BLUE OWL CAPITAL INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our Financial Statements; 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. 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. 86 Table of Contents Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023. The Company's independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of the Company's internal control over financial reporting, which is included in the opinion starting on page F-2 of this report. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. 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.” Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 87 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. Item 11. Executive Compensation. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. Item 14. Principal Accountant Fees and Services. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. 88 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. 1. The financial statements included in this report are listed on page F-1 . 2. Financial statement schedules: None. 3. Exhibits included or incorporated by reference herein: See Exhibit Index on the following page. Item 16. Form 10-K Summary. None. 89 Table of Contents Exhibit Index Exhibit Number Description 2.1 † Business Combination Agreement, dated as of December 23, 2020, as amended from time to time, by and among Altimar, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.2 † Amendment to Business Combination Agreement, dated as of January 4, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.3 † Second Amendment to Business Combination Agreement, dated as of March 25, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.4 † Third Amendment to Business Combination Agreement, dated as of April 11, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.5 Agreement and Plan of Merger, dated October 17, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 18, 2021) 2.6 First Amendment to the Agreement and Plan of Merger, dated as of December 23, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC, GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC. (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 3.1 Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 3. 2 Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 10-Q filed on May 5, 2022) 3. 3 Amended and Restated Bylaws of Blue Owl Capital Inc. (incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on November 9, 2021) 4.1 * Description of Securities 4.2 Amended and Restated Warrant Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Computershare Trust Company, N.A. and Computershare Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 4.3 Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021) 4.4 First Supplemental Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021) 4.5 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) 4.6 Second Supplemental Indenture dated as of October 7, 2021 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 for purposes of Section 6.3 and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 7, 2021) 4.7 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) 4.8 Third Supplemental Indenture dated as of February 15, 2022 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 (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on February 15, 2022) 4.9 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) 90 Table of Contents Exhibit Number Description 4.10 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) 4.11 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) 10.1 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 (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc. Annual Report on Form 10-K filed on February 27, 2023) 10.2 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) 10. 3 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. Current Report on Form 8-K filed on May 21, 2021) 10. 4 Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10. 5 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) 10.6 * First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP, dated December 20, 2023 10.7 * First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP, dated December 20, 2023 10.8 + Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10. 9 + Amendment No. 1 to Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10.10 + Form of Incentive Unit Grant Agreement (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10.11 + Form of RSU Award Agreement for Directors (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10.1 2 + Form of RSU Award Agreement for Employees (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10.1 3 Exchange Agreement, dated as of May 19, 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 (incorporated by reference to Exhibit 10.7 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10.14 * 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 10.1 5 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10.1 6 Transition Services Agreement, dated as of May 19, 2021, by and between Blue Owl Capital Inc. and Neuberger Berman Group LLC (incorporated by reference to Exhibit 10.9 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10.1 7 + 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 Doug Ostrover (incorporated by reference to Exhibit 10.4 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020) 10.1 8 + 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 Marc Lipschultz (incorporated by reference to Exhibit 10.5 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020) 10.1 9 + 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. Rees (incorporated by reference to Exhibit 10.6 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020) 10. 20 Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 91 Table of Contents Exhibit Number Description 10. 2 1 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. Current Report on Form 8-K filed on September 20, 2021) 10.2 2 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 Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.2 3 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Koch Financial Assets III, LLC (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.2 4 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Koch Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.2 5 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.2 6 Investor Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Douglas Ostrover, Marc Lipschultz, Michael Rees and Marc Zahr (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 10.27 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) 10.28 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) 10.2 9 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. Current Report on Form 8-K filed on December 30, 2021) 10. 30 + 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. Current Report on Form 8-K filed on December 30, 2021) 10. 31 + 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 Douglas I. Ostrover (incorporated by reference to Exhibit 10.22 of Blue Owl Capital Inc. Annual Report on Form 10-K, filed on February 28, 2022) 10. 32 + 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 Marc S. Lipschultz (incorporated by reference to Exhibit 10.23 of Blue Owl Capital Inc. Annual Report on Form 10-K, filed on February 28, 2022) 10. 33 + First Amendment to Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Holdings, LLC and Marc Zahr (incorporated by reference to Exhibit 10.24 of Blue Owl Capital Inc. Annual Report on Form 10-K, filed on February 28, 2022) 10.34 +† 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. Quarterly Report on Form 10-Q filed on August 8, 2023) 10.35 +† 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) 10.36 * 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 21.1 * Subsidiaries of the Registrant 23.1 * Consent of KPMG LLP 31.1 * 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 92 Table of Contents Exhibit Number Description 31.2 * 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 31.3 * 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 32.1 ** 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 32.2 ** 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 32.3 ** 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 97.1 * 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, 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) * Filed herewith ** Furnished herewith. 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 93 Table of Contents SIGNATURES 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. Date: February 23, 2024 Blue Owl Capital Inc. By: /s/ Alan Kirshenbaum Alan Kirshenbaum Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Douglas I. Ostrover Co-Chief Executive Officer and Director February 23, 2024 Douglas I. Ostrover (Principal Executive Officer) /s/ Marc S. Lipschultz Co-Chief Executive Officer and Director February 23, 2024 Marc S. Lipschultz (Principal Executive Officer) /s/ Craig W. Packer Co-President and Director February 23, 2024 Craig W. Packer /s/ Michael Rees Co-President and Director February 23, 2024 Michael Rees /s/ Marc Zahr Co-President and Director February 23, 2024 Marc Zahr /s/ Alan Kirshenbaum Chief Financial Officer February 23, 2024 Alan Kirshenbaum (Principal Financial Officer and Principal Accounting Officer) /s/ Claudia Holz Director February 23, 2024 Claudia Holz /s/ Andrew S. Komaroff Director February 23, 2024 Andrew S. Komaroff /s/ Stacy Polley Director February 23, 2024 Stacy Polley /s/ Sean Ward Senior Managing Director and Director February 23, 2024 Sean Ward /s/ Dana Weeks Director February 23, 2024 Dana Weeks 94 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Consolidated and Combined Statements of Financial Condition as of December 31, 2023 and 2022 F- 4 Consolidated and Combined Statements of Operations for the years ended December 31, 2023, 2022 and 2021 F- 5 Consolidated and Combined Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021 F- 6 Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 F- 10 Notes to Consolidated and Combined Financial Statements F- 12 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Blue Owl Capital Inc.: Opinions on the Consolidated and Combined Financial Statements and Internal Control Over Financial Reporting 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, 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. In our opinion, the consolidated and combined financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective 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. Basis for Opinions The Company’s management is responsible for these consolidated and combined financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (Item 9A). Our responsibility is to express an opinion on the Company’s consolidated and combined financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated and combined financial statements included performing procedures to assess the risks of material misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated and combined financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the F-2 Table of Contents company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated and combined financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated and combined financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2016. New York, New York February 23, 2024 F-3 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Financial Condition (Dollars in Thousands, Except Per Share Data) December 31, 2023 December 31, 2022 Assets Cash and cash equivalents $ 104,160 $ 68,079 Due from related parties 367,136 357,921 Investments (includes $ 78,779 and $ 16,922 at fair value and $ 337,595 and $ 315,304 of investments in the Company’s products, respectively) 344,265 317,231 Operating lease assets 281,669 224,411 Strategic Revenue-Share Purchase consideration, net 417,081 457,939 Deferred tax assets 781,694 757,234 Intangible assets, net 2,110,008 2,405,422 Goodwill 4,224,153 4,205,159 Other assets, net 187,455 99,679 Total Assets $ 8,817,621 $ 8,893,075 Liabilities Debt obligations, net $ 1,681,241 $ 1,624,771 Accrued compensation 370,726 309,644 Operating lease liabilities 319,532 239,844 TRA liability (includes $ 116,398 and $ 120,587 at fair value, respectively) 879,509 820,960 Warrant liability, at fair value 22,600 8,550 Earnout liability, at fair value 92,909 172,070 Deferred tax liabilities 34,419 41,791 Accounts payable, accrued expenses and other liabilities 138,754 126,559 Total Liabilities 3,539,690 3,344,189 Commitments and Contingencies (Note 11) Stockholders’ Equity Class A Shares, par value $ 0.0001 per share, 2,500,000,000 authorized, 464,425,386 and 445,131,351 issued and outstanding, respectively 46 45 Class C Shares, par value $ 0.0001 per share, 1,500,000,000 authorized, 632,486,822 and 629,402,505 issued and outstanding, respectively 63 63 Class D Shares, par value $ 0.0001 per share, 350,000,000 authorized, 317,089,623 and 319,132,127 issued and outstanding, respectively 32 32 Additional paid-in capital 2,410,982 2,293,903 Accumulated deficit ( 882,884 ) ( 689,345 ) Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. 