commitments Investment • 9.1% weighted average yield on new debt investments Activity • $143 million of new investment fundings • Received $249 million of proceeds from prepayments, exits, other paydowns and sales • $2.8 billion at fair value across 149 portfolio companies Portfolio • 10.1% weighted average yield on debt investments, down from 10.2% in the prior quarter Characteristics • 83% senior secured, including 81% first lien loans • 91% of debt portfolio was floating rate • 0.93x net debt to equity ratio Capital Structure • $80 million of cash and $650 million of undrawn capacity on our credit facility & Liquidity • Amended our existing revolving credit facility, extending maturity ~2 years and reducing pricing by 12.5bps • Terminated the Citibank facility in May 2025, which is expected to result in interest expense savings. 1. See appendix for a description of this non-GAAP measure. 2 2. The calculation of the per share impact to adjusted NII reflects the hypothetical impact to the Part I incentive fee.
Portfolio Summary Portfolio Characteristics Portfolio Composition (At fair value) (As % of total portfolio at fair value; $ in millions) 5% 6% 5% First Lien – $2,279 2% $2.8bn 149 Second Lien – $65 Total Investments Portfolio Companies Unsecured Debt – $138 Equity – $153 81% Joint Ventures – $175 10.1% $161mm Top 10 Industries2,3 % FV Weighted Average Yield on Median Debt Portfolio Software & Services 22.3% Debt Investments Company EBITDA1 Health Care Equipment & Services 11.3% Capital Goods 9.1% Pharmaceuticals, Biotechnology & Life Sciences 8.1% Media & Entertainment 6.8% 83% 91% Commercial & Professional Services 5.6% Senior Secured Floating Rate Diversified Financials 5.4% Consumer Services 4.7% Debt Investments Retailing 3.1% Real Estate 3.0% Total Top 10 79.4% As of June 30, 2025 Note: Numbers may not sum due to rounding. 1. Excludes investments in negative EBITDA borrowers, life sciences lending, royalty interest financings, structured products, non-accruals, recurring revenue businesses and other non-EBITDA borrowers. 2. Based on GICS industry group classification. 3. Excludes multi-sector holdings, which is primarily composed of investments in Senior Loan Fund JV I LLC (the “Kemper JV”) and OCSI Glick JV LLC (the “Glick JV”), joint ventures that invest primarily in senior 3 secured loans of middle market companies.
Portfolio Highlights As of ($ in thousands, at fair value) 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 Investments at Fair Value $2,809,377 $2,892,771 $2,835,294 $3,021,279 $3,121,703 Number of Portfolio Companies 149 152 136 144 158 Average Portfolio Company Debt Investment Size $19,400 $19,700 $22,000 $22,000 $19,900 Asset Class: First Lien 81.1% 80.9% 81.8% 81.7% 82.5% Second Lien 2.3% 3.4% 3.0% 3.5% 3.5% Unsecured Debt 4.9% 5.0% 3.9% 3.6% 3.8% Equity 5.5% 4.6% 4.8% 5.0% 4.2% Joint Venture Interests 6.2% 6.1% 6.5% 6.1% 6.0% Interest Rate Type for Debt Investments: % Floating-Rate 90.9% 89.8% 87.6% 88.4% 85.3% % Fixed-Rate 9.1% 10.2% 12.4% 11.6% 14.7% Yields: Weighted Average Yield on Debt Investments1 10.1% 10.2% 10.7% 11.2% 11.9% Cash Component of Weighted Average Yield on Debt Investments 9.1% 9.3% 9.5% 10.0% 10.6% Weighted Average Yield on Total Portfolio Investments2 9.6% 9.8% 10.2% 10.7% 11.5% Note: Numbers may not sum due to rounding. 1. Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Company’s share of the return on debt investments in the Kemper JV and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the mergers of Oaktree Strategic Income Corporation (the “OCSI Merger”) and Oaktree Strategic Income II, Inc. (the “OSI2 Merger”). See appendix for a description of the non-GAAP financial measures. 2. Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Company’s share of the return on debt investments in the Kemper JV and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the OCSI Merger and the OSI2 4 Merger. See appendix for a description of the non-GAAP financial measures.
