What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-27 · 421 added, 312 removed, 1414 unchanged (34% of the section changed)

11 unchanged sentences

providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization;

and providing reasonable

assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our Financial Statements would be prevented or detected on a timely basis.

and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our Financial Statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement of our Financial Statements would be prevented or detected.

5 unchanged sentences

Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

33 unchanged sentences

Quarterly Report on Form 10-Q filed on November 9, 2021)

Description of Securities (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on May 5, 2022).

Description of Securities

Amended and Restated Warrant Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Computershare Trust Company, N.A.

6 unchanged sentences

Current Report on Form 8-K filed on June 10, 2021)

Form of 3.125% Senior Note due 2031 (incorporated by reference to the form included within Exhibit 4.

2 of Blue Owl Capital Inc.

Form of 3.125% Senior Note due 2031 (incorporated by reference to the form included within Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 10, 2021)

2 unchanged sentences

Current Report on Form 8-K filed on October 7, 2021)

Form of 4.125% Senior Note due 2051 (incorporated by reference to the form included within Exhibit 4.

2 of Blue Owl Capital Inc.

Form of 4.125% Senior Note due 2051 (incorporated by reference to the form included within Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 7, 2021)

1 unchanged sentence

Current Report on Form 8-K filed on February 15, 2022)

Form of 4.375% Senior Note due 2032 (incorporated by reference to the form included within Exhibit 4.

2 of Blue Owl Capital Inc.

Form of 4.375% Senior Note due 2032 (incorporated by reference to the form included within Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on February 15, 2022)

Exhibit Number Description

Tax Receivable Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto.

Investor Rights Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto, Altimar Sponsor and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Fourth Supplemental Indenture dated as of May 26, 2023 among Blue Owl Finance LLC, as issuer, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Owl Rock Capital Group LLC, Dyal Capital Holdings LLC, Owl Rock Capital GP Holdings LP and Dyal GP Holdings LLC, as guarantors, Blue Owl Capital Inc.

solely, (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on August 8, 2022)

Form of 7.397% Senior Note due 2028 (incorporated by reference included within Exhibit 4.2 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on August 8, 2022)

Annual Report on Form 10-K filed on February 27, 2023)

Amended & Restated Investor Rights Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on August 8, 2023)

Amended and Restated Limited Liability Company Agreement of Blue Owl Capital GP LLC (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

2 unchanged sentences

Current Report on Form 8-K filed on October 25, 2021)

Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP, dated December 20, 2023

First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP, dated December 20, 2023

Blue Owl Capital Inc.

13 unchanged sentences

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Exchange Agreement, dated as of October 22, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP and the Blue Owl Limited Partners (as defined therein) from time to time party thereto.

Second Amended and Restated Exchange Agreement, dated as of February 21, 2024, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP and the Blue Owl Limited Partners (as defined therein) from time to time party thereto

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Blue Owl Capital Inc.

12 unchanged sentences

Current Report on Form 8-K filed on September 20, 2021)

Exhibit Number Description

Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Koch Financial Assets III, LLC (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

5 unchanged sentences

Current Report on Form 8-K filed on September 20, 2021)

Exhibit Number Description

Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc.

6 unchanged sentences

Current Report on Form 8-K filed on December 30, 2021)

Credit Agreement, dated as of November December 7, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.

(incorporated by reference to Exhibit 1.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 13, 2021).

Amended and Restated Credit Agreement, dated as of June 15, 2022, by and among Blue Owl Finance LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.(incorporated by reference to Exhibit 1.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 15, 2022)

First Amendment to the Amended and Restated Credit Agreement, dated as of June 29, 2023, by and among Blue Owl Finance LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.

(incorporated by reference to Exhibit 1.1.

of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 29, 2023)

Registration Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Marc Zahr and Augustus, LLC (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

1 unchanged sentence

Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Inc.

and Marc Zahr (incorporated by reference to Exhibit 10.

3 of Blue Owl Capital Inc.

and Marc Zahr (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

9 unchanged sentences

Annual Report on Form 10-K, filed on February 28, 2022)

First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation) and Michael D.

Amended and Restated Employment and Restrictive Covenant Agreement, dated as of August 7, 2023, by and between Blue Owl Capital Inc.

and Michael D.

Rees (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Annual Report on Form 10-K, filed on February 28, 2022)

Quarterly Report on Form 10-Q filed on August 8, 2023)

Principals Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc.

and each of Douglas Ostrover, Marc Lipschultz, Craig Packer, Alan Kirshenbaum, Marc Zahr, Michael Rees, Sean Ward, and Andrew Laurino (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on August 8, 2023)

Amendment No.

1 to Amended and Restated Tax Receivable Agreement, dated as of February 21, 2024, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto

Subsidiaries of the Registrant

Consent of KPMG LLP

Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit Number Description

Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer, pursuant to 18 U.S.C.

Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy of Blue Owl Capital Inc., adopted on October 26, 2023

101* Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated and Combined Statements of Financial Condition as of December 31, 2022 and December 31, 2021, (ii) the Consolidated and Combined Statements of Operations for the years ended December 31, 2022, 2021 and 2020, (iii) the Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2022, 2021 and 2020, (iv) the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, and (v) the Notes to the Consolidated and Combined Financial Statements

(i) the Consolidated and Combined Statements of Financial Condition as of December 31, 2023 and December 31, 2022, (ii) the Consolidated and Combined Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (iii) the Consolidated and Combined Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021, (iv) the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (v) the Notes to the Consolidated and Combined Financial Statements

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Exhibit Number Description

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request

+ Indicates a management or compensatory plan

* Filed herewith

1 unchanged sentence

This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings

† The Company has redacted provisions or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

+ Compensatory arrangements

Pursuant to the requirements of Section 13 or 15(d) 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.

7 unchanged sentences

/s/ Douglas I.

Ostrover Chief Executive Officer and Director February 27, 2023

Ostrover Co-Chief Executive Officer and Director February 23, 2024

Ostrover (Principal Executive Officer)

Lipschultz Co-President and Director February 27, 2023

Lipschultz Co-Chief Executive Officer and Director February 23, 2024

Lipschultz (Principal Executive Officer)

Packer Co-President and Director February 23, 2024

/s/ Michael Rees Co-President and Director February 23, 2024

/s/ Marc Zahr Co-President and Director February 23, 2024

/s/ Alan Kirshenbaum Chief Financial Officer February 23, 2024

3 unchanged sentences

Komaroff Director February 23, 2024

Packer Director February 27, 2023

/s/ Stacy Polley Director February 23, 2024

/s/ Sean Ward Director February 27, 2023

/s/ Sean Ward Senior Managing Director and Director February 23, 2024

/s/ Dana Weeks Director February 23, 2024

/s/ Marc Zahr Director February 27, 2023

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm F- 2

Consolidated and Combined Statements of Financial Condition as of December 31, 2022 and December 31, 2021

Consolidated and Combined Statements of Financial Condition as of December 31, 2023 and 2022

Consolidated and Combined Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2022, 2021 and 2020

Consolidated and Combined Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

5 unchanged sentences

We have audited the accompanying consolidated and combined statements of financial condition of Blue Owl Capital Inc.

and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated and combined statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated and combined financial statements).

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated and combined statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated and combined financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

26 unchanged sentences

The communication of a critical audit matter does not alter in any way our opinion on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the fair value of certain acquired intangible assets

As discussed in Notes 1 and 3 to the consolidated and combined financial statements, the Company acquired Wellfleet Credit Partners, LLC (Wellfleet) on April 1, 2022 for total purchase consideration of $128.0 million.

The acquisition was accounted for as a business combination using the acquisition method of accounting.

In connection with the acquisition, the Company recognized intangible assets at their acquisition-date fair value, which included investment management agreements of $39.1 million.

We identified the evaluation of the fair value of the investment management agreements acquired in the Wellfleet business combination as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate the discount rates used to value the investment management agreements.

The acquisition-date fair value of investment management agreements was sensitive to changes in the discount rates.

In addition, valuation professionals with specialized skills and knowledge were required to assess the discount rates used to estimate the fair value of the investment management agreements.

Recoverability of finite-lived intangible assets

As discussed in Notes 2 and 3 to the consolidated and combined financial statements, the Company’s finite-lived intangible assets balance of $2.1 billion, net of accumulated amortization, as of December 31, 2023, consist of contractual rights to earn future management fees from the acquired investment management agreements and value associated with the acquired client relationships.

