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Wednesday, February 4, 2026 at 11 a.m. ET
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Oaktree Specialty Lending Corporation (NASDAQ:OCSL) reported sequential growth in adjusted net investment income despite a lower reference rate environment, supported by strong origination activity and disciplined expense management. Elevated liquidity and an increased origination mix in larger, first-lien loans helped drive portfolio expansion and kept leverage within stated targets. The company emphasized increasingly selective underwriting standards, especially in software, and cited minimal exposure to ARR-based software loans, with high repayment rates and strong EBITDA margins in that segment. Management highlighted a marked decrease in portfolio nonaccruals and outlined ongoing evaluation of opportunities and risks related to AI, M&A trends, and evolving credit dynamics. Strategic initiatives focused on redeploying capital out of nonaccrual and equity positions into income-generating assets, while monitoring potential long-term headwinds from portfolio markdowns and sector-specific risks.
Matt Pendo: Thanks, Allison, and good morning, everyone. I'll begin the call with an overview of our first quarter results. Armen Panossian, our CEO and Co-CIO, will then share some commentary on the current market environment. And Raghav Khanna, our Co-CIO, will provide details on our portfolio and investment activity. Our CFO and Treasurer, Christopher McKown, will then review our financial performance before we open the call for questions. This year is off to a good start, and we delivered solid results for 2026. Adjusted net investment income for the quarter was $36.1 million or 41¢ per share, up modestly from the prior quarter. Once again, we fully covered our quarterly dividend with earnings.
These results reflect our team's disciplined capital deployment into income-generating assets as well as the actions we took last year to optimize the liability side of our balance sheet. Importantly, this was the first full quarter reflecting the impact of the September rate cut. And despite lower base rates, earnings remained stable. Consistent with our dividend policy and first-quarter earnings, our board declared a quarterly cash dividend of 40¢ per share payable on 03/31/2026 to stockholders of record as of 03/16/2026. As discussed on our fiscal 2025 year-end call, we have several levers to help offset lower base rates and support net investment income. One of the key levers is our ability to prudently deploy capital into attractive investment opportunities.
To that point, new funded investments, including drawdowns from existing commitments, totaled $314 million, up from $220 million in the prior quarter. The average all-in spread and yield of new private investments was 525 basis points and 9%, respectively. We have ample financial flexibility to continue deploying capital as we ended the quarter with over $576 million available liquidity. We are intensely focused on reducing nonaccruals and equity positions as another key lever for improving earnings power. In the first quarter, nonaccruals were relatively stable sequentially and down nearly 85 basis points year over year. At quarter-end, nonaccruals represented 3.1% of the total debt portfolio measured at fair value.
For several of our nonaccrual positions, we are optimistic about the potential outcomes and are actively working to maximize recovery value. This quarter, we restructured our investment in Avery and put a portion of the loan back on accrual status, which is consistent with the broader objective of converting non-earning assets into income-producing assets. Avery continues to sell units, and it appears to be happening at an increased pace. Any proceeds from monetization, nonaccruals, or equity positions will be reinvested into income-generating investments. We will continue to evaluate these levers and their potential contribution to our earnings and dividend. As always, we remain committed to strong alignment with our shareholders as we navigate the evolving credit landscape.
Now I'll turn the call over to Armen for an update on the market environment.
Armen Panossian: Thanks, Matt. Current trends in private credit mirror the bifurcation we're seeing in the broader economy. Macro factors, including persistent inflation, tariffs, and ongoing technology disruption, are amplifying structural strengths and weaknesses, creating a clear divide between the winners and losers. Companies with scale, profitability, and financial stability have ample access to capital, and those that are struggling have limited or no access at all. Over the past few years, sponsors have favored recapitalization over exits in a muted M&A environment, creating a backlog of transactions waiting to come to market. With rate pressures easing, sponsors are increasingly turning to the M&A market to deliver much-needed liquidity for their LPs.