1,528,239 1,604,698 Stockholders’ equity attributable to noncontrolling interests 3,749,692 3,944,188 Total Stockholders’ Equity 5,277,931 5,548,886 Total Liabilities and Stockholders’ Equity $ 8,817,621 $ 8,893,075 The accompanying notes are an integral part of these consolidated and combined financial statements. F-4 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Operations (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2023 2022 2021 Revenues Management fees, net (includes Part I Fees of 387,346 , $ 233,993 and $ 150,370 respectively) $ 1,527,241 $ 1,211,606 $ 667,935 Administrative, transaction and other fees 200,746 145,895 150,037 Performance revenues 3,621 12,221 5,906 Total Revenues, Net 1,731,608 1,369,722 823,878 Expenses Compensation and benefits 870,642 894,686 1,496,988 Amortization of intangible assets 300,341 256,909 113,889 General, administrative and other expenses 242,809 220,610 140,268 Total Expenses 1,413,792 1,372,205 1,751,145 Other Loss 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 ) Change in TRA liability ( 1,656 ) ( 11,435 ) ( 13,848 ) Change in warrant liability ( 14,050 ) 34,634 ( 43,670 ) Change in earnout liability ( 6,409 ) ( 14,488 ) ( 834,255 ) 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). $ 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 ) Diluted $ 0.10 $ ( 0.02 ) $ ( 1.34 ) Weighted-Average Class A Shares Basic (1) 463,233,832 433,431,256 354,949,067 Diluted 478,008,915 433,431,256 1,315,186,416 (1) Included in the weighted-average Class A Shares outstanding were 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. See Note 13. The accompanying notes are an integral part of these consolidated and combined financial statements. F-5 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Changes in Stockholders’ Equity (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2023 2022 2021 Members’ Deficit Prior to the Business Combination Beginning balance $ — $ — $ ( 507,687 ) Distributions — — ( 103,143 ) Comprehensive income (loss) prior to the Business Combination Date — — 74,259 Transfer of predecessor members’ deficit to additional paid-in capital and noncontrolling interests — — 536,571 Ending Balance $ — $ — $ — Class A Shares Par Value Beginning balance $ 45 $ 40 $ — Impact of the Business Combination — — 32 Share issuance in connection with Strategic Revenue-Share Purchase — — 3 Settlement of Earnout Securities — — 1 Class C Shares and Common Units exchanged for Class A Shares 1 5 4 Ending Balance $ 46 $ 45 $ 40 Class C Shares Par Value Beginning balance $ 63 $ 67 $ — Impact of the Business Combination — — 63 Settlement of Earnout Securities — — 6 Class C Shares and Common Units exchanged for Class A Shares ( 1 ) ( 4 ) ( 4 ) Class C Shares issued as consideration related to the Oak Street Acquisition 1 — 2 Ending Balance $ 63 $ 63 $ 67 Class D Shares Par Value Beginning balance $ 32 $ 32 $ — Impact of the Business Combination — — 29 Settlement of Earnout Securities — — 3 Ending Balance $ 32 $ 32 $ 32 Class E Shares Par Value Beginning balance $ — $ — $ — Impact of the Business Combination — — 1 Settlement of Earnout Securities — — ( 1 ) Ending Balance $ — $ — $ — F-6 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Changes in Stockholders’ Equity (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2023 2022 2021 Additional Paid-in Capital Beginning balance $ 2,293,903 $ 2,160,934 $ — Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — — ( 138,133 ) Cash proceeds from the Business Combination — — 1,738,478 Offering costs related to the Business Combination — — ( 126,309 ) Allocation of cash proceeds to warrant liability — — ( 25,128 ) Allocation to earnout liability for Class E Shares issued in connection with the Business Combination — — ( 83,949 ) Deferred taxes recognized in the Business Combination — — 504,551 TRA liability recognized in the Business Combination — — ( 359,388 ) Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — — ( 325,222 ) Equity classified contingent consideration in connection with Wellfleet Acquisition ( 969 ) 969 — Deferred taxes on capital transactions 36,133 104,858 164,741 TRA liability on capital transactions ( 56,892 ) ( 138,851 ) ( 195,795 ) Exercise of warrants — 25,765 2 Equity-based compensation 16,422 11,820 331,926 Settlement of Earnout Securities — — 198,704 Acquisition of noncontrolling interests — — ( 74,684 ) Share issuance in connection with Strategic Revenue-Share Purchase — — 455,020 Offering costs related to share issuance in connection with Strategic Revenue-Share Purchase — — ( 687 ) Withholding taxes on vested RSUs ( 5,074 ) ( 773 ) — Class A Share repurchases — ( 78,789 ) — Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 127,459 207,970 96,807 Ending Balance $ 2,410,982 $ 2,293,903 $ 2,160,934 Accumulated Deficit Beginning balance $ ( 689,345 ) $ ( 497,506 ) $ — Cash dividends declared on Class A Shares ( 247,882 ) ( 182,550 ) ( 47,076 ) Comprehensive income (loss) 54,343 ( 9,289 ) ( 450,430 ) Ending Balance $ ( 882,884 ) $ ( 689,345 ) $ ( 497,506 ) Total Stockholders' Equity Attributable to Blue Owl Capital Inc. $ 1,528,239 $ 1,604,698 $ 1,663,567 F-7 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Changes in Stockholders’ Equity (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2023 2022 2021 Stockholders’ Equity Attributable to Noncontrolling Interests Beginning balance $ 3,944,188 $ 4,184,003 $ 6,526 Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — — ( 398,438 ) Common Units issued as consideration related to the Dyal Acquisition — — 4,285,359 Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — — ( 491,956 ) Allocation to earnout liability for Seller Earnout Units issued in the Business Combination — — ( 160,540 ) Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — — 325,222 Common Units issued as consideration related to the Oak Street Acquisition — — 329,767 Equity-based compensation 273,521 393,191 1,026,020 Settlement of Earnout Securities — — 1,126,828 Acquisition of noncontrolling interests — — ( 222,370 ) Contributions 49,627 32,721 15,734 Distributions ( 546,242 ) ( 425,164 ) ( 135,244 ) Withholding taxes on vested RSUs ( 10,376 ) ( 1,647 ) — 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 income (loss) 166,433 ( 30,946 ) ( 1,426,095 ) Ending Balance $ 3,749,692 $ 3,944,188 $ 4,184,003 Total Stockholders' Equity $ 5,277,931 $ 5,548,886 $ 5,847,570 F-8 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Changes in Stockholders’ Equity (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2023 2022 2021 Cash Dividends Paid per Class A Share $ 0.55 $ 0.43 $ 0.13 Number of Class A Shares Beginning balance 445,131,351 404,919,411 — Impact of the Business Combination — — 320,005,258 Share issuance in connection with Strategic Revenue-Share Purchase — — 29,701,013 Class A Share repurchases — ( 7,637,877 ) — Shares delivered on vested RSUs 1,310,137 329,768 — Settlement of Earnout Securities — — 14,990,864 Class C Shares and Common Units exchanged for Class A Shares 17,983,898 45,363,695 40,222,143 Exercise of warrants — 2,156,354 133 Ending Balance 464,425,386 445,131,351 404,919,411 Number of Class C Shares Beginning balance 629,402,505 674,766,200 — Impact of the Business Combination — — 628,380,707 Settlement of Earnout Securities — — 60,533,306 Class C Shares and Common Units exchanged for Class A Shares ( 17,983,898 ) ( 45,363,695 ) ( 40,222,143 ) 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 Number of Class D Shares 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 Settlement of Earnout Securities — — 24,475,754 Ending Balance 317,089,623 319,132,127 319,132,127 Number of Class E Shares Beginning balance — — — Impact of the Business Combination — — 14,990,864 Settlement of Earnout Securities — — ( 14,990,864 ) Ending Balance — — — The accompanying notes are an integral part of these consolidated and combined financial statements. F-9 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Cash Flows (Dollars in Thousands) Year Ended December 31, 2023 2022 2021 Cash Flows 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 Equity-based compensation 312,564 420,832 1,205,336 Depreciation and amortization of fixed assets 10,226 2,304 665 Amortization of debt discounts and deferred financing costs 4,987 4,381 1,868 Amortization of investment discounts and premiums — 6 1,692 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 gains on investments, net of dividends ( 4,203 ) 132 3,583 Change in TRA liability 1,656 11,435 13,848 Change in warrant liability 14,050 ( 34,634 ) 43,670 Change in earnout liability 6,409 14,488 834,255 Deferred income taxes 4,204 ( 23,947 ) ( 66,138 ) Changes in operating assets and liabilities: Due from related parties ( 8,747 ) ( 128,034 ) ( 105,376 ) Strategic Revenue-Share Purchase consideration 40,858 37,383 ( 40,997 ) Other assets, net ( 15,491 ) ( 1,779 ) ( 2,095 ) Accrued compensation 41,349 138,217 92,742 Accounts payable, accrued expenses and other liabilities 4,679 58,006 ( 32,628 ) Net Cash Provided by Operating Activities 949,145 728,447 281,658 Cash Flows from Investing Activities Purchases of fixed assets ( 67,905 ) ( 65,539 ) ( 5,261 ) Purchases of investments ( 85,942 ) ( 309,103 ) ( 328,797 ) Proceeds from investment sales and maturities 62,081 3,878 314,052 Cash consideration paid for acquisitions, net of cash consideration received ( 26,265 ) ( 114,454 ) ( 1,578,866 ) Net Cash Used in Investing Activities ( 118,031 ) ( 485,218 ) ( 1,598,872 ) F-10 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Cash Flows (Dollars in Thousands) Year Ended December 31, 2023 2022 2021 Cash Flows from Financing Activities Cash proceeds from the Business Combination — — 1,738,603 Offering costs related to the Business Combination — — ( 126,309 ) Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — — ( 491,956 ) Acquisition of noncontrolling interests — — ( 297,054 ) Proceeds from debt obligations 1,054,800 775,060 1,390,296 Debt issuance costs ( 6,254 ) ( 8,487 ) ( 17,864 ) Repayments of debt obligations, including retirement costs ( 1,000,000 ) ( 323,000 ) ( 577,835 ) 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 ) — Dividends paid on Class A Shares ( 247,882 ) ( 182,550 ) ( 47,076 ) Proceeds from exercise of warrants — 151 — Class A Share repurchases — ( 78,789 ) — Distributions to members prior to the Business Combination — — ( 103,144 ) Contributions from noncontrolling interests 48,315 27,482 15,734 Distributions to noncontrolling interests ( 546,242 ) ( 425,164 ) ( 135,244 ) Net Cash (Used in) Provided by Financing Activities ( 795,033 ) ( 217,717 ) 1,348,151 Net Increase in Cash and Cash Equivalents 36,081 25,512 30,937 Cash and cash equivalents, beginning of period 68,079 42,567 11,630 Cash and Cash Equivalents, End of Period $ 104,160 $ 68,079 $ 42,567 Supplemental Information Cash paid for interest $ 71,593 $ 47,726 $ 25,009 Cash paid for income taxes $ 14,249 $ 4,784 $ 4,353 The accompanying notes are an integral part of these consolidated and combined financial statements. F-11 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 1. ORGANIZATION 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 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. The Company generates substantially all of its revenues in the United States. The Company operates through one operating and reportable segment. This single reportable segment reflects how the chief operating decision makers allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with predominantly a single expense pool. The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings”) and Blue Owl Capital Carry LP (“Blue Owl Carry”). Blue Owl Holdings and Blue Owl Carry are referred to, collectively, as the “Blue Owl Operating Partnerships,” and collectively with their consolidated subsidiaries, as the “Blue Owl Operating Group.” The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital GP Holdings LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”), which are directly or indirectly wholly owned subsidiaries of the Registrant. Business Combination, Including Dyal Acquisition 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 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 (“Securities”). 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 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”). F-12 Table of Contents Blue Owl Capital Inc. 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 The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of December 31, 2023: December 31, 2023 Class A Shares 464,425,386 Class C Shares 632,486,822 Class D Shares 317,089,623 RSUs 30,874,272 Private Placement Warrants 5,000,000 Class A Shares —Shares of Class A common stock that are publicly traded. Class A Stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”). As of December 31, 2023, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represent a combined 20 % of the total voting power of all shares. Prior to April 2022, the Low-Vote Shares represented 10 % of the total voting power of all shares. Class B Shares —Shares of Class B common stock that are not publicly traded. Class B Stockholders are entitled to dividends in the same amount per share as declared on Class A Shares. As of December 31, 2023, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represent a combined 80 % of the total voting power of all shares. Prior to April 2022, the High-Vote Shares represented 90 % of the total voting power of all shares. 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. Class C Shares —Shares of Class C common stock that are not publicly traded. Class C Stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units). For every Common Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant. The Class C Shares are Low-Vote Shares as described above. Class D Shares —Shares of Class D common stock that are not publicly traded. Class D Stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units). For every Common Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant. The Class D Shares are High-Vote Shares as described above. Class E Shares —Shares of Class E common stock that were not publicly traded. Class E Stockholders were not entitled to a vote. Class E Shares accrued distributions equal to amounts declared per Class A Share; however, such distributions were not paid until the Company’s Class A Shares reached certain price levels (“Class E Triggering Events”). Class E Shares and Seller Earnout Units (defined below) are collectively referred to as “Earnout Securities.” F-13 Table of Contents 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: Series E-1 and Series E-2. Series E-1 and E-2 vested upon a Class E Triggering Event, which occurred when the volume weighted-average price of a Class A Share exceeded $ 12.50 and $ 15.00 , respectively, for 20 consecutive trading days. The Series E-1 Class E Shares had a Class E Triggering Event on July 21, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares. The Series E-2 Class E Shares had a Class E Triggering Event on November 3, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares. As a result, there are no longer any Class E Shares issued or outstanding. RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members. An RSU entitles the holder to receive a Class A Share, or cash equal to the fair value of a Class A Share at the election of the Board, upon completion of a requisite service period. RSUs granted to date do not accrue dividend equivalents. No RSUs were issued prior to the Business Combination. RSU grants are accounted for as equity-based compensation. See Note 8 for additional information. Warrants —In connection with the Business Combination, the Company issued warrants to purchase Class A Shares at a price of $ 11.50 per share. A portion of the outstanding warrants are held by the sponsor of Altimar (“Private Placement Warrants”) and the remaining warrants were held by other third-party investors (“Public Warrants”). The Private Placement Warrants will expire five years from the Business Combination Date. In August 2022, the Company redeemed all outstanding Public Warrants, as further discussed below. Blue Owl Operating Partnerships’ Capital Structure The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of December 31, 2023, which interests are collectively referred to as “Blue Owl Operating Group Units”: Units December 31, 2023 GP Units 464,425,386 Common Units 949,576,445 Incentive Units 33,196,159 GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships. The GP Units are general partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group. For each Class A Share and Class B Share outstanding, the Registrant indirectly holds an equal number of GP Units. References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships. References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of Common Units exchanged for Class A Shares. Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships. Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if held by a non-Principal) or Class B Shares (if held by a Principal). Common Unit exchanges may be settled in cash at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering. Common Units held by Principals are exchangeable after the two-year anniversary of the Business Combination Date. References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant. Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled. Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units. F-14 Table of Contents 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. Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees. A vested Incentive Unit may convert into a Common Unit upon becoming economically equivalent on a tax basis to a Common Unit. Once vested, Incentive Unitholders are entitled to distributions in the same amount per unit as declared on GP Units and Common Units. Unvested Incentive Unitholders generally are not entitled to distributions; however, consistent with other Blue Owl Operating Group Units (other than Oak Street Earnout Units), unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities. As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units other than Oak Street Earnout Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities. Seller Earnout Units —Seller Earnout Units were limited partner interests held in the Blue Owl Operating Partnerships that had the same Class E Triggering Events, forfeiture provisions and distribution restrictions as the Class E Shares. In connection with the Business Combination, recipients of Earnout Securities had the option of selecting either Class E Shares or Seller Earnout Units. For recipients that elected to receive Class E Shares, a corresponding number of Seller Earnout Units were indirectly held by the Registrant. 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. The Series E-1 Seller Earnout Units had a Class E Triggering Event on July 21, 2021. As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-1 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares). The Series E-2 Seller Earnout Units had a Class E Triggering Event on November 3, 2021. As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-2 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares). As a result, there are no longer any Class E Shares issued or outstanding subsequent to November 3, 2021. Share Repurchases, RSUs Withheld for Tax Withholding and Warrants Redeemed The following table presents share repurchase activity, RSUs withheld to satisfy tax withholding obligations and warrants cancelled in connection with the Public Warrants redemption during each of the indicated periods: Year Ended December 31, 2023 2022 2021 Number of shares purchased pursuant to the Programs — 7,637,877 — Number of RSUs withheld to satisfy tax withholding obligations 1,222,135 194,355 — Number of warrants cancelled upon redemption, net of shares issued — 7,002,894 — On May 4, 2022, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares. Under the repurchase program (the “Program”), repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the Program or (ii) December 31, 2024. 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. F-15 Table of Contents 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. In such instances, the Company cancels a number of RSUs equivalent in value to the amount of tax withholding payments that the Company is making on behalf of employees out of available cash. During the third quarter of 2022, of the 9,159,048 Public Warrants that were outstanding on July 18, 2022, 14,553 were exercised for cash at an exercise price of $ 11.50 per Class A Share in exchange for an aggregate of 14,553 Class A Shares and 8,961,029 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 2,141,601 Class A Shares. The remaining 183,466 Public Warrants were redeemed for $ 0.10 per warrant. Acquisitions-Related Earnouts 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 the Company’s Real Estate 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. Common Unit Exchanges From time to time, the Company exchanges Common Units and Class C Shares for an equal number of Class A Shares. As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and TRA liability in connection with the exchanges. See the consolidated and combined statement of stockholders’ equity for these amounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated and combined financial statements (“Financial Statements”) are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). All intercompany transactions and balances have been eliminated in consolidation and combination. The notes are an integral part of the Company’s Financial Statements. 