The Company tests finite-lived intangible assets for impairment if events occur, or circumstances change (i.e., a triggering event), indicating that the carrying amount of an intangible asset may not be recoverable.

Management of the Company is required to make significant estimates and assumptions when evaluating finite-lived intangible assets for impairment.

Management generally performs a qualitative review of factors including revenue growth projections, which are generally based on the amount of the fee-paying assets under management, and general economic conditions, that require judgement in deciding whether a quantitative analysis should be undertaken.

We identified the assessment of the recoverability of finite-lived intangible assets as a critical audit matter.

Specifically, a higher degree of auditor judgment was required in evaluating the Company’s identification of whether a triggering event has occurred and whether there is an indication the carrying value of the intangible assets may not be recoverable.

Changes in the assumptions related to revenue growth projections and general economic conditions could have a significant effect on the Company’s assessment of recoverability.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation process for acquired investment management agreements.

This included controls related to the development of the discount rates.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rates used to determine the fair value of the investment management agreements by:

– comparing the discount rates to the overall Company’s weighted average cost of capital (WACC)

– comparing certain inputs to the Company’s calculation of its WACC to publicly available market data for comparable entities

– recalculating the Company’s determination of its WACC

– reconciling the Company’s determination of its WACC to the Company’s weighted average return on assets and internal rate of return.

We evaluated the design and tested the operating effectiveness of certain internal controls over the finite-lived intangible asset impairment assessment process, including controls related to the identification of triggering events and over the Company’s growth projections for revenue.

• We inspected management’s comparison of the initial revenue projections by year at the time of the business acquisition to current year revenue projections by year.

• We evaluated the reasonableness of the revenue growth projections of the Company by comparing the projections to historical projections and actual results as well as to stated Company growth plans by strategy.

• We evaluated the reasonableness of management’s identification of triggering events and growth projections in revenue through inquiries with management on the effects of general macroeconomic and industry conditions considered in forming the projections, reading meeting minutes, inspecting other internal documentation such as board materials and fund products’ legal agreements, and inspecting correspondence with the product teams of each revenue division.

We have served as the Company’s auditor since 2016.

2 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Consolidated and Combined Statements of Financial Condition

37 unchanged sentences

Consolidated and Combined Statements of Operations

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands, Except Per Share Data)

4 unchanged sentences

Administrative, transaction and other fees 200,746 145,895 150,037

Realized performance income 12,221 5,906 —

Performance revenues 3,621 12,221 5,906

Total Revenues, Net 1,731,608 1,369,722 823,878

3 unchanged sentences

Total Expenses 1,413,792 1,372,205 1,751,145

Other Income (Loss)

Net losses on investments ( 132 ) ( 3,526 ) —

Net gains (losses) on investments 4,203 ( 132 ) ( 3,526 )

Net losses on retirement of debt — — ( 17,636 )

Interest and dividend income 22,176 4,357 387

Interest expense ( 75,696 ) ( 60,068 ) ( 27,662 )

2 unchanged sentences

Change in earnout liability ( 6,409 ) ( 14,488 ) ( 834,255 )

Total Other Income (Loss) ( 47,132 ) ( 940,210 ) ( 23,816 )

Loss Before Income Taxes ( 49,615 ) ( 1,867,477 ) ( 82,543 )

Income tax benefit ( 9,380 ) ( 65,211 ) ( 102 )

Consolidated and Combined Net Loss ( 40,235 ) ( 1,802,266 ) ( 82,441 )

Net loss attributable to noncontrolling interests 30,946 1,426,095 4,610

Net Loss Attributable to Blue Owl Capital Inc.

Total Other Loss ( 71,432 ) ( 47,132 ) ( 940,210 )

Income (Loss) Before Income Taxes 246,384 ( 49,615 ) ( 1,867,477 )

Income tax expense (benefit) 25,608 ( 9,380 ) ( 65,211 )

Consolidated and Combined Net Income (Loss) 220,776 ( 40,235 ) ( 1,802,266 )

Net (income) loss attributable to noncontrolling interests ( 166,433 ) 30,946 1,426,095

Net Income (Loss) Attributable to Blue Owl Capital Inc.

(After May 19, 2021) / Owl Rock (Prior to May 19, 2021).

May 19, 2021 through

December 31, 2021

Net Loss Attributable to Class A Shares $ ( 9,289 ) $ ( 450,430 )

Loss per Class A Share

$ 54,343 $ ( 9,289 ) $ ( 376,171 )

May 19, 2021 through December 31, 2021

Net Income (Loss) Attributable to Class A Shares $ 54,343 $ ( 9,289 ) $ ( 450,430 )

Earnings (Loss) per Class A Share

Basic $ 0.12 $ ( 0.02 ) $ ( 1.27 )

7 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated and Combined Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

32 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated and Combined Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

27 unchanged sentences

Cash dividends declared on Class A Shares ( 247,882 ) ( 182,550 ) ( 47,076 )

Comprehensive loss following the Business Combination ( 9,289 ) ( 450,430 ) —

Comprehensive income (loss) 54,343 ( 9,289 ) ( 450,430 )

Ending Balance $ ( 882,884 ) $ ( 689,345 ) $ ( 497,506 )

2 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated and Combined Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

16 unchanged sentences

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 127,459 ) ( 207,970 ) ( 96,810 )

Comprehensive loss ( 30,946 ) ( 1,426,095 ) ( 4,610 )

Comprehensive income (loss) 166,433 ( 30,946 ) ( 1,426,095 )

Ending Balance $ 3,749,692 $ 3,944,188 $ 4,184,003

1 unchanged sentence

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated and Combined Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

18 unchanged sentences

Common Units issued as consideration for Oak Street Acquisition — — 26,074,330

Shares delivered on vested Common Units 5,988,546 — —

Class D Shares exchanged for Class C Shares 2,042,504 — —

Settlement of Oak Street Earnout Units 13,037,165 — —

Ending Balance 632,486,822 629,402,505 674,766,200

1 unchanged sentence

Beginning balance 319,132,127 319,132,127 —

Class D Shares exchanged for Class C Shares ( 2,042,504 ) — —

Impact of the Business Combination — — 294,656,373

9 unchanged sentences

Consolidated and Combined Statements of Cash Flows

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands)

2 unchanged sentences

Cash Flows from Operating Activities

Consolidated and combined net loss $ ( 40,235 ) $ ( 1,802,266 ) $ ( 82,441 )

Adjustments to reconcile consolidated and combined net loss to net cash from operating activities:

Consolidated and combined net income (loss) $ 220,776 $ ( 40,235 ) $ ( 1,802,266 )

Adjustments to reconcile consolidated and combined net income (loss) to net cash from operating activities:

Amortization of intangible assets 300,341 256,909 113,889

4 unchanged sentences

Non-cash lease expense 22,893 12,983 1,974

Payment of earnout liability in excess of acquisition-date fair value ( 7,406 ) — —

Net losses on retirement of debt — — 17,636

Net losses on investments, net of dividends 132 3,583 —

Net gains on investments, net of dividends ( 4,203 ) 132 3,583

Change in TRA liability 1,656 11,435 13,848

17 unchanged sentences

Consolidated and Combined Statements of Cash Flows

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands)

9 unchanged sentences

Repayments of debt obligations, including retirement costs ( 1,000,000 ) ( 323,000 ) ( 577,835 )

Contributions from members prior to the Business Combination — — 9,264

Payment of earnout liability up to acquisition-date fair value ( 79,134 ) — —

Equity-classified awards settled in cash ( 3,186 ) — —

Withholding taxes on vested RSUs ( 15,450 ) ( 2,420 ) —

14 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Blue Owl Capital Inc.

(the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager.

Anchored by a strong permanent capital base, the Company deploys private capital across Direct Lending, GP Capital Solutions and Real Estate strategies on behalf of institutional and private wealth clients.

Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real Estate platforms on behalf of institutional and private wealth clients.

The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management.

6 unchanged sentences

The Registrant was initially incorporated in the Cayman Islands as Altimar Acquisition Corporation (“Altimar”), a special purpose acquisition company.

Pursuant to the Business Combination Agreement dated December 23, 2020, as amended, modified, supplemented or waived from time to time (the “Business Combination Agreement”), on May 19, 2021 (“Business Combination Date”), (i) Altimar was redomiciled as a Delaware corporation and changed its name to Blue Owl Capital Inc., (ii) Altimar merged with Owl Rock (as defined below) (the “Altimar Merger”) and (iii) the Company acquired Dyal Capital Partners (“Dyal Capital”), a former division of Neuberger Berman Group LLC (the “Dyal Acquisition”) (collectively with the Altimar Merger, the “Business Combination”).