While large-cap activity accelerated in December, middle-market volumes were still below historical averages. That said, we are starting to feel more confident that middle-market M&A activity will improve over the course of the year. Since the Fed rate cut in September, we have seen greater price discipline in the market and believe that spreads in private credit have now bottomed out at SOFR plus 450 to 475 basis points. We think this may be supported by elevated redemptions in the perpetual BDC space, easing the demand for new paper. We are cautiously optimistic that spreads will remain stable in 2026, with the potential to widen.
Importantly, direct lending transactions continue to offer an approximate 150 basis point spread premium relative to broadly syndicated loans with similar credit quality. Pick interest remains prevalent in direct lending transactions, underscoring sponsors' preference for flexible capital structures. We continue to stay extremely disciplined in our use of PIC. In the first quarter, PIC as a percentage of adjusted total investment income was 6.3%, which is below the public BDC industry average. Even with tighter than normal spreads and looser terms, we are still seeing compelling investment opportunities as reflected in our strong level of originations this quarter.
In the current market environment, we are prioritizing loans to businesses with resilient models, defensible market positions, and durable long-term outlooks that align with our bottoms-up, value-driven approach to underwriting. One area we are monitoring closely is the impact of AI on private credit and the broader economy. Software and applications have consistently been the primary secular beneficiaries of major technology shifts, and we believe AI will increase the total addressable market for software. That said, we expect outcomes to be uneven, increasing dispersion between players, as success depends heavily on execution and speed of adoption.
For 2026, we see an active backdrop supported by robust hyperscale investment and a more active software M&A environment as incumbents look to consolidate amid public valuation multiples that are at multi-year lows. At the same time, we are mindful that current levels of AI-related spending are a meaningful driver of broader economic growth, and that disappointment in realized returns or adoption timelines could result in a pullback in AI investment. Against this backdrop of increasing dispersion and uncertainty, we believe our scale global investment platform positions us well.
While US middle-market direct lending remains the foundation of Oaktree's global private credit platform, our expertise across multiple strategies and our ability to underwrite complex transactions expand our opportunity set and allow us to be highly selective. Specifically, the depth and breadth of our sponsor, corporate, and adviser relationships provide access to proprietary deal flow across asset-backed finance, European direct lending, infrastructure lending, and capital solutions. We remain constructive on the long-term outlook for private credit. In this environment, disciplined underwriting, selectivity, and active portfolio management will remain critical drivers of long-term performance. Raghav will now talk more about our portfolio and new investments. Raghav?
Raghav Khanna: Thanks, Armen. Before turning to a standard discussion of portfolio activity, I want to build on Armen's comments on software and spend a few minutes outlining our approach to investing in the software sector. Our foundational approach to software investing has not changed in light of AI, but we have become more selective in the sector. At its core, our framework focuses on software providers that are deeply embedded in customers' daily workflows and business processes, require meaningful buy-in from multiple stakeholders, and have high switching costs. AI has raised the quality bar for software investments, and as a result, we have added incremental criteria to our underwriting for both new investments and existing portfolio companies.
We prioritize software businesses with multiple control points, data gravity, business context, high mission criticality, and a coherent and credible AI roadmap. This has contributed to a higher pass rate on new opportunities relative to prior years. In addition, over the past twelve months, approximately 18% of our total software positions have been repaid, underscoring the quality of our underwriting decisions. Further details of the software portfolio are shown on page eight of the earnings presentation. As of December 31, software represented approximately 23% of investments at fair value across 28 issuers, and 94% of our software positions are first lien term loans, and we have only two ARR-based loans representing approximately 2% of fair value.
Turning to the broader portfolio, as of December 31, 85% of the total portfolio was comprised of first lien senior secured debt, and the weighted average yield on debt investments was 9.3%. We remain committed to a diversified portfolio. The average position makes up less than 1%, and no position makes up more than 2% of our portfolio at fair value. Portfolio company weighted average leverage and interest coverage remain unchanged at 5.2 times and 2.2 times, respectively. Our team delivered a meaningful increase in investment activity, which grew our portfolio size by approximately $100 million to $2.95 billion. Newly funded investment activity totaled $314 million, up 42% sequentially.