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 (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. As part of the Business Combination, Securities was contributed to the Blue Owl Operating Group. Following the Business Combination, the financial statements are prepared on a consolidated basis. The merger between Owl Rock and Altimar was accounted for as a reverse asset acquisition, with no step-up to fair value on any assets or liabilities, and therefore no goodwill or other intangible assets were recorded. The Acquisitions were accounted for using the acquisition method of accounting. 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. F-16 Table of Contents Blue Owl Capital Inc. 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 The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the Financial Statements. The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period; (ii) the fair value of equity-based compensation grants; (iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration), warrants and earnout liabilities; (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 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. While management believes that the estimates utilized in preparing the Financial Statements are reasonable and prudent, actual results could differ materially from those estimates. Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest based on the application of either the variable interest model or the voting interest model. An entity is considered to be a variable interest entity (“VIE”) if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company is required to consolidate any VIEs for which it is the primary beneficiary. The Company is the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company does not consolidate any of the products it manages, as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses or right to receive benefits that are more than insignificant to such entities. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered to be variable interests. 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, performance revenues, and insignificant direct or indirect equity interests, and therefore does not have variable interests in such entities. F-17 Table of Contents 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. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively; however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment, including: (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. For entities that are not VIEs, the Company evaluates such entities (“VOEs”) under the voting interest model. The Company consolidates VOEs where the Company controls a majority voting interest. The Company will generally not consolidate VOEs where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights. Acquisitions For business combinations accounted for under the acquisition method, management recognizes the fair value of assets acquired and liabilities assumed on the acquisition date. The excess of purchase price consideration over the fair value of net assets acquired is recorded as goodwill. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involve a significant degree of judgment. Cash and Cash Equivalents The Company considers highly-rated liquid investments that have an original maturity of three months or less from the date of purchase to be cash equivalents. The Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration. Investments Certain equity investments in the Company’s products are accounted for using the equity-method of accounting, whereby the Company recognizes its share of income in current-period earnings. Distributions, when received on these investments, generally reduce the carrying value of such investments. Investments in loans are accounted for at amortized cost, net of an allowance for current expected credit losses. The estimate of expected credit losses considers current conditions and reasonable and supportable forecasts. 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, 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 gains (losses) on investments in the consolidated and combined statements of operations. See Note 9 for additional information. F-18 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 Leases The Company adopted Accounting Standards Update 2016-02, Leases (Topic 842), as amended , on January 1, 2021 (“ASC 842”). The Company did not restate prior periods and there were no adjustments to retained earnings upon adoption of ASC 842. The Company applied the package of practical expedients permitted under the transition guidance within the new standard, including carrying forward the historical lease classification and not reassessing whether certain costs capitalized under the prior guidance are eligible for capitalization under ASC 842. The adoption of ASC 842 resulted in the recognition of $ 13.8 million of operating lease assets and $ 14.4 million of operating lease liabilities, with the net of these amounts offsetting the deferred rent credit liability in existence immediately prior to adoption. The Company determines if an arrangement is a lease at inception. Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The present value of lease payments includes expected tenant improvement allowances. The Company does not recognize right-of-use lease assets and lease liabilities for leases with an initial term of one year or less. 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. 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. The determination of an appropriate incremental borrowing rate requires judgment. The Company determines its incremental borrowing rate based on data for instruments with similar characteristics, including recently issued debt, and makes adjustments for duration and collateralization features, as well as other factors. Lease terms include options to extend or terminate when it is reasonably certain that the Company will exercise that option. In addition, the Company separates lease and non-lease components embedded within lease agreements. Lease expense for operating lease payments is recognized on a straight-line basis, which consists of amortization of right-of-use assets and interest accretion on lease liabilities, over the lease term and included within general, administrative and other expenses in the consolidated and combined statements of operations. The Company does not have any material finance leases. See Note 5 for additional information. 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 Strategic Capital 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 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. Intangible Assets, Net and Goodwill The Company recognized finite-lived intangible assets and goodwill as a result of the Acquisitions. The Company’s finite-lived intangible assets consist of contractual rights to earn future management fees from the acquired investment management agreements and value associated with the acquired client relationships and trademarks. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. See Note 3 for additional information. F-19 Table of Contents 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. Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, expected useful life and discount rates. The Company’s estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates the Company uses to manage the underlying assets acquired. The Company estimates the useful lives of the intangible assets based on the expected period over which the Company anticipates generating economic benefit from the asset. The Company bases its estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. 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 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. 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 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. The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount. No impairments have been recognized to-date on the Company’s goodwill. Fixed Assets Fixed assets are recorded at cost, less accumulated depreciation and amortization, and are included within other assets, net in the Company’s consolidated and combined statements of financial condition. Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations. The estimated useful life for leasehold improvements is the lesser of the remaining lease term or the life of the asset, while other fixed assets are generally depreciated over a period of three years to seven years . The Company tests fixed assets for impairment if events or circumstances change indicating that the carrying amount of a fixed asset may not be recoverable. Debt Obligations, Net The Company’s debt obligations, other than revolving credit facilities, are recorded at amortized cost, net of any debt issuance costs, discounts and premiums. Debt issuance costs are deferred and along with discounts and premiums are amortized to interest expense in the consolidated and combined statements of operations over the life of the related debt instrument using the effective interest method. Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the consolidated and combined statements of operations when the Company prepays borrowings prior to maturity. 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. F-20 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 TRA Liability The tax receivable agreement (“TRA”) liability represents amounts payable to certain pre-Business Combination equity holders of Owl Rock and Dyal Capital. The portion of the TRA liability related to the Dyal Acquisition is deemed contingent consideration payable to the previous owners of Dyal Capital, and therefore is carried at fair value, with changes in fair value reported within other income (loss) in the consolidated and combined statements of operations. The remaining portion of the TRA is carried at a value equal to the expected future payments due under the TRA. The Company recorded its initial estimate of future payments under the TRA portion that is not related to the Dyal Acquisition, including as a result of exchanges of Common Units for Class A or B Shares, as a decrease to additional paid-in capital in the consolidated and combined statements of financial condition. Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated and combined statements of operations. See Note 11 for additional information. Warrant Liability, at Fair Value The Company’s warrants are recorded as liabilities carried at fair value, with changes in fair value included within other income (loss) in the Company’s consolidated and combined statements of operations. The Private Placement Warrants contain exercise and settlement features that may change with a change in the holder, which precludes the Private Placement Warrants from being considered indexed to the Company’s own stock; therefore, the Private Placement Warrants are precluded from being classified within equity and are accounted for as derivative liabilities. 