Pursuant to the Business Combination Agreement dated December 23, 2020, as amended, modified, supplemented or waived from time to time (the “Business Combination Agreement”), on May 19, 2021 (“Business Combination Date”), (i) Altimar was redomiciled as a Delaware corporation and changed its name to Blue Owl Capital Inc., (ii) Altimar merged with the combined businesses of Blue Owl Capital Group LLC (formerly, Owl Rock Capital Group LLC) and Blue Owl Securities LLC (formerly, Owl Rock Securities LLC) (“Owl Rock”) (the “Altimar Merger”) and (iii) the Company acquired Dyal Capital Partners (“Dyal Capital”), a former division of Neuberger Berman Group LLC (the “Dyal Acquisition”) (collectively with the Altimar Merger, the “Business Combination”).

As further discussed in Note 2, for both the Altimar Merger and the Dyal Acquisition, Owl Rock was deemed to be the acquirer for accounting purposes.

Therefore, the predecessor to Blue Owl is “Owl Rock,” a combined carve-out of Owl Rock Capital Group LLC and Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC) (“Securities”).

Therefore, the predecessor to Blue Owl is “Owl Rock,” a combined carve-out of Owl Rock Capital Group LLC and Blue Owl Securities LLC (“Securities”).

Oak Street Acquisition

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (“Oak Street”) and its advisory business (the “Oak Street Acquisition”).

On December 29, 2021, the Company completed its acquisition of Blue Owl Real Estate Capital, LLC (f/k/a Oak Street Real Estate Capital, LLC, “Oak Street”) and its advisory business (the “Oak Street Acquisition”).

Wellfleet Acquisition

On April 1, 2022, the Company completed its acquisition of Wellfleet Credit Partners, LLC (“Wellfleet”), a manager of collateralized loan obligations (“CLOs”) (the “Wellfleet Acquisition,” and collectively with the Oak Street Acquisition and the Dyal Acquisition, the “Acquisitions”).

See Note 3 for additional information.

On April 1, 2022, the Company completed its acquisition of Blue Owl Liquid Credit Partners (f/k/a Wellfleet Credit Partners, LLC “Wellfleet”), a manager of collateralized loan obligations (“CLOs”) (the “Wellfleet Acquisition”).

Par Four Acquisition

On August 15, 2023, the Company acquired the rights to certain CLO management agreements, related assets and personnel from Par Four CLO Management LLC (“Par Four”) (the “Par Four Acquisition”).

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

CHI Acquisition

On December 1, 2023, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Cowen Healthcare Investments (“CHI”) (the “CHI Acquisition,” and collectively with the Dyal Acquisition, Oak Street Acquisition, Wellfleet Acquisition, and Par Four Acquisition, the “Acquisitions”).

Registrant’s Capital Structure

15 unchanged sentences

No Class B Shares have been issued from inception through December 31, 2023.

As of December 31, 2023 and 2022, 350,000,000 Class B shares, par value $ 0.0001 per share, are authorized, and none are issued or outstanding.

Common Units (as defined below) held by certain senior members of management (“Principals”) are exchangeable on a one -for-one basis for Class B Shares.

12 unchanged sentences

Class E Shares and Seller Earnout Units (defined below) are collectively referred to as “Earnout Securities.”

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

In connection with the Business Combination, the Company issued two series of Class E Shares:

10 unchanged sentences

See Note 8 for additional information.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Warrants —In connection with the Business Combination, the Company issued warrants to purchase Class A Shares at a price of $ 11.50 per share.

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Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Incentive Units —Incentive Units are Class P limited partner interests in the Blue Owl Operating Partnerships granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions, as further discussed in Note 8.

9 unchanged sentences

Upon meeting the respective Class E Triggering Events, Seller Earnout Units not held directly or indirectly by the Registrant automatically became Common Units, whereas the Seller Earnout Units held directly or indirectly by the Registrant automatically became GP Units.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Series E-1 Seller Earnout Units had a Class E Triggering Event on July 21, 2021.

15 unchanged sentences

The Program replaced the previously authorized program (collectively, the “Programs”) under which the Company repurchased 2,000,000 shares during the first quarter of 2022.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Pursuant to the terms of the Company’s RSU awards, upon the vesting of RSUs to employees, the Company net settles awards to satisfy employee tax withholding obligations.

2 unchanged sentences

The remaining 183,466 Public Warrants were redeemed for $ 0.10 per warrant.

Total cash proceeds generated from exercises of the Public Warrants during the year ended December 31, 2022 were $ 0.2 million.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Acquisitions-Related Earnouts

Units December 31, 2022

Oak Street Earnout Units 26,074,330

Wellfleet Earnout Shares 940,668

In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units (“Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events are based on achieving a certain level of quarterly management fee revenues from existing and future Oak Street products.

In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout.

See Note 3 for additional information.

In connection with the Wellfleet Acquisition, the Company agreed to make additional payments of cash (“Wellfleet Earnout Cash”) and Class A Shares (“Wellfleet Earnout Shares” and collectively with the Wellfleet Earnout Cash, the “Wellfleet Earnouts”) to the sellers in three tranches at each anniversary following the closing of the transaction for three years , contingent upon the continued employment of certain Wellfleet employees (“Wellfleet Triggering Events”).

In April 2023, the Company modified the Wellfleet Earnout Shares arrangement, such that the settlement of the Wellfleet Earnout Shares would be in cash at each payment date, including the settlement of the First Wellfleet Earnouts during the second quarter of 2023.

See Note 3 for additional information.

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In the opinion of management, all adjustments necessary for a fair presentation of the Company’s Financial Statements have been included and are of a normal and recurring nature.

The Company’s comprehensive income (loss) is comprised solely of consolidated and combined net income (i.e., the Company has no other comprehensive income).

The Company’s comprehensive income (loss) is comprised solely of consolidated and combined net income (loss) (i.e., the Company has no other comprehensive income).

Prior to the Business Combination, Blue Owl’s financial statements were prepared on a consolidated and combined basis.

4 unchanged sentences

As a result, the Company recorded the fair value of the net assets acquired as of the closing date of each respective acquisition, and operating results for each acquired business are included starting as of such each respective date.

During the third quarter of 2022, the Company began presenting investments separately on its consolidated and combined statements of financial condition.

Prior period amounts have been reclassified to conform to the current period presentation.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

During the fourth quarter of 2023, the Company renamed realized performance income to performance revenues on its consolidated and combined statements of operations.

Use of Estimates

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(iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets;

and (v) the qualitative and quantitative assessments of whether impairments of acquired intangible assets and goodwill exist.

and (v) the qualitative and quantitative assessments of whether impairments of intangible assets and goodwill exist.

Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations.

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The Company factors in all economic interests, including proportionate interests held through related parties, to determine if fees are variable interests.

The Company’s interests in the products it manages are primarily in the form of management fees, realized performance income, and insignificant direct or indirect equity interests, and therefore does not have variable interests in such entities.

The Company’s interests in the products it manages are primarily in the form of management fees, performance revenues, and insignificant direct or indirect equity interests, and therefore does not have variable interests in such entities.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion.

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(1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

For entities that are not VIEs, the Company evaluates such entities (“VOEs”) under the voting interest model.

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As of December 31, 2023, and December 31, 2022, the estimates of current expected credit losses were not material.

For certain debt and equity investments in the Company’s products, as well as corporate bonds, the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings.

For certain debt and equity investments in the Company’s products, the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings.

Such elections are irrevocable and are applied on an investment-by-investment basis at initial recognition.

Realized and changes in unrealized gains (losses) on investments are included within net losses on investments in the consolidated and combined statements of operations.

Realized and changes in unrealized gains (losses) on investments are included within net gains (losses) on investments in the consolidated and combined statements of operations.

See Note 9 for additional information.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The Company adopted Accounting Standards Update 2016-02, Leases (Topic 842), as amended , on January 1, 2021 (“ASC 842”).

7 unchanged sentences

Right-of-use assets and liabilities related to operating leases are included within operating lease assets and operating lease liabilities, respectively, in the Company’s consolidated and combined statements of financial condition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments.