Paydowns and exits were stable at $179 million, resulting in $135 million of net new investments for the quarter. This increase in deal flow reflects the breadth of Oaktree's private credit platform combined with recent targeted investments in global sourcing and origination and specialized investment talent, which have meaningfully expanded the top of our funnel despite still lower volume in US middle-market direct lending. We continue to prioritize first lien senior secured investments in resilient, market-leading businesses supported by disciplined underwriting. First lien loans represented 92% of our new originations, and the all-in weighted average spread on new originations during the quarter was approximately 500 basis points.
One transaction I want to highlight this quarter is our investment in Premier Inc., a healthcare services company that operates a large national group purchasing organization for a network of hospitals and healthcare providers. The company also provides a range of complementary offerings such as healthcare software, supply chain management, data and analytics, and consulting services. In November, PatientSquare Capital completed the take-private transaction of Premier at a total enterprise value of $2.6 billion. Oaktree has been growing its relationship with the sponsor and was deeply involved through the complex underwriting and negotiation process. Oaktree funds acted as joint lead arranger, providing nearly 40% of the first lien term loan and 30% of the revolving credit facility.
The term loan carries an all-cash coupon of SOFR plus $6.50 and has two points of original issue discount. We were attracted to this transaction based on Premier's strong competitive positioning, secular tailwinds for healthcare spending, and high customer switching costs. During the quarter, there was one new addition to our non-accrual list. We placed a second out terminal approval site on non-accrual. Our prior position was restructured in August 2024, and this quarter we placed the restructured loan on non-accrual due to the ongoing challenging industry dynamics and the company's softer than expected outlook. At quarter-end, there were 11 investments on non-accrual, and as Matt noted, they represented 3.1% of the total debt portfolio measured at fair value.
We continue to actively manage these positions with a goal of converting non-earning assets into income-producing investments over time. I'll now turn the call over to Chris to review our financial results.
Christopher McKown: Thank you, Raghav. In our first fiscal quarter ending 12/31/2025, we delivered adjusted net investment income of $36.1 million or $0.41 per share as compared to $35.4 million or $0.40 per share in the prior quarter. This increase reflects lower levels of Part One incentive fee expense, which offset lower total investment income quarter over quarter. NAV per share was $16.30, down from $16.64 in the fourth quarter due to unrealized depreciation on certain debt and equity investments. The largest detractor in our portfolio was Pluralsight, which Raghav discussed in his remarks. We marked the equity position down to zero and marked down the second out term loan to reflect this challenged position.
Adjusted total investment income decreased to $74.5 million. This compares to $76.9 million in the fourth quarter and was primarily driven by lower interest income due to lower reference rates and lower original issue discount acceleration, which was partially offset by higher fee income largely from higher prepayment and exit fees. Net expenses declined modestly compared to the fourth quarter, primarily reflecting a $4 million reduction in Part One incentive fees primarily as a result of our total return hurdle. OCSL continues to be cautious around the usage of payment in kind, with PIC representing 6.3% of total investment income in the quarter.
Approximately two-thirds of our 1.07 times, up from 0.97 times last quarter, and total debt outstanding was $1.6 billion. The increased leverage mirrored our strong deployments during the quarter. Our long-term target leverage ratio of 0.9 times to 1.25 times remains unchanged. As of December 31, the weighted average interest rate on debt outstanding was 6.1%, down from 6.5% from the prior quarter, primarily driven by lower reference rates. Unsecured debt represented 59% of total debt at quarter-end, down slightly from the prior quarter. We have ample dry powder to fund investment commitments with liquidity of $576 million, including $81 million of cash and $495 million of undrawn capacity on our credit facility.