Investment Activity New Investment Highlights Historical Funded Originations and Exits ($ in millions) ($ in millions) $500 $352 $406 $400 $338 Total Commitments $279 $147 $300 $233 $249 5 $200 $201 $143 new borrowers $100 Existing Borrowers $56 $0 9/30/24 12/31/24 3/31/25 6/30/2025 New Funded Investments1 Investment Exits2 9.1% Seniority Breakdown weighted average yield on new debt commitments (As % of new investment commitments; $ in millions) New Borrowers $91 100% First Lien—$147mm also held by other Oaktree funds Second Lien—$0mm Subordinated Debt—$0mm 100% As of June 30, 2025 Note: Numbers rounded to the nearest million or percentage point and may not sum as a result. 1. New funded investments includes drawdowns on existing delayed draw and revolver commitments. 5 2. Investment exits includes proceeds from prepayments, exits, other paydowns and sales.
Investment Activity (continued) As of ($ in thousands) 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 New Investment Commitments $147,200 $407,000 $198,100 $259,000 $338,700 New Funded Investment Activity1 $143,300 $405,800 $201,300 $232,700 $293,200 Proceeds from Prepayments, Exits, Other Paydowns and Sales $249,400 $279,400 $352,400 $338,300 $185,500 Net New Investments2 -$106,100 $126,400 -$151,100 -$105,600 $107,700 New Investment Commitments in New Portfolio Companies 5 24 5 9 11 New Investment Commitments in Existing Portfolio Companies 6 8 8 10 9 Portfolio Company Exits 8 8 13 23 3 Weighted Average Yield at Cost on New Debt Investment 9.1% 9.5% 9.6% 9.9% 11.1% Commitments 1. New funded investment activity includes drawdowns on existing revolver commitments. 6 2. Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales.
Investment Activity (continued) New Investment Commitment Detail ($ in millions) Security Type Market Investment Unsecured Private Primary Secondary Avg. Secondary Fiscal Quarter Number of Deals First LienSecond Lien Commitments & Other Placement (Public) (Public) Purchase Price 2Q2021 $318 20 $253 $44 $21 $245 $63 $10 93% 3Q2021 $178 10 $141 $25 $12 $104 $70 $5 97% 4Q2021 $385 20 $350 $13 $23 $304 $79 $2 100% 1Q2022 $300 21 $220 $77 $2 $227 $73 — N/A 2Q2022 $228 25 $163 $17 $48 $162 $26 $40 96% 3Q2022 $132 28 $100 $6 $25 $63 $5 $63 91% 4Q2022 $97 11 $65 — $32 $71 $22 $4 92% 1Q2023 $250 25 $214 $10 $26 $188 $49 $14 82% 2Q2023 $124 9 $124 -—- $118 $5 $1 81% 3Q2023 $251 10 $227 $24 $0.2 $224 $20 $7 85% 4Q2023 $87 6 $87 -—- $76 $12 — N/A 1Q2024 $370 24 $354 — $16 $302 — $68 90% 2Q2024 $396 35 $364 — $32 $205 $99 $92 98% 3Q2024 $339 20 $302 $3 $34 $256 $58 $24 97% 4Q2024 $259 19 $252 $5 $2 $227 $32 — N/A 1Q2025 $198 13 $198 -—- $198 -—- N/A 2Q2025 $407 32 $357 $11 $39 $230 $60 $117 98% 3Q2025 $147 11 $147 -—- $147 -—- N/A Note: Numbers may not sum due to rounding. Excludes any positions originated, purchased and sold within the same quarter and the assets acquired in the OSI2 Merger. 7
Financial Highlights As of ($ and number of shares in thousands, except per share amounts) 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 GAAP Net Investment Income per Share $0.38 $0.45 $0.54 $0.55 $0.54 Adjusted Net Investment Income per Share1 $0.37 $0.45 $0.54 $0.55 $0.55 Net Realized and Unrealized Gains (Losses), Net of Taxes per Share $0.06 -$0.88 -$0.45 -$0.10 -$0.53 Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes per Share1 $0.07 -$0.88 -$0.45 -$0.10 -$0.54 Earnings (Loss) per Share $0.44 -$0.42 $0.09 $0.45 $0.01 Adjusted Earnings (Loss) per Share1 $0.43 -$0.43 $0.09 $0.45 $0.01 Quarterly Distributions per Share $0.40 $0.40 $0.40 $0.55 $0.55 Quarterly Supplemental Distributions per Share — $0.02 $0.07 -—-Total Quarterly Distributions per Share $0.40 $0.42 $0.47 $0.55 $0.55 NAV per Share $16.76 $16.75 $17.63 $18.09 $18.19 Weighted Average Shares Outstanding 88,086 85,916 82,245 82,245 81,830 Shares Outstanding, End of Period 88,086 88,086 82,245 82,245 82,245 Investment Portfolio (at Fair Value) $2,809,377 $2,892,771 $2,835,294 $3,021,279 $3,121,703 Cash and Cash Equivalents $79,799 $97,838 $112,913 $63,966 $96,321 Total Assets $2,964,212 $3,079,167 $3,083,792 $3,198,341 $3,322,181 Total Debt Outstanding2 $1,447,551 $1,448,486 $1,577,795 $1,638,693 $1,679,164 Net Assets $1,476,469 $1,475,113 $1,449,815 $1,487,811 $1,496,133 Total Debt to Equity Ratio 0.99x 1.00x 1.11x 1.12x 1.16x Net Debt to Equity Ratio 0.93x 0.93x 1.03x 1.07x 1.10x Weighted Average Interest Rate on Debt Outstanding3 6.6% 6.7% 6.2% 6.7% 7.0% 1. See appendix for a description of the non-GAAP measures as necessary. 2. Net of unamortized financing costs. 8 3. Includes effect of the interest rate swap agreements the Company entered into in connection with the issuance of our unsecured notes.