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Strategic Revenue-Share Purchase Consideration

On September 20, 2021, the Company entered into certain Agreements of Purchase and Sale (the “Strategic Revenue-Share Purchase”), whereby certain fund investors relinquished their rights to receive management fee shares with respect to certain existing and future GP Capital Solutions products.

In exchange for the foregoing, the Company issued 29,701,013 Class A Shares with a fair value of $ 455.0 million and paid cash of $ 50.2 million (net of previously accrued management fee shares payable and other receivable) to such fund investors.

The Company determined that it was not receiving a distinct good or service from the customers as a result of the Strategic Revenue-Share Purchase, and therefore determined that the consideration paid to the customers represents a reduction of the transaction price (i.e., a reduction to revenue).

Accordingly, the total consideration paid was recorded within Strategic Revenue-Share Purchase consideration in the Company’s consolidated statements of financial condition and is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations.

Accordingly, the total consideration paid was recorded within Strategic Revenue-Share Purchase consideration in the Company’s consolidated and combined statements of financial condition and is being amortized as a reduction of management fees, net in the Company’s consolidated and combined statements of operations.

See Note 6 for additional information.

4 unchanged sentences

See Note 3 for additional information.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The Company uses its best estimates and assumptions to accurately assign fair value to identifiable intangible assets acquired at the acquisition date and the useful lives of those acquired intangible assets.

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Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

The Company tests finite-lived intangible assets for impairment if events occur or circumstances change indicating that the carrying amount of an intangible asset may not be recoverable.

The Company tests finite-lived intangible assets for impairment by performing a qualitative review of factors including growth projections for fee-paying assets under management, revenue, and general economic conditions, that require judgement in deciding whether there is an indication that the carrying amount of intangible assets may not be recoverable.

If an indication exists a quantitative analysis would be undertaken.

If an impairment exists, the Company adjusts the carrying value to equal the fair value by taking a charge through earnings.

No impairments have been recognized to-date on the Company’s acquired intangible assets.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Goodwill represents the excess of consideration over identifiable net assets of an acquired business.

The Company tests goodwill annually for impairment.

If, after assessing qualitative factors, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists.

If, after assessing qualitative factors such as management fees, FPAUM and other general economic conditions, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists.

If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings.

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Debt issuance costs associated with revolving credit facilities are presented within other assets, net in the consolidated and combined statements of financial condition, and such amounts are amortized to interest expense in the consolidated and combined statements of operations on a straight-line basis over the life of the related facility.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

TRA Liability

9 unchanged sentences

therefore, the Private Placement Warrants are precluded from being classified within equity and are accounted for as derivative liabilities.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Prior to the redemption of the Public Warrants in August 2022, the Public Warrants included a provision that, in the event of a tender offer or exchange offer made to and accepted by holders of more than 50 % of the outstanding Class A Shares, all holders of the warrants would be entitled to receive cash for their warrants.

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Earnout liabilities may expire and upon expiration, the consideration would not be paid or payable.

Prior to the Class E Triggering Events in 2021, the earnout liability also included amounts related to the Earnout Securities.

See Note 3 for additional information.

Noncontrolling Interests

5 unchanged sentences

Such interests are also presented as noncontrolling interests.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Revenue Recognition

1 unchanged sentence

administrative, transaction and other fees;

and realized performance income.

and performance revenues.

The Company recognizes revenues when such amounts are probable that a significant reversal would not occur.

9 unchanged sentences

For certain BDCs, the management fee base may also include uncalled capital commitments.

For the Company’s other Direct Lending products, management fees are typically based on gross or net asset value or investment cost, and also may include uncalled capital.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

For the Company’s other Credit products, management fees are typically based on gross or net asset value or investment cost, and also may include uncalled capital.

Management fees also include a fee based on the net investment income of the Company’s BDCs and similarly structured products (“Part I Fees”), which are subject to performance hurdles.

1 unchanged sentence

Management fees for the Company’s CLOs are generally based on the outstanding par value of the underlying collateral and recognized over time as the services are rendered.

Management fees for the Company’s GP minority equity investments strategy are generally based on a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments.

For the other GP Capital Solutions strategies, management fees are generally determined based on a percentage of investment cost.

Management fees for the Company’s net lease strategy are generally based on either a percentage of capital committed and/or called during the investment period, and thereafter generally based on the total cost of unrealized investments, or net asset value.

Management fees for the Company’s GP minority stakes strategy are generally based on a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments.

For the other GP Strategic Capital strategies, management fees are generally determined based on a percentage of investment cost.

Management fees for the Company’s net lease strategy are generally based on either a percentage of capital committed and/or called during the investment period, and thereafter generally based on the cost of unrealized investments, or net asset value.

Management fees, including Part I Fees, are generally cash settled every quarter and not subject to repayment, and therefore uncertainty underlying these fees are resolved each quarter.

5 unchanged sentences

The fees are generally recognized as income at the point in time when the services rendered are completed, as there is no ongoing performance requirement.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Administrative fees represent expenses incurred by certain professionals of the Company and reimbursed by products managed by the Company.

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The Company reports these reallowed commission payments to third parties within general, administrative and other expenses (i.e., on a gross basis) in the consolidated and combined statements of operations.

Realized Performance Income

The Company is entitled to receive certain realized performance income in the form of realized performance fees and carried interest from the products that it manages.

Realized performance income is based on the investment performance generated over time, subject to the achievement of minimum return levels in certain products.

Realized performance income from the Company’s BDCs and certain other products are realized at the end of a measurement period, typically quarterly or annually.

Once realized, such realized performance income is no longer subject to reversal.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

For certain non-BDC Direct Lending products and substantially all of the GP Capital Solutions and Real Estate products, realized performance income is in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

Performance Revenues

The Company is entitled to receive certain performance revenues in the form of performance fees and carried interest from the products that it manages.

Performance revenues are based on the product investment performance generated over time, subject to the achievement of minimum return levels in certain products.

Performance revenues from the Company’s BDCs and certain other products are realized at the end of a measurement period, typically quarterly or annually.

Once realized, such performance revenues are no longer subject to reversal.

For certain non-BDC Credit and Real Estate products, and substantially all of the GP Strategic Capital products, performance revenues are in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

The Company recognizes carried interest only to the extent that it is not probable that a significant reversal will occur for amounts recognized.

15 unchanged sentences

See Note 8 for additional information.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Foreign Currency

10 unchanged sentences

federal and state and local levels.

The Company is also subject to income tax in certain foreign jurisdictions in which it conducts business.

Deferred income tax assets and liabilities resulting from temporary differences between the GAAP and tax bases of assets and liabilities are measured at the balance sheet date using enacted income tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse.

The Company offsets deferred income tax assets and liabilities for presentation in its consolidated and combined statements of financial condition when such assets and liabilities are within the same taxpayer and related to the same taxing jurisdiction.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryback or carryforward periods under the enacted tax law in the applicable tax jurisdiction.

6 unchanged sentences

The Company considers the applicability and impact of all ASUs issued by the FASB.

None of the ASUs that have been issued but not yet adopted are expected to have a material impact on the Company’s Financial Statements.

ASUs not listed below were not applicable, not expected to have a material impact on the Company’s Financial Statements when adopted or did not have a significant impact on the Company’s Financial Statements upon adoption.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Standard Description Effective Date and

Method of Adoption Impact on Financial Statements

ASU 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures The guidance requires incremental disclosures related to a public entity's reportable segment disclosure requirements.

The amendments are as follows:

• Introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”).

• Extend certain annual disclosures to interim periods.

• Clarify single reportable segment entities must apply ASC 280 in its entirety.

• Require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

• Permit more than one measure of segment profit or loss to be reported under certain conditions.

The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements.

The Company plans to adopt the ASU beginning with the 2024 Form 10-K.

The Company is currently evaluating the impact of the required disclosures for entities with a single reportable segment, as well as the nature of other new quantitative and qualitative disclosures in the ASU.

ASU 2023-09—Income Taxes (Topic 740):

Improvements to Income Tax Disclosures The ASU enhances income tax disclosures for public business entities by requiring entities to disclose:

• A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e.

expected) tax further broken out by nature and/or jurisdiction.

• Income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, and amounts paid to an individual jurisdictions when 5% or more of the total income taxes paid.

The ASU also includes other amendments, such as replacing the term ‘public entity’ with ‘public business entity’ and the removal of certain disclosures.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The amendments in this update should be applied on a prospective basis.

Retrospective application is permitted.

The Company plans to adopt the ASU beginning with the 2025 Form 10-K.