Unfunded commitments, excluding those related to the joint ventures, were $247 million. Turning to our two joint ventures, together, the JVs currently hold $111 million of investments, primarily in broadly syndicated loans spread across 135 portfolio companies. During the first fiscal quarter, the JVs generated ROEs of 12% in aggregate. Leverage at the JVs was 1.7 times, unchanged from last quarter's. In addition, we received a $525,000 dividend from the Kemper JV. With that, I'll turn the call back to the operator for Q&A.
Operator: Your first question comes from Finian O'Shea with Wells Fargo.
Finian O'Shea: Hey, everyone. Good morning. On the portfolio, I'm not sure if you guys give one of those performance, you know, one through five kind of category breakdowns. But in any case, can you give us the picture of the portion of the portfolio at this point that is sort of underperforming its current security or underwrite? And where you know, sort of where we are in migrating out of the legacy type issues.
Raghav Khanna: Hey, Ben. It's Raghav. So I point you to page 13. Oh, no. Sorry. It's not on there. So the way we think about our underperforming assets are, obviously, we have the nonaccruals, which you can see. The restructured equities. Then the third thing we monitor are positions that are trading or have been marked well below par. And that's obviously an indicator of stress. And in that portion, most of the loans and positions we have that are under, considerably below par are actually public positions, some of which we actually bought around in the high eighties to nineties and have traded down a few points below that. Most of them, we expect to rebound.
There are a couple of names which are in the technology space that are, you know, as I'm sure you can see in the market, that are facing a little bit of pressure. On that point, by the way, you know, when we speak to our trading desk, a lot of those technology names are trading down on, like, $2 and $3 million trades, mostly from CLO sellers who are trying to manage their work tests and rating tests. We're not seeing huge selling in those positions. So we're watching those names, in particular, the technology names that are broadly syndicated loans and upgraded down. But there's not a lot of trading actually happening. There's not a lot of selling.
It's mostly small selling from CLO sellers.
Finian O'Shea: Okay. I guess that I'll pull it up. I guess, follow-up sticking with that topic. You gave some helpful views or color on AI. Risk to software, are you, you know, let's say to the extent there is volume, are there interesting names on the screen that looked like you had a good amount of liquid this quarter? Should we expect that to continue?
Raghav Khanna: Yes. So one of the benefits we have is, we obviously have a large public markets business in our high yield business and in our senior notes business. So we're actually triaging all of the software names and technology. In addition to, obviously, very closely monitoring our private positions by developing AI scorecards and other types of scorecards to, again, triage. Because I think your sentiment is right that there is a bit of a baby out with a bathwater situation. And that's something we are looking at. Again, you know, when we look at what is the right point to step in, it doesn't feel like that right now.
Just because, again, you know, the trading volume we've seen is either small ticket sales from CLOs or dealers trying to make a market. And these, like, $23 million trades are basically being used to mark positions down, you know, two, three points. So it looks very attractive when you look on a screen, at least for some of these names where the AI risk is low, but there isn't enough volume to actually want to step in and try to be a buyer.
Finian O'Shea: Awesome. Thanks, everyone.
Operator: Your next question comes from Ethan Kaye with Lucid Capital Markets.
Ethan Kaye: Hey, guys. Thanks for taking the question here. So you disclosed median portfolio EBITDA increasing from $150 million to $190 million sequentially. I know, it feels like a pretty big change for one quarter. You did talk about there being maybe some more activity in the upper middle market, you know, as compared to the core middle market. But wondering really kind of what drove that. Was it, you know, a strategic result or more so, you know, a byproduct of the deal environment and company growth?
Raghav Khanna: Yeah. So you're right. So it was really driven by our new originations that we funded in the fourth quarter, which were pretty large companies. They were all large cap, mostly on the sponsor side, mostly in the US. There were a couple of non-sponsor situations and a couple of non-US, really just European situations that we funded in the fourth quarter, but they were typically much larger EBITDA. So most of the growth in the median EBITDA, I would say, was a mix shift from those originations in the fourth quarter. But the overall portfolio EBITDA has also been growing. That, I would say, was a smaller portion of the increase you're seeing in the median EBITDA.