Net Asset Value Per Share Bridge $21.00 $20.00 Adjusted NII Adjusted Net Realized and Unrealized $0.37 Gains (Losses), Net of Taxes $19.00 $0.07 $18.00 $0.17 -$0.01 -$0.12 $0.01 $17.00 $0.38 -$0.42 $16.00 $16.75 $16.76 $15.00 $14.00 3/31/25 NAV GAAP Net Interest Income Net Unrealized Net Realized Net Realized & Quarterly 6/30/25 NAV Investment Accretion Appreciation / Gain / (Loss)1 Unrealized Loss Distribution Income Related to (Depreciation)1 Related to Merger Merger Accounting Accounting Adjustments Adjustments Note: Numbers may not sum due to rounding. Net asset value per share amounts are based on the shares outstanding at each respective quarter end. Net investment income per share, net unrealized appreciation / (depreciation), and net realized gain / (loss) are based on the weighted average number of shares outstanding for the period. Numbers may not sum due to rounding. See appendix for a description of the non-GAAP measures. 9 1. Excludes reclassifications of net unrealized appreciation / (depreciation) to net realized gains / (losses) as a result of investments exited during the quarter.
Capital Structure Overview Funding Sources 0.90x to 1.25x Facility 6/30/25 Target Leverage Ratio Size Outstanding Interest Rate Maturity Secured Debt Corporate Revolver $1,160 $510 SOFR + 1.875% Apr-30 Secured Debt Subtotal $1,160 $510 Investment Unsecured Debt Grade Rated 2027 Notes $350 $350 2.70% (SOFR + 1.66%)1 Jan-27 2029 Notes $300 $300 7.10% (SOFR + 3.13%)1 Feb-29 By Moody’s And Fitch 1 2030 Notes $300 $300 6.34% (SOFR + 2.19%) Feb-30 Unsecured Debt Subtotal $950 $950 Total Debt $2,110 $1,460 65% Unsecured Borrowings Maturities ($ in millions) $1,500 Unsecured Debt $730mm Credit Facilities Drawn $650 $1,000 Available Liquidity2 Credit Facilities Undrawn $500 $510 $0 $350 $300 $300 2026 2027 2028 2029 2030 Diverse and flexible sources of debt capital with ample liquidity As of June 30, 2025 Note: Numbers may not sum due to rounding. 1. The Company entered into an interest rate swap agreement under which the Company receives a fixed interest rate and pays a floating rate based on three-month SOFR plus a spread. 2. Liquidity was composed of $80 million of unrestricted cash and cash equivalents and $650 million of undrawn capacity under the credit facilities (subject to borrowing base and other limitations). 10
Funding and Liquidity Metrics Leverage Utilization Liquidity Overview ($ in millions) ($ in millions) 9/30/24 12/31/24 3/31/25 6/30/25 $3,000 Credit Facilities Committed $1,618 $1,618 $1,560 $1,160 $2,568 $2,568 $2,510 Credit Facilities Drawn -$710 -$660 -$520 -$510 $2,500 $2,110 Cash and Equivalents $64 $113 $98 $80 $908 $958 $2,000 $1,040 Total Liquidity $971 $1,071 $1,138 $730 $650 1 $1,500 Unfunded Commitments -$284 -$275 -$273 -$278 Unavailable Unfunded 2 $37 $32 $21 $14 Commitments $1,000 Adjusted Liquidity $724 $827 $886 $466 $1,660 $1,610 $1,470 $1,460 $500 $0 9/30/24 12/31/2024 3/31/2025 6/30/2025 Ample liquidity to support funding needs3 Total Debt Outstanding Undrawn Capacity ($ in millions) 9/30/24 12/31/24 3/31/25 6/30/25 Cash and Equivalents $64 $113 $98 $80 Net Assets $1,488 $1,450 $1,475 $1,476 Total Leverage 1.12x 1.11x 1.00x 0.99x Net Leverage 1.07x 1.03x 0.93x 0.93x Note: Numbers may not sum due to rounding, 1. Excludes unfunded commitments to the Kemper JV and Glick JV. 2. Includes unfunded commitments ineligible to be drawn due to certain limitations in credit agreements. 3. As of June 30, 2025, we have analyzed cash and cash equivalents, availability under our credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and 11 believe our liquidity and capital resources are sufficient to invest in market opportunities as they arise.