The guidance will result in enhanced disclosures that will improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

ACQUISITIONS AND INTANGIBLE ASSETS, NET

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Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Dyal Capital’s results are included in the Company’s consolidated results starting from the Closing Date.

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(4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 540.0 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating

Approximately $ 540.0 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

During the year ended December 31, 2022, the provisional amount for working capital was

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Partnerships for tax purposes.

During the year ended December 31, 2022, the provisional amount for working capital was adjusted during the measurement period resulting in a $ 1.1 million increase to the carrying amount of goodwill.

December 31, 2023

adjusted during the measurement period resulting in a $ 1.1 million increase to the carrying amount of goodwill.

Subsequent to the measurement period during the fourth quarter of 2023, as a result of classification of assets held for sale the associated goodwill balance was reduced by $ 0.8 million.

The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 11.6 years, 13.0 years and 7.0 years, respectively.

For the year ended December 31, 2021, Oak Street’s results were not material to the Company’s consolidated results, as the transaction closed on December 29, 2021.

For the year ended December 31, 2021, we incurred $ 5.8 million of acquisition-related costs, which amount was included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

For the year ended December 31, 2021, the Company incurred $ 5.8 million of acquisition-related costs, which amount was included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

Oak Street Earnouts

The table below summarizes the Oak Street Earnouts and their respective Oak Street Triggering Events.

The Oak Street Triggering Events are subject to meeting a minimum level of quarterly management fees from Oak Street products and the triggering event for the second tranche may not occur in the same quarter as the first tranche.

The Oak Street Triggering Events are subject to meeting a minimum level of quarterly management fees from the Company’s Real Estate products and the triggering event for the second tranche may not occur in the same quarter as the first tranche.

In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout.

Oak Street Cash Earnout payable to a non-employee seller has been classified as contingent consideration on the Oak Street Acquisition, whereas Oak Street Earnouts payable to sellers that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period.

10 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Wellfleet Acquisition

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The Company incurred $ 3.7 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Wellfleet Earnouts

3 unchanged sentences

See Note 8 for additional information on the compensation-classified Wellfleet Earnout Shares.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

(dollars in thousands)

Wellfleet Earnouts Trigger Date Cash # of Shares

Wellfleet Earnouts Trigger Date Cash # of Shares to be Cash Settled

Contingent consideration:

7 unchanged sentences

Total $ 15,000 940,668

Par Four Acquisition

The following table presents the consideration, net identifiable assets acquired and goodwill related to the Par Four Acquisition:

(dollars in thousands)

Consideration

Cash Consideration $ 26,245

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Intangible assets - Investment management agreements $ 6,000

Due from related parties 468

Net Identifiable Assets Acquired $ 6,468

(1) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

The goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements had a weighted-average amortization period of 4.9 years from the date of acquisition.

Par Four’s results included in the Company’s consolidated results starting from the date the acquisition closed, August 15, 2023, and such amounts are not material to the Financial Statements.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

CHI Acquisition

The following table presents the consideration, net identifiable assets acquired and bargain purchase gain related to the CHI Acquisition:

(dollars in thousands)

Consideration

Cash Consideration $ 20

Net Identifiable Assets Acquired

Assets acquired:

Investments $ 20

Intangible assets:

Investment management agreements 5,200

Investor relationships 800

Other assets, net 1,791

Total assets acquired 7,811

Liabilities assumed:

Accrued expenses 300

Deferred revenue 1,491

Total liabilities assumed 1,791

Net Identifiable Assets Acquired $ 6,020

Bargain Purchase Gain $ ( 6,000 )

The acquired investment management agreements and investor relationships had weighted amortization periods from the date of acquisition of 3.2 years and 0.7 years, respectively.

The bargain purchase gain, which resulted primarily from the fair value of the identifiable intangible assets that we acquired exceeding the purchase consideration, is included within net gains (losses) on investments on the Company’s consolidated and combined statements of operations.

CHI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, December 1, 2023, and such amounts are not material to the Financial Statements.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Intangible Assets, Net

2 unchanged sentences

2023 December 31,

2021 Useful Life

(in years) Remaining Weighted-Average Amortization Period as of December 31, 2022

2022 Remaining Weighted-Average Amortization Period as of December 31, 2023

Intangible assets, gross:

Investment management agreements $ 2,222,320 $ 2,183,200 0.1 - 20.0 12.6 years

Investment management agreements (1)

$ 2,224,420 $ 2,222,320 11.7 years

Investor relationships 460,300 459,500 8.7 years

Trademarks 94,400 93,300 7.0 - 7.0 5.6 years

Trademarks (2)

94,400 94,400 0.0 years

Total intangible assets, gross 2,779,120 2,776,220

1 unchanged sentence

Investment management agreements (1)

( 471,104 ) ( 290,816 )

Investor relationships ( 103,608 ) ( 60,630 )

2 unchanged sentences

Total Intangible Assets, Net $ 2,110,008 $ 2,405,422

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

(1) As a result of classification of certain assets held for sale during the fourth quarter of 2023, the associated intangible assets balance and accumulated amortization related to the investment management agreements were reduced by $ 7.1 million and $ 2.0 million, respectively, and the Company recognized a $ 4.9 million loss (net of estimated selling costs), which is included within net gains (losses) on investments on the Company’s consolidated and combined statements of operations.

The transaction closed in January 2024.

(2) As a result of certain corporate actions taken during the first quarter of 2023, the estimated useful lives of acquired trademarks were updated.

The remaining unamortized balances were expensed as of June 30, 2023.

The following table presents expected future amortization of finite-lived intangible assets as of December 31, 2023:

4 unchanged sentences

Total $ 2,110,008

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Pro Forma Financial Information

Unaudited pro forma revenues were $ 1.4 billion, $ 1.0 billion and $ 591.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Unaudited pro forma net loss allocated to Class A Stockholders was $( 9.5 ) million, $( 198.2 ) million and $( 26.0 ) million for the years ended December 31, 2022, 2021 and 2020, respectively.

Unaudited pro forma revenues were $ 1.4 billion and $ 1.0 billion for the years ended December 31, 2022 and 2021, respectively.

Unaudited pro forma net loss allocated to Class A Stockholders was $( 9.5 ) million and $( 198.2 ) million for the years ended December 31, 2022 and 2021, respectively.

This proforma financial information was computed by combining the historical financial information of the Company, including Owl Rock and Altimar for periods prior to the Business Combination, and Dyal Capital and Oak Street as though these acquisitions were consummated on January 1, 2020, and as if the Wellfleet Acquisition was consummated on January 1, 2021.

10 unchanged sentences

2032 Notes 2/15/2032 400,000 400,000 — 392,766

2051 Notes 10/7/2051 350,000 350,000 — 337,922

Revolving Credit Facility 6/29/2028 1,550,000 205,000 1,338,300 205,000

6 unchanged sentences

2032 Notes 2/15/2032 400,000 400,000 — 391,819

2051 Notes 10/7/2051 350,000 350,000 — 337,478

Revolving Credit Facility 6/15/2027 1,115,000 210,000 899,876 210,000

Total $ 2,565,000 $ 1,660,000 $ 899,876 $ 1,624,771

Amounts available for the Company’s Revolving Credit Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases.

In May 2023, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 59.8 million aggregate principal amount of 7.397 % Senior Notes due 2028 (the “2028 Notes”).

The 2028 Notes bear interest at a fixed rate of 7.397 % per annum and mature on May 26, 2028.

Interest on the 2028 Notes is payable semi-annually in arrears on May 26 and November 26 of each year.

The 2028 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their respective subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

All or a portion of the 2028 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price;

provided, however, that if the Company redeems any amounts on or after April 26, 2028, the redemption price for the 2028 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest.

If a change of control repurchase event occurs, the 2028 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest.

The 2028 Notes also provide for customary events of default and acceleration.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

On June 10, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 700.0 million aggregate principal amount of 3.125 % Senior Notes due 2031 (the “2031 Notes”).

27 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Revolving Credit Facility

On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended on June 15, 2022, with a total borrowing capacity of $ 1.1 billion and a maturity date of June 15, 2027.

Borrowings under the Revolving Credit Facility may be used to finance working capital needs and general corporate purposes.

Borrowings under the Revolving Credit Facility bear interest at the Company’s discretion at a rate per annum of adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 1.25 % to 1.875 %, or (b) the greater of (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % and (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.25 % to 0.875 %.