Ethan Kaye: Got it. Great. And then one other. So I'm hoping you can kind of walk through the $32 million or so of unrealized appreciation. You know, we talked about Pluralsight, which appears to be about a third of that net number. But can you kind of talk through whether there was, you know, maybe any other themes or drivers of kind of the markdowns in the quarter?
Christopher McKown: Yeah. Hey. It's Chris. I'll make a few comments and add any color. So you're right. You know, Pluralsight was the single largest driver, you know, accounting for about 38% of, you know, the total mark. Beyond that, you know, we did take some smaller marks in, you know, a few other private positions. And then we did see some of the quoted names trade down, which impacted some of the names that hold on balance sheet, yeah, as well as some of the JVs.
Ethan Kaye: Okay. Great. Thank you, guys.
Operator: Your next question comes from Paul Johnson with KBW.
Paul Johnson: Hey, guys. Thanks for taking my questions. I mean, just a little bit more in terms of your sort of perspective on software, you know, I guess, how would you kind of characterize at this point, you know, top-line growth and EBITDA trend sort of broadly, you know, have you, you know, noticed any sort of change in the growth rates there? You know, back up in any sort of new activity for deals? I mean, how has that impacted the market, I guess, beyond kind of the weakness in some of the secondary loan prices?
Armen Panossian: Thanks for the question. This is Armen. Look. I think big picture, I would say that it's too early to actually see performance degradation in any software name, and it's probably gonna take a fair bit of time to actually see any sort of dispersion in performance due to AI or disruption in performance to the AI. There've been a lot of splashy headlines, but it has not translated big picture into a widespread issue across the names. The reason for the concern isn't necessarily near-term weakness in performance. It's more that the concern around the long run calls into question the refinance ability of these loans when they mature.
And that's why everybody should be looking at their software exposure because to the extent that a subset of software names, whether they're in your private equity book or in your private credit book, to the extent some of them are more susceptible to long-term dislocation due to AI, the more likely it is that the private equity sponsor fails to support them when maturity occurs. Even in advance of a real issue in performance. The other thing I would say is if some number of these software businesses are eventually disrupted by AI, it may turn out to be that they are binary in their outcomes.
What I mean by that is if a business appears to be at risk of a meaningful AI competitor, you could see, depending on the nature of the contract and the nature of the business, you could see a pretty rapid degradation of performance in those businesses over time. Therefore, from an equity perspective and from a credit perspective, the recoveries could be quite problematic. So it is a significant reason to be concerned about in the medium to long term, but it's not gonna really emerge in the short run. And on this point, I think it's worth mentioning real quick, the concept of covenants in software deals.
You know, covenants in software deals mirror the same sort of condition as just large cap versus core or small cap private credit. What I mean by that is this, there are software deals that have covenants. EBITDA covenants, and they tend to be smaller or midsized companies. But as businesses become large cap and as they are possibly financeable in the broadly syndicated loan market, those software loans do not have any covenants. So it's like Cub Lite, as you would imagine in another industry outside of software, in a large cap deal, you don't see covenants. In a smaller midsized deal, you do see covenants typically. And the covenants in software deals are usually one of two types.
One is an EBITDA-based covenant as you would see in a normal business that is financed off of a leverage multiple. And the other would be ARR or annual recurring revenue. And those transactions that are recurring revenue-based, again, if they're middle market or lower middle market, they will have typically an ARR covenant whereby they have a total debt to ARR cap and that covenant usually falls away in about three years. And it converts into a more traditional leverage-based covenant. So the covenants can become a problem for ARR deals as they approach that three-year anniversary typically, and those deals that have such a covenant, again, large cap is less likely to have it than small.
But it is yet sort of an additional factor that may ring the alarm bell a little bit sooner or earlier than the maturity. So in our case, by the way, in terms of OCSL, we really only have two ARR deals in our portfolio. Period. And one of them is already free cash flow positive and expected to repay imminently. The other is a very large transaction, a very large company with a very large private equity sponsor.