Strategic Joint Ventures are Accretive to Earnings OCSL’s JVs are income-enhancing vehicles that primarily invest in senior secured loans of middle market companies and other corporate debt securities Key Attributes: • Equity ownership: 87.5% OCSL and 12.5% joint venture partner • Shared voting control: 50% OCSL and 50% joint venture partner Kemper JV Characteristics Glick JV Characteristics (At fair value) (At fair value) $128mm 4.5% $47mm 1.7% OCSL’s Investments % of OCSL’s OCSL’s Investments % of OCSL’s in the Kemper JV Portfolio in the Glick JV Portfolio $3.4mm 10.5% $1.3mm 10.5% Net Investment Return on OCSL’s Net Investment Return on OCSL’s Income1 Investment (Annualized) 2 Income3 Investment (Annualized) 2 Combined Portfolio Summary Portfolio Company Wtd. Avg. Debt Portfolio Investment Portfolio First Lien Leverage Ratio Count Yield $442mm 97% 54 8.9% 1.3x As of June 30, 2025 1. Represents OCSL’s 87.5% share of the Kemper JV’s net investment income (excluding subordinated note interest expense) earned during the quarter ended June 30, 2025. 2. Calculated as OCSL’s share of each respective joint venture’s net investment income annualized, divided by the fair value of OCSL’s investments in each joint venture as of March 31, 2025. 12 3. Represents OCSL’s 87.5% share of the Glick JV’s net investment income (excluding subordinated note interest expense) earned during the quarter ended June 30, 2025.
Appendix
Quarterly Statement of Operations For the three months ended ($ in thousands) 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 Investment income Interest income $69,390 $70,523 $78,422 $83,626 $85,953 PIK interest income $5,070 $4,531 $5,728 $6,018 $6,149 Fee income $286 $1,742 $1,679 $3,897 $1,460 Dividend income $525 $772 $818 $1,144 $1,404 GAAP total investment income $75,271 $77,568 $86,647 $94,685 $94,966 Interest income amortization related to merger accounting -$974 -$373 $423 $315 $607 adjustments Adjusted total investment income $74,297 $77,195 $87,070 $95,000 $95,573 Expenses Base management fee $7,195 $7,795 $8,144 $8,550 $11,781 Part I incentive fee $5,767 $6,733 $7,913 $8,943 $8,341 Part II incentive fee -————-Interest expense $31,061 $28,191 $30,562 $32,058 $32,513 Other operating expenses1 $3,070 $2,616 $2,590 $2,191 $2,466 Total expenses $47,093 $45,335 $49,209 $51,742 $55,101 Management fees waived -—$367 -$750 -$750 -$1,500 Part I incentive fees waived -$5,359 -$6,733 -$6,377 -$1,228 -$3,210 Net expenses $41,734 $38,235 $42,082 $49,764 $50,391 (Provision) benefit for taxes on net investment income -$56 -$278 -$263 -—- GAAP net investment income $33,481 $39,055 $44,302 $44,921 $44,575 Less: Interest income accretion related to merger accounting -$974 -$373 $423 $315 $607 adjustments Add: Part II incentive fee -————- Adjusted net investment income $32,507 $38,682 $44,725 $45,236 $45,182 Note: See appendix for a description of the non-GAAP measures. 14
- Includes professional fees, directors fees, administrator expense and general and administrative expenses.
