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 422, 2025 (~~July~~August 2920, 2025)

Oaktree Gardens OLP, LLC

(Exact name of Registrant as specified in its charter)

Delaware

000-56548

92-2553158

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

333 South Grand Avenue, 28th Floor

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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ 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 1.01.

Entry into a Material Definitive Agreement.

On ~~July~~August 2920, 2025, Oaktree Gardens OLP, LLC (the “Company”) entered into a second amendment to revolving credit agreement (the “~~Credit Agreement~~Amendment”) by and among ~~OLPG Lending SPV, LLC (“OLPG SPV”), a wholly owned subsidiary of~~ the Company, as initial borrower, ~~the~~Gardens ~~Company~~Coinvest, ~~as servicer~~LLC, ~~the~~as ~~lenders~~initial ~~party~~qualified ~~thereto~~borrower, ~~Bank~~Oaktree ofGardens ~~America~~OLP SPV, NL.AP., as ~~administrative~~initial ~~agent~~guarantor, ~~sole~~Oaktree ~~lead~~OLPG ~~arranger and sole book manager~~GP, ~~and Computershare Trust Company, N~~L.AP., as ~~collateral~~general custodian. The Credit Agreement provides for a senior secured revolving credit facility (the “Credit Facility”) that permits the Company to borrow up to $600 million (with an “accordion” feature that permits the Companypartner, ~~under~~Oaktree ~~certain~~OLPG ~~circumstances,~~GP ~~to increase the size of the Credit Facility up to $1~~Ltd.~~9 billion). The Credit Facility has a reinvestment period through July 29~~, ~~2028,~~as ~~during~~ultimate ~~which~~general ~~advances may be made~~partner, and ~~matures~~Sumitomo onMitsui ~~July 29~~Banking Corporation, ~~2030.~~as ~~Borrowings~~administrative ~~under~~agent ~~the~~and ~~Credit~~letter ~~Facility~~of ~~generally~~credit ~~bear~~issuer, ~~interest~~and ~~at a rate equal to~~ the ~~term~~lenders ~~secured~~party ~~overnight financing rate (SOFR) for the selected period plus 1~~thereto.~~90%~~ ~~per~~Among ~~annum.~~other ~~There~~things, ~~is a non-usage fee of 0.40% per annum on~~ the ~~unused~~Amendment: ~~portion of the Credit Facility, payable quarterly.~~

~~The~~• ~~Credit~~decreased ~~Facility is secured by a first priority security interest in substantially all of OLPG SPV’s assets. From time to time,~~ the ~~Company~~maximum ~~expects~~commitment to ~~sell~~$280.0 ~~certain~~million ~~loans~~in toaggregate ~~OLPG~~principal ~~SPV~~amount ~~pursuant to a Loan Sale Agreement, dated July 29, 2025~~ (the “~~Sale~~Maximum ~~Agreement~~Commitment”), ~~between~~subject ~~the~~to ~~Company, as~~ the ~~seller,~~lesser ~~and~~of ~~OLPG~~(i) ~~SPV,~~90% as the purchaser. The Company has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings of ~~the~~unfunded ~~Company,~~commitments ~~including~~from ~~under~~certain ~~the~~eligible ~~Credit~~investors ~~Facility, are subject to the leverage restrictions contained~~ in the ~~Investment~~ Company ~~Act~~and of(ii) ~~1940,~~the asMaximum ~~amended.~~ Commitment;

~~The~~• ~~description~~extended ~~above is only a summary of~~ the ~~material~~maturity ~~provisions~~date ~~of the Credit Agreement and the Sale Agreement and is qualified in its entirety by reference~~ to ~~the~~September ~~Credit Agreement and the Sale Agreement~~24, ~~which~~2026; ~~are filed as Exhibit 10.1~~ and ~~10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.~~

•

reduced the interest rate to a rate equal to (1) term secured overnight financing rate (“SOFR”) for the selected period plus 1.80% per annum for SOFR loans or (2) the greatest of (a) the Prime Rate plus 0.80% per annum and (b) the Federal Funds Rate plus 1.30% per annum for reference rate loans.

The description above is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

10.1		Credit Agreement, dated July 29, 2025, by and among OLPG Lending SPV, LLC, as borrower, Oaktree Gardens OLP, LLC, as servicer, the lenders party thereto, Bank of America, N.A., as administrative agent, sole lead arranger and sole book manager, and Computershare Trust Company, N.A., as collateral custodian
10.2		Loan Sale Agreement, dated July 29, 2025, between Oaktree Gardens OLP, LLC, as the seller, and OLPG Lending SPV, LLC, as the purchaser
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

10.1

Second Amendment to Revolving Credit Agreement, dated as of August 20, 2025, by and among Oaktree Gardens OLP, LLC, as initial borrower, Gardens Coinvest, LLC, as initial qualified borrower, Oaktree Gardens OLP SPV, L.P., as initial guarantor, Oaktree OLPG GP, L.P., as general partner, Oaktree OLPG GP Ltd., as ultimate general partner, and Sumitomo Mitsui Banking Corporation, as administrative agent and letter of credit issuer, and the lenders party thereto.

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 GARDENS OLP, LLC
Date: August 4, 2025	By:	/s/ Christopher McKown
Date: August 22, 2025	By:	/s/ Christopher McKown
	Name:	Christopher McKown
	Title:	Chief Financial Officer and Treasurer

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