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. Such an event would not constitute a change in control because the Class A Shares do not represent a majority of the Registrant’s voting shares. Accordingly, the Public Warrants were also precluded from being classified within equity and were accounted for as derivative liabilities. This provision also applies to the Private Placement Warrants. Earnout Liability, at Fair Value As of December 31, 2023 and 2022, the earnout liability is comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts (collectively, the “Earnouts”). The Earnouts represent contingent consideration on the Oak Street and Wellfleet Acquisitions and are recorded at fair value until the contingencies have been resolved, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations. Once recognized, earnout liabilities are not derecognized until the contingencies are resolved and the consideration is paid or becomes payable. Earnout liabilities may expire and upon expiration, the consideration would not be paid or payable. See Note 3 for additional information. Noncontrolling Interests Noncontrolling interests are primarily comprised of Common Units, which are interests in the Blue Owl Operating Group not held by the Company. Allocations to noncontrolling interests in the consolidated and combined statements of operations are based on the substantive profit-sharing arrangements in the operating agreements of the Blue Owl Operating Partnerships. The Company does not record income or loss allocations to noncontrolling interests to the extent that such allocations would be provisional in nature, such as for unvested Incentive Units (other than certain minimum tax distributions) or Seller Earnout Units prior to achieving their respective Class E Triggering Events. Provisional allocations to these interests would be subject to reversal in the event the unvested Incentive Units are forfeited or if the Seller Earnout Units would not have achieved their Class E Triggering Events. Certain consolidated holding companies for investment adviser subsidiaries of the Blue Owl Operating Group are partially owned by third-party investors. Such interests are also presented as noncontrolling interests. F-21 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 Revenue Recognition Revenues consist of management fees; administrative, transaction and other fees; and performance revenues. The Company recognizes revenues when such amounts are probable that a significant reversal would not occur. The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (i.e., the transaction price). Under this method, revenue is based on a contract with a determinable transaction price and distinct performance obligations with probable collectability. Revenues cannot be recognized until the performance obligations are satisfied and control is transferred to the customer. In the event that payments made to the Company’s customers or customers-of-customers, such as certain revenue sharing arrangements, are generally viewed as a reduction of the transaction price and therefore reduce management fees from such customers. See Note 6 for additional information. Management Fees, Net Management fees are recognized over the period in which the investment management services are performed because customers simultaneously consume and receive benefits continuously over time. Payment terms and fee rates of management fees vary by product but are generally collected on a quarterly basis and are not subject to clawback. Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash or net asset value. For certain BDCs, the management fee base may also include uncalled capital commitments. 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. Such Part I Fees are classified as management fees in the consolidated and combined statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter. 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 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. As such, on a quarterly basis, a subsequent significant reversal in relation to the cumulative revenue recognized is not probable for the quarter in arrears. As discussed above, amortization of the Strategic Revenue-Share Purchase consideration is recorded as a reduction of management fees, net in the Company’s consolidated and combined statements of operations. Administrative, Transaction and Other Fees Administrative, transaction and other fees primarily include fee income, administrative fees and dealer manager revenue. Fee income is earned for services provided to portfolio companies, which may include arrangement, syndication, origination, structuring analysis, capital structure and business plan advice and other services. 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. F-22 Table of Contents 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. The Company may incur certain costs in connection with satisfying its performance obligations under administrative agreements – including, but not limited to, employee compensation and travel costs – for which it receives reimbursements from the products it manages. The Company reports these expenses within compensation and benefits and general, administrative and other expenses and reports the related reimbursements as revenues within administrative, transaction and other fees (i.e., on a gross basis) in the consolidated and combined statements of operations. Dealer manager revenue consists of commissions earned for providing distribution services to certain products. Dealer manager revenue is recorded on an accrual basis at the point in time when the services are completed, as there is no ongoing performance requirement. A portion of dealer manager revenues represent commissions that are reallowed to third party broker-dealers. 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. 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. Generally, carried interest is earned after a return of all contributions and may be subject to a preferred return to investors; however, the Company is able to catch-up amounts subject to the preferred return in certain cases. Substantially all of the carried interest generated by the Company’s products is allocable to investors, including certain related parties, in vehicles in which the Company does not have a controlling financial interest, and therefore is not included in the Company’s Financial Statements. Compensation and Benefits Cash-Based Compensation Compensation and benefits consist of salaries, bonuses, commissions, long-term deferral programs, benefits and payroll taxes. Compensation is accrued over the related service period. Equity-Based Compensation Equity-based compensation awards are reviewed to determine whether such awards are equity-classified or liability-classified. Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period. When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each balance sheet date through the settlement date to the then current fair value of such award. The Company accounts for forfeitures on equity-based compensation arrangements as they occur. The Company recognizes deferred income tax benefits throughout the service period, based on the grant date fair value. Any tax deduction shortfall or windfall due to the difference between grant date fair value and the ultimate deduction taken for tax purposes is recognized at the time of settlement. Expenses related to equity-based grants to employees are included within compensation and benefits in the consolidated and combined statements of operations. See Note 8 for additional information. F-23 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 Foreign Currency The functional currency of the Company’s foreign consolidated subsidiaries is the U.S. dollar, as their operations are considered extensions of U.S. parent operations. Monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars at the closing rates of exchange on the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the historical exchange rate. The profit or loss arising from foreign currency transactions are remeasured using the rate in effect on the date of any relevant transaction. Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within general, administrative and other expenses. Income Taxes Substantially all of the earnings of the Blue Owl Operating Group are subject to New York City and Connecticut unincorporated business tax (“UBT”) and additionally, the portion of earnings allocable to the Registrant is subject to corporate tax rates at the U.S. 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. 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. A valuation allowance is established when management determines, based on available information, that it is more-likely-than-not that deferred income tax assets will not be realized. Significant judgment is required in determining whether a valuation allowance should be established, as well as the amount of such valuation allowance. The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. The Company accrues any interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated and combined statements of operations. See Note 10 for additional information. New Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. 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. F-24 Table of Contents Blue Owl Capital Inc. 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. F-25 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 3. ACQUISITIONS AND INTANGIBLE ASSETS, NET Dyal Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Dyal Acquisition: (dollars in thousands) Consideration Equity consideration (1) $ 4,285,359 Cash consideration (2) 973,457 Tax receivable agreement (3) 101,645 Earnout Securities (3) 246,788 Total Consideration $ 5,607,249 Net Identifiable Assets Acquired and Goodwill Assets acquired: Due from related parties $ 13,442 Intangible assets: Investment management agreements 1,859,900 Investor relationships 291,400 Trademarks 66,700 Total intangible assets 2,218,000 Deferred tax asset 29,770 Other assets, net 2,096 Total assets acquired 2,263,308 Liabilities assumed: Accrued compensation 7,376 Deferred tax liability 170,753 Accounts payable, accrued expenses and other liabilities 41,352 Total liabilities assumed 219,481 Net Identifiable Assets Acquired $ 2,043,827 Goodwill (4) $ 3,563,422 (1) Represents share consideration issued to the Dyal Capital selling stockholders based on the fair value of the acquired business, reflecting a discount for lack of control. (2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses. (3) The TRA and Earnout Securities represent contingent consideration. See Note 9 for additional information on the valuation of these instruments. (4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. None of the goodwill recognized is expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 14.3 years, 10.0 years and 7.0 years, respectively. In addition, the Company granted Common Units and Earnout Securities that were treated as equity-based compensation in connection with the Business Combination, rather than additional consideration on the acquisition. See Note 8 for additional information on these grants. F-26 Table of Contents Blue Owl Capital Inc. 