Quarterly Statement of Operations (continued) For the three months ended ($ in thousands, except per share amounts) 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 Net realized and unrealized gains (losses) Net unrealized appreciation (depreciation) $18,572 -$82,023 -$19,614 $43,179 $26,199 Net realized gains (losses) -$13,432 $6,705 -$17,310 -$51,848 -$69,452 (Provision) benefit for taxes on realized and unrealized gains (losses) -$269 $14 -$139 $661 -$202 GAAP net realized and unrealized gains (losses), net of taxes $4,871 -$75,304 -$37,063 -$8,008 -$43,455 Net realized and unrealized losses (gains) related to merger accounting $859 -$56 -$61 -$314 -$600 adjustments Adjusted net realized and unrealized gains (losses), net of taxes $5,730 -$75,248 -$37,124 -$8,322 -$44,055 GAAP net increase (decrease) in net assets resulting from operations $38,352 -$36,249 $7,239 $36,913 $1,120 Interest income amortization (accretion) related to merger accounting adjustments -$974 $373 $423 $315 $607 Net realized and unrealized losses (gains) related to merger accounting $859 -$56 -$61 -$314 -$600 adjustments Adjusted earnings (loss) $38,237 -$36,566 $7,601 $36,914 $1,127 Per share data: GAAP total investment income $0.85 $0.90 $1.05 $1.15 $1.16 Adjusted total investment income $0.84 $0.90 $1.06 $1.16 $1.17 GAAP net investment income $0.38 $0.45 $0.54 $0.55 $0.54 Adjusted net investment income $0.37 $0.45 $0.54 $0.55 $0.55 GAAP net realized and unrealized gains (losses), net of taxes $0.06 -$0.88 -$0.45 -$0.10 -$0.53 Adjusted net realized and unrealized gains (losses), net of taxes $0.07 -$0.88 -$0.45 -$0.10 -$0.54 GAAP net increase/decrease in net assets resulting from operations $0.44 -$0.42 $0.09 $0.45 $0.01 Adjusted earnings (loss) $0.43 -$0.43 $0.09 $0.45 $0.01 Weighted average common shares outstanding 88,086 85,916 82,245 82,245 81,830 Shares outstanding, end of period 88,086 88,086 82,245 82,245 82,245 15
Strategic Actions In Support of OCSL • On February 3, Oaktree purchased $100 million of newly issued shares of OCSL common stock at a price of $17.63/share equal to net asset value per share on January 31, 2025 Equity Raise • This transaction represented a 10% premium to the closing stock price on January 31, 2025, and resulted in a nearly 7% increase in net assets at the time of share issuance • The equity raise (coupled with additional leverage) increased dry powder for deployment, enabling growth and further diversification of the portfolio • In the first fiscal quarter of 2025, Oaktree instituted an incentive fee cap (i.e., a total return hurdle). In the third fiscal quarter, this resulted in a waiver of $5.4 million of Part I incentive fees. Since the implementation of the incentive fee cap, Oaktree has waived $18.5 million in Part I incentive fees. New Incentive Fee Cap • This new arrangement includes a lookback provision that commences October 1, 2024, building to a rolling 12 quarter lookback by the Company’s 2027 fiscal year-end • Although we have voluntarily waived fees in previous quarters, this formalizes our process and provides clarity Oaktree remains committed to the long-term growth and success of OCSL 16
Non-GAAP Disclosures The OCSI Merger and the OSI2 Merger (the “Mergers”) were accounted for as asset acquisitions in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). The consideration paid to each of the stockholders of OCSI and OSI2 were allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than “non-qualifying” assets, which established a new cost basis for the acquired investments under ASC 805 that, in aggregate, was different than the historical cost basis of the acquired investments prior to the OCSI Merger or OSI2 Merger, as applicable. Additionally, immediately following the completion of the Mergers, the acquired investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation / depreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete / amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation / depreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete / amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain / loss with a corresponding reversal of the unrealized appreciation / depreciation on disposition of such equity investments acquired. The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes “Adjusted Total Investment Income”, “Adjusted Total Investment Income Per Share”, “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the accretion income resulting from the new cost basis of the investments acquired in the Mergers because these amounts do not impact the fees payable to Oaktree under its second amended and restated investment advisory agreement (the “A&R Advisory Agreement”), and specifically as its relates to “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”, without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash income/gain resulting from the Mergers and used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics align the Company’s key financial measures with the calculation of incentive fees payable to Oaktree under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired investments established by ASC 805 that would have been to the benefit of Oaktree absent such exclusion). 17
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