The Company is subject to an undrawn commitment fee rate of 0.125 % to 0.375 % of the daily amount of available revolving commitment.

The average borrowing rates for borrowings made under the Company’s Revolving Credit Facility and prior revolving credit facilities were 5.10 % and 2.57 % for the years ended December 31, 2022 and 2021, respectively.

The Revolving Credit Facility contains customary events of defaults, as well as a financial covenant generally providing for a maximum net leverage ratio of 3.5 to 1.

The net leverage ratio is generally calculated as the ratio of total consolidated debt less unrestricted cash and cash equivalents (up to $ 500.0 million) to the trailing 12-month consolidated EBITDA (each as defined in the agreement).

The Revolving Credit Facility also requires the Company to maintain a minimum level of fee-paying assets under management of at least $ 50.5 billion as of December 31, 2022, plus 70 % of any new fee-paying assets under management as a result of any future acquisitions.

On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended in June 2023 to increase total borrowing capacity to $ 1.6 billion and extend the maturity date to June 29, 2028.

Amounts available for the Revolving Credit Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases.

The borrowing rates for balances outstanding under the Revolving Credit Facility as of December 31, 2023 and December 31, 2022, were 6.96 % and 6.02 % , respectively.

The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices.

17 unchanged sentences

Operating leases 5.4 % 4.0 %

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

2023 $ 11,406

Thereafter 301,732

2 unchanged sentences

Total Lease Liabilities $ 319,532

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Amounts presented in the table above are presented net of tenant improvement allowances and reflect the impacts of rent holiday periods.

1 unchanged sentence

Such lease payments are not included in the table above or the Company’s consolidated and combined statements of financial condition as operating lease assets and operating lease liabilities.

These operating lease payments are anticipated to commence in the second half of 2024 and continue for approximately 15 years.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

These operating lease payments are anticipated to commence in 2024 and continue for approximately 14.0 years.

The following table presents a disaggregated view of the Company’s revenues:

1 unchanged sentence

(dollars in thousands) 2023 2022 2021

Direct Lending Products

Credit Platform

Diversified lending $ 637,999 $ 480,874 $ 348,363

2 unchanged sentences

Opportunistic lending 9,707 8,756 3,993

CLOs 19,440 — —

Liquid credit 27,936 19,440 —

Other 1,491 — —

Management Fees, Net 899,902 639,975 433,630

Administrative, transaction and other fees 154,537 112,003 131,461

Realized performance income — 5,906 —

Total GAAP Revenues - Direct Lending Products 751,978 570,997 249,815

GP Capital Solutions Products

GP minority equity investments 513,613 233,505 —

Performance revenues 1,276 — 5,906

Total GAAP Revenues - Credit Platform 1,055,715 751,978 570,997

GP Strategic Capital Platform

GP minority stakes 526,502 513,613 233,505

GP debt financing 16,921 13,611 10,215

Professional sports minority investments 1,611 477 —

Professional sports minority stakes 2,409 1,611 477

Strategic Revenue-Share Purchase consideration amortization ( 40,858 ) ( 37,383 ) ( 9,892 )

1 unchanged sentence

Administrative, transaction and other fees 31,822 26,986 18,576

Total GAAP Revenues - GP Capital Solutions Products 518,438 252,881 —

Real Estate Products

Total GAAP Revenues - GP Strategic Capital Platform 536,796 518,438 252,881

Real Estate Platform

Net lease 122,365 80,179 —

1 unchanged sentence

Administrative, transaction and other fees 14,387 6,906 —

Realized performance income 12,221 — —

Total GAAP Revenues - Real Estate Products 99,306 — —

Performance revenues 2,345 12,221 —

Total GAAP Revenues - Real Estate Platform 139,097 99,306 —

Total GAAP Revenues $ 1,731,608 $ 1,369,722 $ 823,878

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The table below presents the beginning and ending balances of the Company’s management fees, realized performance income and administrative, transaction and other fees receivable and unearned management fees.

December 31, 2023

The table below presents the beginning and ending balances of the Company’s management fees, performance revenues and administrative, transaction and other fees receivable and unearned management fees.

Substantially all of the amounts receivable are collected during the following quarter.

1 unchanged sentence

The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period.

Management fees, realized performance income and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated and combined statements of financial condition.

Management fees, performance revenues and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated and combined statements of financial condition.

Year Ended December 31,

6 unchanged sentences

Ending balance $ 42,059 $ 44,060

Realized Performance Income Receivable

Performance Revenues Receivable

Beginning balance $ 1,132 $ 10,496

4 unchanged sentences

The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration.

The consideration paid, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized.

The consideration paid in 2021, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated and combined statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized.

Year Ended December 31,

1 unchanged sentence

Beginning Balance $ 457,939 $ 495,322

Consideration paid — 505,214

Amortization ( 40,858 ) ( 37,383 )

1 unchanged sentence

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

OTHER ASSETS, NET

13 unchanged sentences

EQUITY-BASED COMPENSATION

The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the 2021 Omnibus Equity Incentive Plan (“2021 Equity Incentive Plan”).

Equity-based compensation awards are generally subject to a three to five -year requisite service period, although certain grants are immediately vested at grant.

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 19,734,378 remain available as of December 31, 2023.

16 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The table below presents activity related to the Company’s unvested equity-based compensation awards for the year ended December 31, 2023.

Incentive Units RSUs Oak Street Earnout Units Wellfleet Earnout Shares

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Shares Weighted Average Grant Date Fair Value Per Share

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

December 31, 2022 25,161,612 $ 13.45 15,546,806 $ 12.44 26,074,330 $ 12.53 862,275 $ 11.44

14 unchanged sentences

Incentive Units

The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount ranging from 13 % - 18 % during 2022 and 11 % - 12 % during 2021 for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of Incentive Units granted during the year ended December 31, 2021 was $ 13.87 .

The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount ranging from 6.0 % - 8.5 % during 2023, 13 % - 18 % during 2022 and 11 % - 12 % during 2021 for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of Incentive Units granted during the years ended December 31, 2023, 2022 and 2021 was $ 11.27 , $ 9.93 and $ 13.87 , respectively.

The aggregate fair value of Incentive Units that vested during the years ended December 31, 2023, 2022 and 2021 was $ 100.1 million, $ 63.0 million and $ 2.4 million, respectively.

As of December 31, 2023, unamortized expense related to Incentive Units was $ 191.6 million, with a weighted-average amortization period of 2.8 years.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

RSUs Modified from Liability Award on Business Combination Date

5 unchanged sentences

Accordingly, the Company reclassified the existing liability to equity on the Business Combination Date.

The grant date fair value of other RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and as applicable a discount ranging from 13 % - 14 % during 2022 and 11 % - 12 % during 2021 for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of other RSUs granted during the year ended December 31, 2021 was $ 13.92 .

The grant date fair value of other RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and as applicable a discount ranging from 6 % - 8.5 % during 2023, 13 % - 14 % during 2022 and 11 % - 12 % during 2021 for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of other RSUs granted during the years ended December 31, 2023, 2022 and 2021 was $ 12.01 , $ 10.43 and $ 13.92 , respectively.

The aggregate fair value of other RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $ 44.5 million, $ 4.0 million and $ 27.5 million, respectively, which amounts are inclusive of RSUs that vested and have not yet been settled in Class A Shares.

As of December 31, 2023, unamortized expense related to RSUs was $ 158.9 million, with a weighted-average amortization period of 2.9 years.

3 unchanged sentences

The weighted-average grant date fair value of Oak Street Earnout Units granted during the year ended December 31, 2021 was $ 12.53 .

As of December 31, 2022, unamortized expense related to the Oak Street Earnout Units was $ 80.6 million, with a weighted average amortization period of 1.0 year.

In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout.

Wellfleet Earnout Shares

The grant date fair value of the Wellfleet Earnout Shares treated as compensation was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period.

As of December 31, 2022, unamortized expense related to the Wellfleet Ea rnout Shares was $ 7.4 million, with a weighted-average amortization period of 2.3 years .

The weighted-average grant date fair value of the Wellfleet Earnout Shares granted during the year ended December 31, 2022 was $ 11.44 .

In April 2023, the Company modified its purchase agreement with the Wellfleet sellers, such that Wellfleet Earnout Shares will be delivered in cash in lieu of Wellfleet Earnout Shares.