We think it's pretty well insulated from AI competition, but we think we've done a we think we've been pretty forward-looking on the ARR side at least to avoid those situations that do not cash flow and therefore need some sort of access to the public markets or some sort of availability in the financing markets. We wanted to avoid those situations now for several years, and so that's not really an issue in our portfolio.
Matt Pendo: I think, Paul, it's Matt. We put a new page in the deck, page eight, that breaks out our software disclosure in OCSL. Which I think is give us any comments if you have on it. But when we lay out there, we're gonna be a question on kind of performing in the business. So if you look at the EBITDA growth since we funded the deals, adds up about 20%. So it gives you a sense of we've had growth there. EBITDA margin is around 40%. So these are EBITDA positive companies. And about 18%, almost 20% of our software loans have repaid over the last twelve months. So a reflection of thoughtful and hopefully successful underwriting.
But so we laid all those out on page eight, which is what we posted. Hopefully, that's helpful as well.
Paul Johnson: It is. Yeah. Thank you for that. It's very good color there. And, Armen, appreciate, you know, the helpful answer there as well. One more bigger picture question, if I may, on this topic. Sort of two-part. But on that slide you mentioned, there's a 47% weighted average LTV ratio. I'm just curious, is that an LTV ratio at underwrite? Is that a more, you know, a current LTV ratio, obviously, based on valuations and leverage today? That's the first part of the question. And then as the other part of the question is bigger picture.
You know, how much of a valuation sort of reset do you think that, you know, broadly the software space can absorb in the equity multiples before we do start to see, you know, widespread sort of restructurings and losses and bigger trouble within the software industry? Just given that, obviously, these are companies that are typically financed with lower LTV ratios at underwrite. And I'll hand it off there. Thanks.
Armen Panossian: This is Armen. I'll answer that, Paul. I mean, so first of all, on that slide, that is the LTV at underwrite. Not a current estimate LTV. It's 12/31.
Raghav Khanna: The current one. It's the current one at 12/31? Yeah. Okay. So 12/31, it would so that is our estimate of the LTV as of 12/31. And then in terms of the amount of degradation in the equity multiple that it could sustain, I would say, generally speaking, if you do see LTVs rise to 60%, that's getting to the point where it calls into question the refinance ability of the loan. Generally speaking today, outside of software, when there is an LBO, you're seeing something like 50 to 55% LTV at the max. You're not seeing 70% or 65% LTV deals generally.
So what would happen theoretically assuming these businesses aren't burning a terrible amount of cash, and they get to within a reasonable time frame of maturity, if once the sponsor, you know, calls up the market and says, hey. You know, I want to refinance, and the response is going to be you're gonna need to put in more equity to kind of make this closer to a fifty-fifty LTV. Again. And the sponsors will then have to judge whether it makes sense to do that or not. Based on the future sort of risk factors and earnings potential of the business. But also the stage of deployment of the fund that those investments are in.
If a fund cannot call capital, well, you can't then that sponsor can't support the business. If the fund is already a winner and has already returned a lot of capital, then it's more likely to let go of, you know, those straggler businesses that need additional capital to kind of punch through a refinancing or a maturity. And so the sponsor is less likely to support the business in that event. So there's a lot of economic and non-economic factors that come into play to judge the sponsor's willingness to support a business if and when the LTV of the loan exceeds, again, probably that 60, 55, or 60% LTV threshold level.
Paul Johnson: Appreciate it. That's all for me. Thank you very much, guys.
Operator: Again, if you would like to ask a question, press 1. There are no further questions at this time. I'll now turn the call back over to Alison Mirmy for any closing remarks.
Alison Mirmy: Thank you all for joining us on today's call. Please feel free to reach out to me and the team with any questions you may have. Have a great day.
Operator: Ladies and gentlemen, this concludes today's call. Thank you all for joining. You may now disconnect.
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