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. For the year ended December 31, 2021, the Company’s consolidated results included $ 252.9 million of GAAP revenues related to the acquired business. Given the Company operates through one operating and reportable segment, the impact of the Dyal Acquisition to GAAP consolidated net income is not tracked on a standalone basis. During the year ended December 31, 2021, the Company incurred $ 166.7 million of acquisition-related costs, of which $ 40.4 million was expensed and included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations and the remaining $ 126.3 million was netted against consideration. Oak Street Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Oak Street Acquisition: (dollars in thousands) Consideration Equity consideration (1) $ 329,767 Cash consideration (2) 610,999 Earnout consideration (3) 143,800 Total Consideration $ 1,084,566 Net Identifiable Assets Acquired and Goodwill Assets acquired: Cash and cash equivalents $ 4,411 Due from related parties 13,098 Operating lease assets 1,001 Intangible assets: Investment management agreements 323,300 Investor relationships 157,400 Trademarks 26,600 Total intangible assets 507,300 Other assets, net 470 Total assets acquired 526,280 Liabilities assumed: Operating lease liabilities 1,001 Deferred tax liabilities 8,587 Accounts payable, accrued expenses and other liabilities 2,032 Total liabilities assumed 11,620 Net Identifiable Assets Acquired $ 514,660 Goodwill (4) $ 569,906 (1) Represents Common Units issued to Oak Street selling stockholders, reflecting a discount for lack of marketability. (2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses. (3) Represent the fair value of contingent cash consideration payable to certain sellers upon the occurrence of certain Oak Street Triggering Events as defined below. The amount presented does not include contingent cash and equity payments subject to the same Oak Street Triggering Events that were deemed to be compensation, rather than consideration, as further discussed below. See Note 9 for additional information on the valuation of this liability. (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 Partnerships for tax purposes. During the year ended December 31, 2022, the provisional amount for working capital was F-27 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements 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, 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 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. See Note 8 for additional information on the compensation-classified Oak Street Earnout Units. (dollars in thousands) Oak Street Earnouts Quarterly Management Fee Trigger Earliest Date Trigger May Occur Cash Units Contingent consideration: First Oak Street Earnout $ 22 million January 1, 2023 $ 81,250 — Second Oak Street Earnout $ 28 million January 1, 2024 82,875 — Compensation: First Oak Street Earnout $ 22 million January 1, 2023 43,484 13,037,165 Second Oak Street Earnout $ 28 million January 1, 2024 48,358 13,037,165 Total $ 255,967 26,074,330 F-28 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 Wellfleet Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Wellfleet Acquisition: (dollars in thousands) Consideration Cash consideration (1) $ 113,272 Earnout consideration (2) 14,751 Total Consideration $ 128,023 Net Identifiable Assets Acquired and Goodwill Assets acquired: Intangible assets: Investment management agreements $ 39,120 Investor relationships 10,700 Trademarks 1,100 Total intangible assets 50,920 Due from related parties 5,272 Net Identifiable Assets Acquired $ 56,192 Goodwill (3) $ 71,831 (1) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses. (2) Represents the fair value of the portion of the Wellfleet Earnouts determined to be contingent consideration, as further discussed below. See Note 9 for additional information on the valuation of the portion of the contingent consideration that is liability classified. (3) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. Approximately $ 111.5 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 4.7 years, 8.5 years and 7.0 years, respectively. Wellfleet’s results are included in the Company’s consolidated results starting from the date the acquisition closed, April 1, 2022. For the year ended December 31, 2022, the Company’s consolidated results included $ 19.4 million of GAAP revenues related to the acquired business. Given the Company operates through one operating and reportable segment, the impact of the Wellfleet Acquisition to GAAP consolidated net income is not tracked on a standalone basis. 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. Wellfleet Earnouts The table below summarizes the Wellfleet Earnouts and their respective Wellfleet Triggering Events. The Wellfleet Earnouts payable to non-employee sellers have been classified as contingent consideration on the Wellfleet Acquisition; whereas, the Wellfleet Earnouts payable to individuals that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period. See Note 8 for additional information on the compensation-classified Wellfleet Earnout Shares. F-29 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 (dollars in thousands) Wellfleet Earnouts Trigger Date Cash # of Shares to be Cash Settled Contingent consideration: First Wellfleet Earnout 4/1/2023 $ 5,000 26,131 Second Wellfleet Earnout 4/1/2024 5,000 26,131 Third Wellfleet Earnout 4/1/2025 5,000 26,131 Compensation: First Wellfleet Earnout 4/1/2023 287,425 Second Wellfleet Earnout 4/1/2024 287,425 Third Wellfleet Earnout 4/1/2025 287,425 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 Goodwill (1) $ 19,777 (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. F-30 Table of Contents 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. F-31 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 Intangible Assets, Net The following table summarizes the Company’s intangible assets, net: (dollars in thousands) December 31, 2023 December 31, 2022 Remaining Weighted-Average Amortization Period as of December 31, 2023 Intangible assets, gross: Investment management agreements (1) $ 2,224,420 $ 2,222,320 11.7 years Investor relationships 460,300 459,500 8.7 years Trademarks (2) 94,400 94,400 0.0 years Total intangible assets, gross 2,779,120 2,776,220 Accumulated amortization: Investment management agreements (1) ( 471,104 ) ( 290,816 ) Investor relationships ( 103,608 ) ( 60,630 ) Trademarks ( 94,400 ) ( 19,352 ) Total accumulated amortization ( 669,112 ) ( 370,798 ) Total Intangible Assets, Net $ 2,110,008 $ 2,405,422 (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: (dollars in thousands) Period Amortization 2024 $ 226,013 2025 221,252 2026 207,408 2027 193,109 2028 189,458 Thereafter 1,072,768 Total $ 2,110,008 F-32 Table of Contents 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 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. These pro forma amounts assume a consistent ownership structure, annual effective tax rates and amortization of the fair value of acquired assets as of each respective acquisition date. The proforma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above. 4. DEBT OBLIGATIONS, NET The following tables summarize outstanding debt obligations of the Company: December 31, 2023 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,390 2031 Notes 6/10/2031 700,000 700,000 — 687,163 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 Total $ 3,059,800 $ 1,714,800 $ 1,338,300 $ 1,681,241 December 31, 2022 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 2031 Notes 6/10/2031 $ 700,000 $ 700,000 $ — $ 685,474 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 2028 Notes 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. F-33 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 2031 Notes 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”). The 2031 Notes bear interest at a fixed rate of 3.125 % per annum and mature on June 10, 2031. Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year. The 2031 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 2031 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 March 10, 2031, the redemption price for the 2031 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 2031 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 2031 Notes also provide for customary events of default and acceleration. 2032 Notes On February 15, 2022, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 400.0 million aggregate principal amount of 4.375 % Senior Notes due 2032 (the “2032 Notes”). The 2032 Notes bear interest at a fixed rate of 4.375 % per annum and mature on February 15, 2032. Interest on the 2032 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022. The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries. The guarantees are unsecured and unsubordinated obligations of the guarantors. All or a portion of the 2032 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 November 15, 2031, the redemption price for the 2032 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 2032 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 2032 Notes also provide for customary events of default and acceleration. 2051 Notes On October 7, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 350.0 million aggregate principal amount of 4.125 % Senior Notes due 2051 (the “2051 Notes”). The 2051 Notes bear interest at a fixed rate of 4.125 % per annum and mature on October 7, 2051. Interest on the 2051 Notes is payable semi-annually in arrears on April 7 and October 7 of each year, commencing April 7, 2022. The 2051 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries. The guarantees are unsecured and unsubordinated obligations of the guarantors. All or a portion of the 2051 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 7, 2051, the redemption price for the 2051 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 2051 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 2051 Notes also provide for customary events of default and acceleration. The 2031 Notes, 2032 Notes and 2051 Notes are collectively referred to as the “Notes.” F-34 Table of Contents Blue Owl Capital Inc. 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 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. 5. LEASES The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices. The operating lease for the Company’s headquarters does not include any renewal options; however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised. (dollars in thousands) Year Ended December 31, Lease Cost 2023 2022 Operating lease cost $ 37,673 $ 19,168 Short term lease cost 232 1,524 Net Lease Cost $ 37,905 $ 20,692 (dollars in thousands) Year Ended December 31, Supplemental Lease Cash Flow Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 15,012 $ 7,709 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 95,953 $ 156,778 Lease Term and Discount Rate December 31, 2023 December 31, 2022 Weighted-average remaining lease term: Operating leases 12.5 years 13.0 years Weighted-average discount rate: Operating leases 5.4 % 4.0 % (dollars in thousands) Future Maturity of Operating Lease Payments Operating Leases 2024 $ 9,491 2025 35,763 2026 38,895 2027 37,657 2028 38,564 Thereafter 301,732 Total Lease Payments 462,102 Imputed interest ( 142,570 ) Total Lease Liabilities $ 319,532 F-35 Table of Contents 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. The Company has future operating lease payments of approximately $ 36.2 million related to leases that have not commenced that were entered into as of December 31, 2023. 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 2024 and continue for approximately 14.0 years. 6. REVENUES The following table presents a disaggregated view of the Company’s revenues: Year Ended December 31, (dollars in thousands) 2023 2022 2021 Credit Platform Diversified lending $ 637,999 $ 480,874 $ 348,363 Technology lending 204,680 114,876 66,089 First lien lending 18,089 16,029 15,185 Opportunistic lending 9,707 8,756 3,993 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 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 stakes 2,409 1,611 477 Strategic Revenue-Share Purchase consideration amortization ( 40,858 ) ( 37,383 ) ( 9,892 ) Management Fees, Net 504,974 491,452 234,305 Administrative, transaction and other fees 31,822 26,986 18,576 Total GAAP Revenues - GP Strategic Capital Platform 536,796 518,438 252,881 Real Estate Platform Net lease 122,365 80,179 — Management Fees, Net 122,365 80,179 — Administrative, transaction and other fees 14,387 6,906 — 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 F-36 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements 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. A liability for unearned management fees is generally recognized when management fees are paid to the Company in advance. The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period. 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, (dollars in thousands) 2023 2022 Management Fees Receivable Beginning balance $ 262,059 $ 168,057 Ending balance $ 243,203 $ 262,059 Administrative, Transaction and Other Fees Receivable Beginning balance $ 44,060 $ 19,535 Ending balance $ 42,059 $ 44,060 Performance Revenues Receivable Beginning balance $ 1,132 $ 10,496 Ending balance $ 2,975 $ 1,132 Unearned Management Fees Beginning balance $ 9,389 $ 10,299 Ending balance $ 9,398 $ 9,389 The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration. 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, (dollars in thousands) 2023 2022 Beginning Balance $ 457,939 $ 495,322 Amortization ( 40,858 ) ( 37,383 ) Ending Balance $ 417,081 $ 457,939 F-37 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 7. OTHER ASSETS, NET (dollars in thousands) December 31, 2023 December 31, 2022 Fixed assets, net: Leasehold improvements $ 127,612 $ 61,741 Furniture and fixtures 13,823 10,922 Computer hardware and software 8,328 3,171 Accumulated depreciation and amortization ( 14,870 ) ( 4,644 ) Fixed assets, net 134,893 71,190 Receivables 15,853 11,935 Prepaid expenses 7,212 6,099 Unamortized debt issuance costs on revolving credit facilities 9,265 6,328 Other assets 20,232 4,127 Total $ 187,455 $ 99,679 8. 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, as amended (“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. To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the 2021 Equity Incentive Plan. The table below presents information regarding equity-based compensation expense. Year Ended December 31, (dollars in thousands) 2023 2022 2021 Acquisition related Common Units issued in connection with the Business Combination $ — $ — $ 1,121,139 Seller Earnout Units issued in connection with the Business Combination — — 63,031 Oak Street Earnout Units 80,575 245,987 — Wellfleet Earnout Shares 3,968 2,468 — Total acquisition related 84,543 248,455 1,184,170 Incentive Units 175,114 137,129 14,535 RSUs 52,907 35,248 6,631 Equity-Based Compensation Expense $ 312,564 $ 420,832 $ 1,205,336 Corresponding tax benefit $ 951 $ 588 $ 123 Fair value of RSUs settled in Class A Shares $ 16,634 $ 4,096 $ — Fair value of RSUs withheld to satisfy tax withholding obligations $ 15,450 $ 2,420 $ — F-38 Table of Contents Blue Owl Capital Inc. 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 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 Granted 8,525,804 11.27 7,629,771 12.01 — — — — Vested ( 8,138,244 ) 11.49 ( 3,852,601 ) 13.49 ( 13,037,165 ) 12.69 ( 287,425 ) 11.44 Forfeited ( 100,000 ) 14.02 ( 543,359 ) 12.37 — — — — December 31, 2023 25,449,172 $ 13.34 18,780,617 $ 12.05 13,037,165 $ 12.37 574,850 $ 11.44 Common Units Prior to the Business Combination, certain members of Dyal Capital were entitled to receive rights to distributions of certain future profits (the “Profit Interest Units”) that were subject to certain forfeiture conditions. Immediately preceding the Business Combination, the forfeiture conditions of the Profit Interest Units were modified to eliminate any future service requirements and were replaced with Common Units on the Business Combination Date. The Company recognized a one-time non-cash equity-based compensation expense of $ 1.1 billion in 2021 related to the replacement awards, which represents the fair value under GAAP of the replacement awards (excluding the portion attributable to the Profit Interest Units prior to the Business Combination, which was included as equity consideration in Note 3). The fair value of the Common Units replacement awards during 2021 was based on the Company’s Class A Share price on the transaction date with the application of a 10 % discount for lack of marketability. The weighted-average grant date fair value of Common Units granted during the year ended December 31, 2021 was $ 9.00 . Seller Earnout Units The fair value of the Seller Earnout Units during 2021 was determined using a Monte Carlo simulation valuation model, with the following assumptions: volatility of 22 %, discount for lack of marketability of 12 % and expected holding period of approximately 3 years. The weighted-average grant date fair value of Seller Earnout Units granted during the year ended December 31, 2021 was $ 5.43 . As a result of the Class E Triggering Events in 2021, the Company recognized all of the compensation expense related to the Seller Earnout Units and no unamortized expense remained as of December 31, 2021. 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 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. F-39 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 RSUs RSUs Modified from Liability Award on Business Combination Date On September 15, 2020, the Company issued an award that was based on the fair value of Owl Rock and that was fully vested upon issuance. The original terms of the award required cash settlement at a future date and was, therefore, classified as a liability that was remeasured to its settlement value at each reporting period. The Company recorded compensation expense and a corresponding liability of $ 90.5 million in 2020 related to the award. Prior to and contingent on the close of the Business Combination, the Company modified this award to be settled in 9,050,000 RSUs that were immediately vested but would be settled in Class A Shares in future years. The modification did not result in any incremental compensation expense, as the value immediately prior to modification was greater than the value immediately following the modification. Accordingly, the Company reclassified the existing liability to equity on the Business Combination Date. Other RSUs 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. Oak Street Earnout Units The grant date fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions: annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2.0 years. The weighted-average grant date fair value of Oak Street Earnout Units granted during the year ended December 31, 2021 was $ 12.53 . 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. 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. F-40 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 9. INVESTMENTS AND FAIR VALUE DISCLOSURES The following table presents the components of the Company’s investments: (dollars in thousands) December 31, 2023 December 31, 2022 Loans, at amortized cost (includes $ 207,500 and $ 252,225 of investments in the Company’s products, respectively) $ 214,170 $ 254,152 Equity investments in the Company's products, equity method 51,316 46,157 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 Total $ 344,265 $ 317,231 Fair Value Measurements Categorized within the Fair Value Hierarchy Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these assets and liabilities. The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material. GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value. Financial assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values: • Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date. • Level II – Valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities. • Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation. The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields). In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs. F-41 Table of Contents Blue Owl Capital Inc. 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: December 31, 2023 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value Equity investments in the Company's products $ — $ 76,258 $ — $ 76,258 CLOs — — 2,521 2,521 Total Assets, at Fair Value $ — $ 76,258 $ 2,521 $ 78,779 Liabilities, at Fair Value TRA liability $ — $ — $ 116,398 $ 116,398 Warrant liability — — 22,600 22,600 Earnout liability — 790 92,119 92,909 Total Liabilities, at Fair Value $ — $ 790 $ 231,117 $ 231,907 December 31, 2022 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value 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 TRA liability $ — $ — $ 120,587 $ 120,587 Warrant liability — — 8,550 8,550 Earnout liability — — 172,070 172,070 Total Liabilities, at Fair Value $ — $ — $ 301,207 $ 301,207 F-42 Table of Contents Blue Owl Capital Inc. 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 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, 2023 and 2022: (dollars in thousands) Level III Assets Investment in CLOs Year Ended December 31, 2023 2022 Beginning balance $ 2,843 $ — Purchases — 3,738 Net losses ( 322 ) ( 895 ) Ending Balance $ 2,521 $ 2,843 Change in net unrealized losses on assets still recognized at the reporting date $ ( 322 ) $ ( 895 ) Year Ended December 31, 2023 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 120,587 $ 8,550 $ 172,070 $ 301,207 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 (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 (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 111,325 $ 25,750 $ 143,800 $ 280,875 Issuances — — 13,782 13,782 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 (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 Equity Investments in the Company’s Products The fair value of equity investments in the Company’s products is determined based on the published net asset value of these investments, as such values are the price at which contributions and redemptions are effectuated on a monthly basis. These investments are generally classified as Level II. The remaining balance is generally redeemable on a monthly basis at the Company’s option. CLOs 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 utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality. F-43 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 TRA Liability The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows. The remaining TRA liability on the Company’s consolidated and combined statements of financial condition is not measured at fair value. Warrant Liability The Company uses a Monte Carlo simulation model to value the Private Placement Warrants. The Company estimates the volatility of its Class A Shares based on the volatility implied by our peer group. The risk-free interest rate is based on U.S. Treasuries for a maturity similar to the expected remaining life of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. Prior to their redemption, the Public Warrants were traded on the NYSE and were stated at the last reported sales price without any valuation adjustments, and therefore were classified as Level I. Earnout Liability 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 Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model. F-44 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2023: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,521 Discounted cash flow Yield 15 % - 19 % 17 % Decrease Liabilities TRA liability $ 116,398 Discounted cash flow Discount Rate 11 % - 11 % 11 % Decrease Warrant liability 22,600 Monte Carlo Simulation Volatility 31 % - 31 % 31 % Increase Earnout liability: 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 92,119 Total Liabilities, at Fair Value $ 231,117 F-45 Table of Contents 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 Assets CLOs $ 2,843 Discounted cash flow Yield 16 % - 19 % 17 % Decrease Liabilities TRA liability $ 120,587 Discounted cash flow Discount Rate 11 % - 11 % 11 % Decrease Warrant liability 8,550 Monte Carlo simulation Volatility 34 % - 34 % 34 % Increase Earnout liability: Oak Street Earnouts 158,497 Monte Carlo simulation Revenue Volatility 50 % - 50 % 50 % Increase Discount rate 17 % - 17 % 17 % Decrease Wellfleet Earnouts 13,573 Discounted cash flow Discount rate 6 % - 6 % 6 % Decrease 172,070 Total Liabilities, at Fair Value $ 301,207 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. 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. 10. INCOME TAXES 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. The Company’s estimate is based on the most recent information available and cannot be finally determined until the Company’s 2023 tax returns have been filed. The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns. The Blue Owl Operating Partnerships, and prior to the Business Combination, Owl Rock, are partnerships for U.S. federal income tax purposes subject to New York City UBT. Effective upon the consummation of the Business Combination, generally all of the income the Registrant earns will be subject to corporate-level income taxes in the United States. Further, the amount of income taxes recorded prior to the Business Combination are not representative of the expenses expected in the future. Substantially all of the Company’s income before tax is earned in the United States. F-46 Table of Contents 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): (dollars in thousands) Year Ended December 31, 2023 2022 2021 Current Income Tax Expense (Benefit) U.S. federal $ 286 $ — $ — State and local 19,280 13,714 716 Foreign 1,838 853 211 21,404 14,567 927 Deferred Income Tax Expense (Benefit) U.S. federal 14,373 ( 2,644 ) ( 43,905 ) State and local ( 9,500 ) ( 20,794 ) ( 22,232 ) Foreign ( 669 ) ( 509 ) ( 1 ) 4,204 ( 23,947 ) ( 66,138 ) Total Income Tax Expense (Benefit) U.S. federal 14,659 ( 2,644 ) ( 43,905 ) State and local 9,780 ( 7,080 ) ( 21,516 ) Foreign 1,169 344 210 $ 25,608 $ ( 9,380 ) $ ( 65,211 ) The following table sets forth the reconciliation of the Company’s effective rate to the statutory rate: Year Ended December 31, 2023 2022 2021 Statutory rate (1) 21.00 % 21.00 % 21.00 % Income passed through to noncontrolling interest holders - 15.25 % - 11.38 % - 14.95 % State and local income taxes 4.06 % 9.49 % 0.98 % Non-deductible compensation expense 0.23 % - 0.53 % - 3.54 % Other 0.35 % 0.33 % — % Total Effective Rate 10.39 % 18.91 % 3.49 % (1) The statutory rate presented is using the U.S. federal corporate tax rate for the years ended December 31, 2023, 2022 and 2021. F-47 Table of Contents 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: (dollars in thousands) December 31, 2023 December 31, 2022 Deferred Tax Assets Basis difference in subsidiaries $ 522,871 $ 512,407 Tax receivable agreement 211,706 196,620 Net operating losses 41,670 45,029 Other 15,692 13,534 Total Deferred Tax Assets $ 791,939 $ 767,590 Deferred Tax Liabilities Goodwill and intangible assets $ 32,561 $ 39,521 Other 12,103 12,626 Total Deferred Tax Liabilities $ 44,664 $ 52,147 As of December 31, 2023, the Company has U.S. federal and UBT net operating losses of $ 175.6 million and $ 7.6 million, respectively, that can be carried forward indefinitely until they are used. The Company evaluates the realizability of its deferred tax assets and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized. The Company believes it is more-likely-than-not that its deferred tax assets will be realized based on historic and projected earnings and the reversal of taxable temporary differences. As of December 31, 2023 and 2022, the Company has not recorded any valuation allowances. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities. The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2019. As of December 31, 2023, the Company's unrecognized tax benefits, excluding related interest expense and penalties, were $ 8.4 million. If recognized, $ 8.4 million would reduce the effective tax rate. 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. The following table presents the Company’s unrecognized tax benefits relating to uncertain tax positions: (dollars in thousands) Year Ended December 31, 2023 2022 2021 Beginning balance $ 4,784 $ — $ — Increases related to tax positions related to prior periods — 2,189 — Increases related to tax positions related to the current period 3,615 2,595 — Ending Balance $ 8,399 $ 4,784 $ — F-48 Table of Contents 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. These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in the Blue Owl Operating Partnerships, as well as portions related to the TRA liability that will eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments. The deferred tax assets will be recovered as the basis is amortized. See the Company’s consolidated and combined statements of stockholders’ equity for these amounts. 11. COMMITMENTS AND CONTINGENCIES Tax Receivable Agreement Pursuant to the TRA, the Company will pay 85 % of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of the Blue Owl Operating Group related to the Business Combination and any subsequent exchanges of Blue Owl Operating Group Units for shares of the Registrant or cash. Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and paying recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA. In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions. 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. 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. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. (dollars in thousands) Potential Payments Under the Tax Receivable Agreement 2024 $ 30,288 2025 53,723 2026 60,774 2027 78,069 2028 61,443 Thereafter 716,226 Total Payments 1,000,523 Less adjustment to fair value for contingent consideration ( 121,014 ) Total TRA Liability $ 879,509 Unfunded Product Commitments As of December 31, 2023, the Company had unfunded investment commitments to its products of $ 30.7 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years. In addition, the Company has unfunded commitments under a promissory note with one of its products, as further discussed in Note 12. F-49 Table of Contents 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 and combined statements of financial condition. As of December 31, 2023, the Company has not had prior claims or losses pursuant to these arrangements. Litigation From time to time, the Company is involved in legal actions in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows. 12. RELATED PARTY TRANSACTIONS The majority of the Company’s revenues, including all management fees and certain administrative, transaction and other fees, are earned from the products it manages, which are related parties of the Company. The Company also has arrangements in place with products that it manages, whereby certain costs are initially paid by the Company and subsequently are reimbursed by the products. These amounts are included within due from related parties in the Company’s consolidated and combined statements of financial condition. (dollars in thousands) December 31, 2023 December 31, 2022 Management fees $ 243,203 $ 262,059 Performance revenues 2,975 1,132 Administrative fees 42,059 44,060 Other expenses paid on behalf of the Company’s products and other related parties 78,899 50,670 Due from Related Parties $ 367,136 $ 357,921 Administrative Fees 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 $ 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 $ 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. F-50 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 Expense Support and Caps Arrangements The Company is party to expense support and cap arrangements with certain of the products it manages. Pursuant to these arrangements, the Company may absorb certain expenses of these products when in excess of stated expense caps or until such products reach certain profitability, cash flow or fundraising thresholds. In certain cases, the Company is able to recover these expenses once certain profitability, cash flow or fundraising thresholds are met. The Company recorded net expenses (recoveries) related to these arrangements of $( 5.8 ) million, $ 8.2 million and $( 3.2 ) million for the years ended December 31, 2023, 2022 and 2021, respectively. These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated and combined statements of operations. Aircraft Reimbursements In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates. Personal use of the aircraft is not charged to the Company. The Company recorded expenses for these aircraft reimbursements of $ 3.0 million, $ 2.6 million and $ 0.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Promissory Notes 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, 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 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. F-51 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 13. EARNINGS (LOSS) PER SHARE The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding of the Registrant and the Blue Owl Operating Group. Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive. Basic Diluted Class A Shares (1) Included Included Class B Shares None outstanding None outstanding Class C Shares and Class D Shares Non-economic voting shares of the Registrant Non-economic voting shares of the Registrant Vested RSUs (1) Contingently issuable shares Contingently issuable shares Unvested RSUs Excluded Treasury stock method Warrants (2) Excluded Treasury stock method Compensation-classified Wellfleet Earnout Shares (3) Excluded Excluded Contingent consideration-classified Wellfleet Earnout Shares (3) Excluded Excluded Potentially Dilutive Instruments of the Blue Owl Operating Group: Vested Common Units and Incentive Units (4) Excluded If-converted method Unvested Incentive Units (4) Excluded The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units Oak Street Earnout Units (5) Excluded 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 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. (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. (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. 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. F-52 Table of Contents 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 (dollars in thousands, except per share amounts) Basic $ ( 9,289 ) 433,431,256 $ ( 0.02 ) Effect of dilutive securities: Unvested RSUs — — 10,978,491 Warrants — — 10,451,892 Compensation-classified Wellfleet Earnout Shares — — 649,660 Contingent consideration-classified Wellfleet Earnout Shares — — 59,063 Vested Common Units — — 974,541,796 Vested Incentive Units — — 1,510,852 Unvested Incentive Units — — 24,744,397 Oak Street Earnout Units — — 13,037,165 Diluted $ ( 9,289 ) 433,431,256 $ ( 0.02 ) For the Period from May 19, 2021 to December 31, 2021 Net Loss Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments (dollars in thousands, except per share amounts) Basic $ ( 450,430 ) 354,949,067 $ ( 1.27 ) Effect of dilutive securities: Unvested RSUs — — 1,702,275 Warrants — — 14,159,364 Vested Common and Incentive Units ( 1,306,873 ) 960,237,349 — Unvested Incentive Units — — 6,743,015 Earnout Securities — — 50,881,018 Diluted $ ( 1,757,303 ) 1,315,186,416 $ ( 1.34 ) F-53 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements December 31, 2023 14. SUBSEQUENT EVENTS Dividend On February 9, 2024, the Company announced a cash dividend of $ 0.14 per Class A Share. The dividend is payable on March 5, 2024, to holders of record as of the close of business on February 23, 2024. F-54