As a result of the modification, the Second and Third Wellfleet Earnout Shares were changed from equity-classified to liability-classified on the modification date with the liability recorded at fair value at each reporting period, with the related expense subject to a floor equal to the original grant date fair value.

The First Wellfleet Earnout vested and was cash settled in April 2023 and such settlement was treated as a cash settlement of an equity-classified arrangement.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

INVESTMENTS AND FAIR VALUE DISCLOSURES

6 unchanged sentences

Equity investments in the Company's products, at fair value

76,258 14,079

Investments in the Company's CLOs, at fair value 2,521 2,843

Corporate bonds, at fair value — 1,311

Total $ 344,265 $ 317,231

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Fair Value Measurements Categorized within the Fair Value Hierarchy

18 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022:

13 unchanged sentences

Investments, at Fair Value

Corporate bonds $ — $ 1,311 $ — $ 1,311

Equity investments in the Company's products $ — $ 14,079 $ — $ 14,079

CLOs — — 2,843 2,843

Total Assets, at Fair Value $ — $ 14,079 $ 2,843 $ 16,922

Liabilities, at Fair Value

4 unchanged sentences

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Reconciliation of Fair Value Measurements Categorized within Level III

Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other income (loss) in the consolidated and combined statements of operations.

Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other loss in the consolidated and combined statements of operations.

There were no transfers in or out of Level III.

The following table sets forth a summary of changes in the fair value of the Level III measurements for the years ended December 31, 2022 and December 31, 2021:

Year Ended December 31, 2022 Level III Assets

(dollars in thousands) Investment in CLOs

The following table sets forth a summary of changes in the fair value of the Level III measurements for the years ended December 31, 2023 and 2022:

(dollars in thousands) Level III Assets

Investment in CLOs

Year Ended December 31,

Beginning balance $ 2,843 $ —

6 unchanged sentences

Beginning balance $ 120,587 $ 8,550 $ 172,070 $ 301,207

Issuances — — 13,782 13,782

Net losses (gains) 9,262 ( 17,200 ) 14,488 6,550

Settlements — — ( 86,250 ) ( 86,250 )

Net (gains) losses ( 4,189 ) 14,050 6,299 16,160

Ending Balance $ 116,398 $ 22,600 $ 92,119 $ 231,117

Change in net unrealized losses (gains) on liabilities still recognized at the reporting date $ 9,262 $ ( 17,200 ) $ 14,488 $ 6,550

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 4,189 ) $ 14,050 $ 6,175 $ 16,036

Year Ended December 31, 2022 Level III Liabilities

2 unchanged sentences

Issuances — — 13,782 13,782

Settlement of Earnout Securities liability — — ( 1,325,532 ) ( 1,325,532 )

Net losses 9,680 16,619 834,255 860,554

Net losses (gains) 9,262 ( 17,200 ) 14,488 6,550

Ending Balance $ 120,587 $ 8,550 $ 172,070 $ 301,207

Change in net unrealized losses on liabilities still recognized at the reporting date $ 9,680 $ 16,619 $ — $ 26,299

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 9,262 $ ( 17,200 ) $ 14,488 $ 6,550

Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III

2 unchanged sentences

These investments are generally classified as Level II.

The majority of this balance is subject to a one-year minimum holding period, which will expire in the fourth quarter of 2023.

The remaining balance is generally redeemable on a monthly basis at the Company’s option.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The fair value of CLOs are determined based on inputs from independent pricing services.

These investments are classified as Level III.

The Company obtains prices from independent pricing services that utilizes a discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality.

Corporate Bonds

The fair value of corporate bonds are estimated based on quoted prices in markets that are not active, dealer quotations or alternative pricing sources supported by observable inputs.

These investments are generally classified as Level II.

The Company obtains prices from independent pricing services that generally utilize broker quotes and may use various other pricing techniques, which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data.

The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

TRA Liability

9 unchanged sentences

Earnout Liability

During 2022, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts, each of which were deemed to be contingent consideration on the respective Acquisitions.

During 2021, the earnout liability was comprised of the Earnout Securities, which were settled prior to December 31, 2021, and the Oak Street Cash Earnout.

The fair value of the Oak Street Cash Earnout was determined using a Monte Carlo simulation model.

The model incorporates management revenue forecast and makes the following adjustments:

As of December 31, 2023 and December 31, 2022, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts, each of which were deemed to be contingent consideration on the Oak Street Acquisition and Wellfleet Acquisition, respectively.

The fair value of the Oak Street Cash Earnout was determined using a discounted cash flow model as of December 31, 2023 and a Monte Carlo simulation model as of December 31, 2022.

During the three months ended June 30, 2023, the quarterly management fee requirement associated with the Second Oak Street Earnout was met.

As a result, the Company changed the valuation technique to a discounted cash flow model, as historical revenue volatility is no longer relevant to the analysis and only the passage of time remains an input to the fair value.

The Monte Carlo simulation model incorporated management’s revenue forecast and made the following adjustments:

historical revenue volatility, risk free rate based on U.S.

Treasuries for a maturity similar to the expected remaining life and a discount rate to adjust management’s revenue forecast from a risk-based forecast to a risk-neutral forecast.

The fair value of the Earnout Securities was determined using a Monte Carlo simulation model.

The Company estimated the volatility of its Class A Shares based on the volatility implied by a review of historical volatility for similar publicly traded companies over a horizon that matched the expected remaining life of the Earnout Securities at each measurement date and the risk-free interest rate was based on U.S.

Treasuries for a maturity similar to the expected remaining life.

The fair value of the Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model, which incorporates a discount rate based on the Company’s credit rating.

The fair value of the Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III

5 unchanged sentences

Earnout liability:

Oak Street Earnouts 158,497 Monte Carlo Simulation Revenue Volatility 50 % - 50 % 50 % Increase

Discount Rate 17 % 17 % 17 % Decrease

Oak Street Earnouts 82,875 Discounted cash flow Discount Rate 16 % - 16 % 16 % Decrease

Wellfleet Earnouts 9,244 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Total Liabilities, at Fair Value $ 231,117

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2022:

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input

CLOs $ 2,843 Discounted cash flow Yield 16 % - 19 % 17 % Decrease

TRA liability $ 120,587 Discounted cash flow Discount Rate 11 % - 11 % 11 % Decrease

3 unchanged sentences

Discount rate 17 % - 17 % 17 % Decrease

Wellfleet Earnouts 13,573 Discounted cash flow Discount rate 6 % - 6 % 6 % Decrease

Total Liabilities, at Fair Value $ 301,207

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Fair Value of Other Financial Instruments

As of December 31, 2023, the fair value of the Company’s debt obligations was approximately $ 1.4 billion compared to a carrying value of $ 1.7 billion, of which $ 1.2 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of December 31, 2022, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of December 31, 2021, management estimates that the carrying value of the Company’s other investments and debt obligations, which are not carried at fair value, approximated their fair values, and such fair value measurements for the other investments are categorized as Level III and its debt obligations are categorized as Level I within the fair value hierarchy.

As of December 31, 2022, the fair value of the Company’s debt obligations was approximately $ 1.3 billion compared to a carrying value of $ 1.6 billion, of which $ 1.1 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of December 31, 2023 and December 31, 2022, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

The Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and their underlying assets and liabilities.

6 unchanged sentences

Substantially all of the Company’s income before tax is earned in the United States.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The following table presents the components of the Company’s income tax expense (benefit):

16 unchanged sentences

$ 25,608 $ ( 9,380 ) $ ( 65,211 )

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The following table sets forth the reconciliation of the Company’s effective rate to the statutory rate:

9 unchanged sentences

(1) The statutory rate presented is using the U.S.

federal corporate tax rate for the years ended December 31, 2022 and 2021, and the UBT rate for the year ended December 31, 2020.

federal corporate tax rate for the years ended December 31, 2023, 2022 and 2021.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

As of December 31, 2023 and 2022 the income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows:

20 unchanged sentences

If recognized, $ 8.4 million would reduce the effective tax rate.

For the year ended December 31, 2022, interest and penalties on these unrecognized tax benefits of $ 0.2 million has been accrued through income tax benefit in the consolidated and combined statements of operations.

For the year ended December 31, 2023, interest and penalties on these unrecognized tax benefits of $ 0.7 million has been accrued through income tax expense (benefit) in the consolidated and combined statements of operations.

Over the next 12 months, the Company expects that it is reasonably possible for the gross unrecognized tax benefits to increase by $ 4.0 million.

