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): November 18 25, 2025

Blue Owl Capital Corporation II

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01219

47-5416332

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



399 Park Avenue New York, NY						10022
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 419-3000

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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 12.02 ~~Termination~~. Results of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On November 18 25, 2025, Blue Owl Capital Corporation, ~~a Maryland corporation (“OBDC”) and Blue Owl Capital Corporation~~ II (~~“OBDC II”) mutually agreed to terminate~~ the ~~Agreement and Plan of Merger (the~~ “~~Merger Agreement~~Company”) ~~between~~determined ~~OBDC,~~that ~~OBDC~~shares ~~II,~~issued Cowboy Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of OBDC (“Merger Sub”), and, solely for the limited purposes set forth therein, Blue Owl Credit Advisors LLC, a Delaware limited liability company (the “Adviser”) and investment adviser to each of OBDC and OBDC II, pursuant to ~~Section 9.01 thereof, effective as of November 18, 2025 (~~the ~~“Termination”).~~Company’s ~~Upon~~distribution ~~the~~reinvestment ~~effectiveness~~plan ofwill ~~the~~be ~~Termination,~~issued ~~the~~at ~~Merger~~a ~~Agreement~~price ~~was~~ of ~~no further force and effect, with the exceptions of Section 7~~$8.~~08(b),~~31 ~~Article~~per IX and Article XI (including, in each case, any applicable definitions) which shall survive the termination of the Merger Agreement and remain in full force and effect in accordance with their respective termsshare.

Item 7.01 Regulation FD Disclosure.

On November 19, 2025, OBDC and OBDC II issued a joint press release relating to the termination of the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” by OBDC 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 (the “Securities Act”), 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

Exhibit Number						Description
99.1						Joint Press Release, dated as of November 19, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Blue Owl Capital Corporation II~~

Blue Owl Capital Corporation II

November 19, 2025

By:

/s/ Jonathan Lamm

Dated:

November 26, 2025

By:

/s/ Jonathan Lamm

Name: Jonathan Lamm

Jonathan Lamm

Title: Chief Operating Officer and Chief Financial Officer

Chief Operating Officer and Chief Financial Officer

Filing Compare · Blue Owl Capital Corp II