Upon settlement of an audit, the change in the unrecognized tax benefit would result from payment or income statement recognition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The following table presents the Company’s unrecognized tax benefits relating to uncertain tax positions:

5 unchanged sentences

Ending Balance $ 8,399 $ 4,784 $ —

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

In connection with and subsequent to the Business Combinations, the Company recognized various adjustments to deferred tax assets and liabilities within additional paid-in capital, as well as related impacts to the TRA liability, related to capital transactions.

8 unchanged sentences

The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The table below presents management’s estimate as of December 31, 2023, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

9 unchanged sentences

In addition, the Company has unfunded commitments under a promissory note with one of its products, as further discussed in Note 12.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Indemnification and Guarantee Arrangements

In the normal course of business, the Company enters into contracts that contain indemnities or guarantees for related parties of the Company, including the Company’s products, as well as persons acting on behalf of the Company or such related parties and third parties.

The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition.

As of December 31, 2023, the Company has not had prior claims or losses pursuant to these arrangements.

5 unchanged sentences

These amounts are included within due from related parties in the Company’s consolidated and combined statements of financial condition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

(dollars in thousands) December 31, 2022 December 31, 2021

(dollars in thousands) December 31,

2023 December 31,

Management fees $ 243,203 $ 262,059

Realized performance income 1,132 10,496

Performance revenues 2,975 1,132

Administrative fees 42,059 44,060

3 unchanged sentences

Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by products it manages.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 53.5 million, $ 37.2 million and $ 13.0 million during the years ended December 31, 2022, 2021 and 2020, respectively.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 74.4 million, $ 53.5 million and $ 37.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Dealer Manager Revenues

Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 29.9 million, $ 8.2 million and $ 3.9 million during the years ended December 31, 2022, 2021 and 2020, respectively.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 46.0 million, $ 29.9 million and $ 8.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Substantially all of these dealer manager revenues are subsequently paid out to third party broker-dealers, and such payments are recorded within general, administrative and other expenses on the consolidated and combined statements of operations.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Expense Support and Caps Arrangements

10 unchanged sentences

On August 8, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 250.0 million.

On November 9, 2023, the promissory note was amended to maintain the total borrowing capacity of $ 250.0 million upon repayment of borrowings and established a maturity date of June 30, 2024 unless extended.

The promissory note bears interest at a rate of SOFR plus 1.7 %, subject to change based on credit rating and leverage ratio.

As of December 31, 2022, $ 250.0 million was outstanding under the promissory note and the Company recorded $ 3.8 million of interest income for the year ended December 31, 2022.

As of December 31, 2023, $ 200.0 million was outstanding under this promissory note, and the Company recorded $ 16.6 million of interest income for the year ended December 31, 2023.

As of December 31, 2022, $ 250.0 million was outstanding under this promissory note and the Company recorded $ 3.8 million of interest income for the year ended December 31, 2022.

Interest is payable monthly in arrears and may be settled in cash or equity in the related product.

Any unpaid principal balance and unpaid accrued interest is payable on demand upon 120 days written notice by the Company.

Any unpaid principal balance and unpaid accrued interest is payable at maturity.

On November 15, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 15.0 million.

The promissory note bears interest at a rate of SOFR plus 4.75 %, with any such interest amounts capitalized monthly.

Any unpaid principal balance and unpaid accrued interest may be prepaid in full or in part any time prior to maturity in January 2026.

As of December 31, 2023, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.7 million of interest income for the year ended December 31, 2023.

As of December 31, 2022, $ 2.2 million was outstanding under this promissory note and the Company recorded $ 2 thousand of interest income for the year ended December 31, 2022.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

On November 15, 2022, the Company entered into a one-year , interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 15.0 million.

The promissory note bears interest at a rate of SOFR plus 4.75 %, with any such interest amounts capitalized monthly.

Any unpaid principal balance and unpaid accrued interest may be prepaid in full or part any time prior to the maturity date.

As of December 31, 2022, $ 2.2 million was outstanding under the promissory note and the Company recorded $ 2 thousand of interest income for the year ended December 31, 2022.

The Company was a party to an interest-bearing promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 50.0 million.

The Company lent and was repaid $ 30.0 million and recorded $ 4 thousand of interest income for the year ended December 31, 2020.

The unpaid principal balance and accrued interest were payable on demand upon 120 days written notice by the Company.

The promissory note matured on December 31, 2020.

December 31, 2023

EARNINGS (LOSS) PER SHARE

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Excluded Treasury stock method

Compensation-classified Wellfleet Earnout Shares Excluded Treasury stock method

Compensation-classified Wellfleet Earnout Shares (3)

Excluded Excluded

Contingent consideration-classified Wellfleet Earnout Shares (3)

Contingently issuable shares Contingently issuable shares

Excluded Excluded

Potentially Dilutive Instruments of the Blue Owl Operating Group:

6 unchanged sentences

If-converted method

Earnout Securities (6)

Contingently issuable shares Contingently issuable shares

If-converted method

(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares.

These RSUs do not participate in dividends until settled in Class A Shares.

These vested RSUs totaled 10,834,220 for the year ended December 31, 2022, and 9,191,642 for the period from May 19, 2021 to December 31, 2021.

These vested RSUs totaled 11,222,103 for the year ended December 31, 2023, 10,834,220 for the year ended December 31, 2022 and 9,191,642 for the period from May 19, 2021 to December 31, 2021.

(2) The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income (loss) for the period.

(3) During the second quarter of 2023, the Company modified the Wellfleet Earnout Shares arrangement such that settlement of the Wellfleet Earnout Shares would be in cash at each payment date.

As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for the year ended December 31, 2023.

As of December 31, 2022, the Wellfleet Triggering Events with respect to the Wellfleet Earnout Shares had not occurred, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the year ended December 31, 2022.

However, had December 31, 2022 also been the end of the contingency period for the Wellfleet Earnout Shares, the Wellfleet Triggering Events would have occurred, and therefore the Wellfleet Earnout Shares have been included in the calculation of diluted earnings (loss) per share for the year ended December 31, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

(4) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.

For Earnout Securities carried at fair value, the numerator is also adjusted for changes in fair value impacting net income (loss) for the period.

(5) As of December 31, 2022 and 2021, the Oak Street Triggering Events with respect to the Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings (loss) per share for the year ended December 31, 2022.

However, had December 31, 2022, also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the First Oak Street Earnout Units have been included in the calculation of diluted earnings (loss) per share for the year ended December 31, 2022.

Had December 31, 2021, also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Event would not have occurred, and therefore the First Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the period from May 19, 2021, to December 31, 2021.

(5) As of December 31, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings per share for the year ended December 31, 2023.

As of December 31, 2022 and 2021, the Oak Street Triggering Events with respect to the First and Second Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings (loss) per share for the year ended December 31, 2022.

However, had December 31, 2023, also been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the Second Oak Street Earnout Units have been included in the calculation of diluted earnings per share for the year ended December 31, 2023.

Had December 31, 2022, or December 31, 2021, also been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have not occurred, and therefore the Second Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the year ended December 31, 2022, or for the period from May 19, 2021, to December 31, 2021.

(6) As of December 31, 2021, the Class E Triggering Events with respect to the Earnout Securities had been met and no Earnout Securities remained outstanding.

Had December 31, 2022 also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Events would have occurred, and therefore the First Oak Street Earnout Units have been included in the calculation of diluted earnings (loss) per share for the year ended December 31, 2022.

Had December 31, 2021 also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Event would not have occurred, and therefore the First Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the period from May 19, 2021, to December 31, 2021.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Year Ended December 31, 2023 Net Income Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

Basic $ 54,343 463,233,832 $ 0.12

Effect of dilutive securities:

Unvested RSUs — 4,983,668 —

Warrants ( 4,584 ) 232,558 —

Vested Common Units — — 956,118,687

Vested Incentive Units — — 8,488,003

Unvested Incentive Units — — 24,949,429

Oak Street Earnout Units — 9,558,857 —

Diluted $ 49,759 478,008,915 $ 0.10

Year Ended December 31, 2022 Net Loss Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

21 unchanged sentences

Diluted $ ( 1,757,303 ) 1,315,186,416 $ ( 1.34 )

For periods prior to the Business Combination, earnings per share results in values that would not be meaningful to the users of the Financial Statements, as the Company’s capital structure completely changed as a result of the Business Combination.

Therefore, earnings (loss) per share information has not been presented for periods prior to the Business Combination.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2023

SUBSEQUENT EVENTS

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures