What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-05-03 compared with 2023-11-02 · 446 added, 496 removed, 472 unchanged (67% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 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.”

During the fiscal quarter ended March 31, 2024, 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.”

See Exhibit Index on the following page.

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Exhibit Number Description

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)

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)

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)

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)

Fifth Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on April 18, 2024)

Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, 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 April 18, 2024)

First Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, 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 April 18, 2024)

Form of 6.250% Senior Note due 2034 (incorporated by reference to Exhibit 4.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on April 18, 2024)

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

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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 September 30, 2023 and December 31, 2022, (ii) the Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2023 and September 30, 2022 (iii) the Consolidated and Combined Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and September 30, 2022, (iv) the Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2023 and September 30, 2022, and (v) the Notes to the Consolidated and Combined Financial Statements

(i) the Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023 (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023, and (v) the Notes to the Consolidated Financial Statements

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

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

November 2, 2023

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Consolidated and Combined Statements of Financial Condition as of September 30, 2023 and December 31, 2022

Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2023 and September 30, 2022

Consolidated and Combined Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and September 30, 2022

Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2023 and September 30, 2022

Notes to Consolidated and Combined Financial Statements F- 7

Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023

Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023

Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023

Notes to Consolidated Financial Statements F- 7

Blue Owl Capital Inc.

Consolidated and Combined Statements of Financial Condition (Unaudited)

Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands, Except Per Share Data)

September 30,

2024 December 31,

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Total Liabilities and Stockholders’ Equity $ 8,985,477 $ 8,817,621

The accompanying notes are an integral part of these consolidated and combined financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Capital Inc.

Consolidated and Combined Statements of Operations (Unaudited)

Consolidated Statements of Operations (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Management fees, net (includes Part I Fees of $ 120,161 and $ 85,864 respectively)

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Administrative, transaction and other fees 63,397 31,655

Realized performance income — — 506 —

Performance revenues 2,045 506

Total Revenues, Net 513,340 390,986

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Total Expenses 357,734 324,643

Net gains (losses) on investments ( 1,227 ) ( 592 ) 2,415 ( 710 )

Interest expense, net ( 13,986 ) ( 15,027 ) ( 41,127 ) ( 42,912 )

Net gains on investments 3,173 612

Interest and dividend income 4,755 4,789

Interest expense ( 22,484 ) ( 18,362 )

Change in TRA liability 1,019 ( 1,964 )

2 unchanged sentences

Total Other Loss ( 28,822 ) ( 17,869 )

Income (Loss) Before Income Taxes 74,163 ( 14,093 ) 162,078 ( 45,482 )

Income tax expense (benefit) 10,652 ( 4,085 ) 22,494 ( 3,492 )

Consolidated and Combined Net Income (Loss) 63,511 ( 10,008 ) 139,584 ( 41,990 )

Net (income) loss attributable to noncontrolling interests ( 48,402 ) 12,068 ( 103,299 ) 31,109

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

Income Before Income Taxes 126,784 48,474

Income tax expense 14,771 6,440

Consolidated Net Income 112,013 42,034

Net income attributable to noncontrolling interests ( 86,922 ) ( 33,717 )

Net Income Attributable to Blue Owl Capital Inc.

$ 25,091 $ 8,317

Earnings (Loss) per Class A Share

Earnings per Class A Share

Basic $ 0.05 $ 0.02

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Diluted 498,738,547 461,911,117

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

(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.

The accompanying notes are an integral part of these consolidated and combined financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Capital Inc.

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

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Class A Shares Par Value

Beginning balance $ 46 $ 45

Shares delivered on vested RSUs 1 —

Class C Shares and Common Units exchanged for Class A Shares 3 —

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Beginning balance $ 63 $ 63

Settlement of Oak Street Earnout Units — — 1 —

Settlement of Earnout Securities 1 1

Class C Shares and Common Units exchanged for Class A Shares ( 3 ) —

Class D Shares exchanged for Class C Shares 1 — 1 —

Ending Balance $ 61 $ 64

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Beginning balance $ 2,410,982 $ 2,293,903

Equity classified contingent consideration in connection with Wellfleet Acquisition — 969 ( 969 ) 969

Deferred taxes on capital transactions 158,788 ( 8,053 )

TRA liability on capital transactions ( 166,763 ) ( 988 )

Exercise of warrants — 25,763 — 25,765

Equity-based compensation 5,081 4,508

Withholding taxes on vested RSUs ( 6,112 ) ( 1,395 )

Class A Share repurchases — ( 9,729 ) — ( 33,967 )

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 166,973 40,541

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Cash dividends declared on Class A Shares ( 65,195 ) ( 57,921 )

Comprehensive income (loss) 15,109 2,060 36,285 ( 10,881 )

Comprehensive income 25,091 8,317

Ending Balance $ ( 922,988 ) $ ( 738,949 )

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Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 166,973 ) ( 40,541 )

Comprehensive income (loss) 48,402 ( 12,068 ) 103,299 ( 31,109 )

Comprehensive income 86,922 33,717

Ending Balance $ 3,525,462 $ 3,879,630

2 unchanged sentences

Blue Owl Capital Inc.

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

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Number of Class A Shares

Beginning balance 464,425,386 445,131,351

Class A Share repurchases — ( 1,021,079 ) — ( 3,021,079 )

Shares delivered on vested RSUs 1,252,343 424,933

Class C Shares and Common Units exchanged for Class A Shares 34,128,398 315,942

Exercise of warrants — 2,156,154 — 2,156,354

Class D Shares exchanged for Class A Shares 1,073,004 —

Ending Balance 500,879,131 445,872,226

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Shares delivered on vested Common Units 513,267 —

Class D Shares exchanged for Class C Shares 1,370,000 — 1,370,000 —

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

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Beginning balance 317,089,623 319,132,127

Class D Shares exchanged for Class C Shares ( 1,370,000 ) — ( 1,370,000 ) —

Class D Shares exchanged for Class A Shares ( 1,073,004 ) —

Ending Balance 316,016,619 319,132,127

The accompanying notes are an integral part of these consolidated and combined financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Capital Inc.

Consolidated and Combined Statements of Cash Flows (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities

Consolidated and combined net income (loss) $ 139,584 $ ( 41,990 )

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

Consolidated net income $ 112,013 $ 42,034

Adjustments to reconcile consolidated net income to net cash from operating activities:

Amortization of intangible assets 56,195 70,891

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Amortization of debt discounts and deferred financing costs 1,326 1,117

Amortization of investment discounts and premiums — 6

Non-cash lease expense 19,861 5,081

Payment of earnout liability in excess of acquisition-date fair value ( 13,137 ) ( 7,188 )

Net gains on investments, net of dividends ( 2,415 ) 710

Net gains on investments, net of dividends on equity-method investments ( 818 ) ( 612 )

Change in TRA liability ( 1,019 ) 1,964

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Proceeds from investment sales and maturities 3,750 8,998

Cash consideration paid for acquisitions, net of cash consideration received ( 26,245 ) ( 114,454 )

Net Cash Used in Investing Activities ( 15,331 ) ( 34,360 )

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Payment of earnout liability, up to acquisition-date fair value ( 69,738 ) ( 74,062 )

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

Payments under the TRA ( 28,166 ) —

Withholding taxes on vested RSUs ( 17,435 ) ( 4,401 )

Dividends paid on Class A Shares ( 65,195 ) ( 57,921 )

Proceeds from exercise of warrants — 151

Class A Share repurchases — ( 33,967 )

Contributions from noncontrolling interests 14,535 8,927

Distributions to noncontrolling interests ( 204,384 ) ( 129,358 )

Net Cash Used in Financing Activities ( 538,070 ) ( 109,552 )

Net Cash Provided by (Used in) Financing Activities 19,683 ( 116,815 )

Net Increase (Decrease) in Cash and Cash Equivalents 51,599 ( 30,166 )

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Cash paid for income taxes $ 5,077 $ 1,828

The accompanying notes are an integral part of these consolidated and combined financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

Blue Owl Capital Inc.

9 unchanged sentences

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

Pursuant to the Business Combination Agreement dated December 23, 2020, as amended, modified, supplemented or waived from time to time (the “Business Combination Agreement”), on May 19, 2021 (“Business Combination Date”), (i) Altimar was redomiciled as a Delaware corporation and changed its name to Blue Owl Capital Inc., (ii) Altimar merged with the combined businesses of Owl Rock Capital Group LLC and Blue Owl 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”).

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.

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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,” and collectively with the Oak Street Acquisition, Dyal Acquisition and Wellfleet Acquisition, the “Acquisitions”).

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

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 September 30, 2023:

September 30, 2023

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of March 31, 2024:

March 31, 2024

Class A Shares 500,879,131

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Class A Stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”).

As of September 30, 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.

As of March 31, 2024, 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.

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 September 30, 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 September 30, 2023.

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.

As of March 31, 2024, 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.

Class C Shares —Shares of Class C common stock that are not publicly traded.

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See Note 10 and the Company’s Annual Report 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.

Warrants —In connection with the Business Combination, the Company issued warrants to purchase Class A Shares at an original price of $ 11.50 per share (currently, $ 11.29 due to certain dividend adjustments).

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 Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

Blue Owl Operating Partnerships’ Capital Structure

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of September 30, 2023, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units September 30, 2023

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of March 31, 2024, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units March 31, 2024

GP Units 500,879,131

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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.

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

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.

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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.

Share Repurchases, RSUs Withheld for Tax Withholding and Warrants Redeemed

The following table presents share repurchase activity and RSUs withheld to satisfy tax withholding obligations during each of the indicated periods:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Number of shares purchased pursuant to the Programs — 1,021,079 — 3,021,079

Number of RSUs withheld to satisfy tax withholding obligations 542,167 45,668 901,113 152,838

Number of warrants cancelled upon redemption, net of shares issued — 7,002,894 — 7,002,894

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Share Repurchases and RSUs Withheld for Tax Withholding

On May 4, 2022, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares.

2 unchanged sentences

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.

There were no repurchases made under the Program during the three months ended March 31, 2024 and 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.

Total cash proceeds generated from exercises of the Public Warrants during the three months ended September 30, 2022 were $ 0.2 million.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

The following table presents RSUs withheld to satisfy tax withholding obligations during each of the indicated periods:

Three Months Ended

Number of RSUs withheld to satisfy tax withholding obligations 969,149 319,306

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 existing and future Oak Street products.

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

The Second Oak Street Earnout, including the delivery of 13,037,165 Common Units, is expected to vest and shall become payable in January 2024.

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

See Note 3 to the financial statements in the Company’s Annual Report for additional information.

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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.

In April 2024, the Wellfleet Triggering Event occurred with respect to the Second Wellfleet Earnout.

See Note 3 to the financial statements in the Company’s Annual Report for additional information.

2 unchanged sentences

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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

See the consolidated statement of stockholders’ equity for these amounts.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited, interim, consolidated and combined financial statements (“Financial Statements”) are prepared in accordance with U.S.

These unaudited, interim, consolidated 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”).

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

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

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

These interim Financial Statements should be read in conjunction with the annual report for the year ended December 31, 2023, filed with the SEC on Form 10-K (“Annual Report”).

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

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.

2 unchanged sentences

For details about Blue Owl’s significant accounting policies and accounting updates adopted in the prior year, see Note 2 to the financial statements in the Company’s Annual Report.

During the nine months ended September 30, 2023, there were no material updates to Blue Owl’s significant accounting policies.

During the three months ended March 31, 2024, there were no material updates to Blue Owl’s significant accounting policies.

Use of Estimates

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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.

Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are 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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

New Accounting Pronouncements

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

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

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

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 individual jurisdictions when 5% or more of the total income taxes are paid.

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

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

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

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

Retrospective application is permitted.

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

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

ACQUISITIONS AND INTANGIBLE ASSETS, NET

Par-Four Acquisition

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

(dollars in thousands)

Consideration

Cash Consideration $ 26,245

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Intangible assets - Investment management agreements $ 6,000

Due from related parties 468

Net Identifiable Assets Acquired $ 6,468

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

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

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

Par-Four’s results are 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.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

INTANGIBLE ASSETS, NET

Intangible Assets, Net

The following table summarizes the Company’s intangible assets, net:

(dollars in thousands) September 30,

(dollars in thousands) March 31,

2024 December 31,

2022 Remaining Weighted-Average Amortization Period as of September 30, 2023

2023 Remaining Weighted-Average Amortization Period as of March 31, 2024

Intangible assets, gross:

1 unchanged sentence

Investor relationships 460,300 460,300 8.4 years

Trademarks (1)

94,400 94,400 0.0 years

Total intangible assets, gross 2,684,720 2,684,720

2 unchanged sentences

Investor relationships ( 114,359 ) ( 103,608 )

Trademarks ( 94,400 ) ( 19,352 )

Total accumulated amortization ( 630,907 ) ( 574,712 )

Total Intangible Assets, Net $ 2,053,813 $ 2,110,008

(1) 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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

The following table presents expected future amortization of finite-lived intangible assets as of September 30, 2023:

The following table presents expected future amortization of finite-lived intangible assets as of March 31, 2024:

(dollars in thousands)

Period Amortization

October 1, 2023 to December 31, 2023 $ 56,657

Thereafter 1,265,098

Total $ 2,167,890

DEBT OBLIGATIONS, NET

The following tables summarize outstanding debt obligations of the Company:

September 30, 2023

(dollars in thousands) Maturity

Amount Available

Net Carrying Value

2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,867

2031 Notes 6/10/2031 700,000 700,000 — 686,741

2032 Notes 2/15/2032 400,000 400,000 — 392,532

2051 Notes 10/7/2051 350,000 350,000 — 337,813

Revolving Credit Facility 6/29/2028 1,550,000 270,000 1,273,373 270,000

Total $ 3,059,800 $ 1,779,800 $ 1,273,373 $ 1,745,953

December 31, 2022

(dollars in thousands) Maturity

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

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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

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.

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 September 30, 2023 and December 31, 2022, were 6.92 % and 6.02 %, respectively.

Subsequent to quarter end, the full amount borrowed under the Revolving Credit Facility as of September 30, 2023 was repaid.

For a description of terms of the other debt obligations presented in the tables above as well as related financial covenants, see Note 4 to the financial statements in the Company’s Annual Report.

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) Three Months Ended

September 30, Nine Months Ended

September 30,

Lease Cost 2023 2022 2023 2022

Operating lease cost $ 9,995 $ 4,795 $ 27,321 $ 11,907

Short term lease cost 65 513 193 1,319

Net Lease Cost $ 10,060 $ 5,308 $ 27,514 $ 13,226

(dollars in thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

Supplemental Lease Cash Flow Information 2023 2022 2023 2022

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases $ 4,250 $ 3,078 $ 10,933 $ 8,112

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 1,361 $ 149,365 $ 79,150 $ 153,638

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Lease Term and Discount Rate September 30, 2023 December 31, 2022

Weighted-average remaining lease term:

Operating leases 12.9 years 13.0 years

Weighted-average discount rate:

Operating leases 5.3 % 4.0 %

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

October 1, 2023 to December 31, 2023 $ 3,199

April 1, 2024 to December 31, 2024 $ 169,819

Thereafter 1,072,767

Total Lease Payments 444,156

Imputed interest ( 140,433 )

Total Lease Liabilities $ 303,723

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 $ 67.5 million related to leases that have not commenced that were entered into as of September 30, 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 2025 and continue for approximately 13 years.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

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

Three Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2023 2022 2023 2022

Credit Strategies

Diversified lending $ 159,461 $ 126,492 $ 460,642 $ 340,853

Technology lending 52,889 29,905 148,676 76,738

First lien lending 4,525 4,213 13,758 11,867

Opportunistic lending 2,422 2,312 7,297 6,583

Liquid credit 6,590 6,778 20,244 13,073

Management Fees, Net 225,887 169,700 650,617 449,114

Administrative, transaction and other fees 31,246 25,666 84,170 86,541

Total GAAP Revenues - Credit Strategies 257,133 195,366 734,787 535,655

GP Strategic Capital Strategies

GP minority stakes 132,498 153,563 393,218 380,097

GP debt financing 4,613 3,532 11,990 9,990

Professional sports minority stakes 683 283 1,650 1,296

Strategic Revenue-Share Purchase consideration amortization ( 10,659 ) ( 9,770 ) ( 30,198 ) ( 27,614 )

Management Fees, Net 127,135 147,608 376,660 363,769

Administrative, transaction and other fees 8,846 5,818 26,451 16,209

Total GAAP Revenues - GP Strategic Capital Strategies 135,981 153,426 403,111 379,978

Real Estate Strategies

Net lease 32,987 21,069 89,386 57,451

Management Fees, Net 32,987 21,069 89,386 57,451

Administrative, transaction and other fees 3,549 1,125 9,783 1,125

Realized performance income — — 506 —

Total GAAP Revenues - Real Estate Strategies 36,536 22,194 99,675 58,576

Total GAAP Revenues $ 429,650 $ 370,986 $ 1,237,573 $ 974,209

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

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

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

Nine Months Ended September 30,

(dollars in thousands) 2023 2022

Management Fees Receivable

Beginning balance $ 262,059 $ 168,057

Ending balance $ 226,321 $ 261,166

Administrative, Transaction and Other Fees Receivable

Beginning balance $ 44,060 $ 19,535

Ending balance $ 46,990 $ 35,361

Realized Performance Income Receivable

Beginning balance $ 1,132 $ 10,496

Ending balance $ — $ —

Unearned Management Fees

Beginning balance $ 9,389 $ 10,299

Ending balance $ 9,196 $ 9,913

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.

Nine Months Ended September 30,

(dollars in thousands) 2023 2022

Beginning Balance $ 457,939 $ 495,322

Amortization ( 30,198 ) ( 27,614 )

Ending Balance $ 427,741 $ 467,708

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

OTHER ASSETS, NET

(dollars in thousands) September 30,

2023 December 31,

Fixed assets, net:

Leasehold improvements $ 89,138 $ 61,741

Furniture and fixtures 13,727 10,922

Computer hardware and software 7,346 3,171

Accumulated depreciation and amortization ( 12,056 ) ( 4,644 )

Fixed assets, net 98,155 71,190

Receivables 16,534 11,935

Prepaid expenses 8,888 6,099

Unamortized debt issuance costs on revolving credit facilities 9,780 6,328

Other assets 4,691 4,127

Total $ 2,053,813

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”).

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 30,861,560 remain available as of September 30, 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.

Three Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2023 2022 2023 2022

Acquisition related

Oak Street Earnout Units $ 20,310 $ 62,002 $ 60,267 $ 183,984

Wellfleet Earnout Shares 882 829 2,501 1,640

Total acquisition related 21,192 62,831 62,768 185,624

Incentive Units 42,104 36,912 118,950 98,238

RSUs 11,678 8,333 37,357 25,500

Equity-Based Compensation Expense $ 74,974 $ 108,076 $ 219,075 $ 309,362

Corresponding tax benefit $ 180 $ 152 $ 652 $ 456

Fair value of RSUs settled in Class A Shares $ 5,702 $ 715 $ 12,408 $ 3,474

Fair value of RSUs withheld to satisfy tax withholding obligations $ 6,365 $ 590 $ 11,179 $ 1,897

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Wellfleet Earnout Shares Modification

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 that vested in April 2023 and that was cash settled was treated as a cash settlement of an equity-classified arrangement.

INVESTMENTS AND FAIR VALUE DISCLOSURES

The following table presents the components of the Company’s investments:

(dollars in thousands) September 30,

(dollars in thousands) March 31,

2024 December 31,

6 unchanged sentences

Total $ 357,774 $ 344,265

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

Fair Value Measurements Categorized within the Fair Value Hierarchy

11 unchanged sentences

These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

• 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.

4 unchanged sentences

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.

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:

September 30, 2023

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023:

March 31, 2024

(dollars in thousands) Level I Level II Level III Total

20 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

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.

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 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 three and nine months ended September 30, 2023 and 2022:

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended March 31, 2024 and 2023:

(dollars in thousands) Level III Assets

Investment in CLOs

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Beginning balance $ 2,430 $ — $ 2,843 $ —

Purchases — 3,738 — 3,738

Net gains (losses) 278 ( 74 ) ( 135 ) ( 74 )

Ending Balance $ 2,708 $ 3,664 $ 2,708 $ 3,664

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 278 $ ( 74 ) $ ( 135 ) $ ( 74 )

Three Months Ended September 30, 2023 Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

Three Months Ended March 31,

Beginning balance $ 2,521 $ 2,843

Net (gains) losses ( 35 ) 2,050 2,007 4,022

Net losses ( 144 ) ( 165 )

Ending Balance $ 2,377 $ 2,678

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 35 ) $ 2,050 $ 2,007 $ 4,022

Nine Months Ended September 30, 2023 Level III Liabilities

Change in net unrealized losses on assets still recognized at the reporting date $ ( 144 ) $ ( 165 )

Three Months Ended March 31, 2024 Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

4 unchanged sentences

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 536 ) $ 14,700 $ 402 $ 14,566

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Three Months Ended September 30, 2022 Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

Beginning balance $ 119,607 $ 11,100 $ 159,255 $ 289,962

Acquisitions — — ( 969 ) ( 969 )

Net (gains) losses ( 3,599 ) ( 3,650 ) 1,760 ( 5,489 )

Ending Balance $ 116,008 $ 7,450 $ 160,046 $ 283,504

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 3,599 ) $ ( 3,650 ) $ 1,760 $ ( 5,489 )

Nine Months Ended September 30, 2022 Level III Liabilities

Three Months Ended March 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

Acquisitions — — 13,782 13,782

Net losses (gains) 4,683 ( 18,300 ) 2,464 ( 11,153 )

Settlements — — ( 81,250 ) ( 81,250 )

Net losses 2,364 1,950 994 5,308

Ending Balance $ 122,951 $ 10,500 $ 91,814 $ 225,265

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 4,683 $ ( 18,300 ) $ 2,464 $ ( 11,153 )

Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,364 $ 1,950 $ 994 $ 5,308

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

2 unchanged sentences

These investments are generally classified as Level II.

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

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

2 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

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.

The remaining TRA liability on the Company’s consolidated statements of financial condition is not measured at fair value.

Warrant Liability

4 unchanged sentences

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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Earnout Liability

As of September 30, 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 September 30, 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.

As of March 31, 2024, the earnout liability was comprised of the Wellfleet Earnouts.

As of December 31, 2023, 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.

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

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 September 30, 2023:

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of March 31, 2024:

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

3 unchanged sentences

Earnout liability:

Oak Street Earnouts 81,654 Discounted cash flow Discount Rate 16 % - 16 % 16 % Decrease

Wellfleet Earnouts 9,646 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

1 unchanged sentence

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2023:

4 unchanged sentences

Earnout liability:

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

Discount rate 17 % - 17 % 17 % Decrease

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

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

1 unchanged sentence

Fair Value of Other Financial Instruments

As of September 30, 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 $ 1.1 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 March 31, 2024, the fair value of the Company’s debt obligations was approximately $ 1.8 billion compared to a carrying value of $ 2.1 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, 2023, the fair value of the Company’s debt obligations was approximately $ 1.4 billion compared to a carrying value of $ 1.7 billion, of which $ 1.2 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of September 30, 2023 and December 31, 2022, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date.

The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained or as tax laws and regulations change.

Accordingly, the effective tax rate for future interim periods may vary materially.

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 March 31, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

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) Three Months Ended March 31,

Lease Cost 2024 2023

Operating lease cost $ 10,759 $ 8,171

Short term lease cost 37 62

Net Lease Cost $ 10,796 $ 8,233

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

The Registrant is a domestic corporation for U.S.

federal income tax purposes and is subject to U.S.

federal and state and local corporate-level income taxes on its share of taxable income from the Blue Owl Operating Group.

Further, the Registrant’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of 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.

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, are partnerships for U.S.

federal income tax purposes and taxable entities for certain state and local taxes, such as New York City and Connecticut UBT.

The Company had an effective tax rate of 14.4 % and 13.9 % for the three and nine months ended September 30, 2023, respectively, and 29.0 % and 7.7 % for the three and nine months ended September 30, 2022, respectively.

The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes.

The Company regularly evaluates the realizability of its deferred tax asset 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.

As of September 30, 2023, 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 may 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 2018.

In connection with and subsequent to the Business Combination, the Company recorded to additional paid-in capital various adjustments to deferred tax assets and liabilities, 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 may 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.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

(dollars in thousands) Three Months Ended March 31,

Supplemental Lease Cash Flow Information 2024 2023

Cash paid (received) for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases (1)

$ ( 9,065 ) $ 3,152

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 5,495 $ 35,933

(1) The amount presented above for the three months ended March 31, 2024, includes $ 14.7 million of tenant improvement allowances received from the lessor.

Lease Term and Discount Rate March 31, 2024 December 31, 2023

Weighted-average remaining lease term:

Operating leases 12.4 years 12.5 years

Weighted-average discount rate:

Operating leases 5.5 % 5.4 %

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

April 1, 2024 to December 31, 2024 $ 19,081

Thereafter 303,774

Total Lease Payments 476,725

Imputed interest ( 142,139 )

Total Lease Liabilities $ 334,586

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 $ 30.9 million related to leases that have not commenced that were entered into as of March 31, 2024.

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

These operating lease payments are anticipated to commence in the second quarter of 2024 and continue for approximately 14 years.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

OTHER ASSETS, NET

(dollars in thousands) March 31,

2024 December 31,

Fixed assets, net:

Leasehold improvements $ 147,904 $ 127,612

Furniture and fixtures 13,936 13,823

Computer hardware and software 9,361 8,328

Accumulated depreciation and amortization ( 17,683 ) ( 14,870 )

Fixed assets, net 153,518 134,893

Receivables 11,386 15,853

Prepaid expenses 9,079 7,212

Unamortized debt issuance costs on revolving credit facilities 8,750 9,265

Other assets 13,903 20,232

Total $ 196,636 $ 187,455

DEBT OBLIGATIONS, NET

The following tables summarize outstanding debt obligations of the Company:

March 31, 2024

(dollars in thousands) Maturity

Amount Available

Net Carrying Value

2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,504

2031 Notes 6/10/2031 700,000 700,000 — 687,585

2032 Notes 2/15/2032 400,000 400,000 — 393,000

2051 Notes 10/7/2051 350,000 350,000 — 338,030

Revolving Credit Facility 6/29/2028 1,550,000 595,000 948,300 595,000

Total $ 3,059,800 $ 2,104,800 $ 948,300 $ 2,072,119

December 31, 2023

(dollars in thousands) Maturity

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

Revolving Credit Facility

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

Borrowings under the Revolving Credit Facility bear interest at the Company’s discretion at a rate (a) per annum of adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 1.25 % to 1.875 %, plus 0.1 % term SOFR adjustment, or (b) the greater of the (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % or (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.25 % to 0.875 %.

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

The borrowing rates for balances outstanding under the Revolving Credit Facility as of March 31, 2024 and December 31, 2023, were 6.92 % and 6.96 % , respectively.

As of the date of this report, the amount borrowed under the Revolving Credit Facility was fully repaid.

For a description of terms of the other debt obligations presented in the tables above as well as related financial covenants, see Note 4 to the financial statements in the Company’s Annual Report.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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.

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 pays 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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

The table below presents management’s estimate as of September 30, 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.

During the three months ended March 31, 2024, the Company made a TRA payment of $ 28.2 million (including $ 2.8 million to related parties).

The table below presents management’s estimate as of March 31, 2024, 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

October 1, 2023 to December 31, 2023 $ —

April 1, 2024 to December 31, 2024 $ —

Thereafter 858,518

2 unchanged sentences

Total TRA Liability $ 1,017,379

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

Unfunded Product Commitments

As of September 30, 2023, the Company had unfunded investment commitments to its products of $ 29.7 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.

As of March 31, 2024, the Company had unfunded investment commitments to its products of $ 33.2 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 13.

2 unchanged sentences

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

As of September 30, 2023, the Company has not had prior claims or losses pursuant to these arrangements.

As of March 31, 2024, the Company has not had prior claims or losses pursuant to these arrangements.

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.

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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

(dollars in thousands) September 30,

2023 December 31,

Management fees $ 226,321 $ 262,059

Realized performance income — 1,132

Administrative fees 46,990 44,060

Other expenses paid on behalf of the Company’s products and other related parties 72,962 50,670

Due from Related Parties $ 346,273 $ 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 $ 15.8 million and $ 44.0 million during the three and nine months ended September 30, 2023, respectively, and $ 14.3 million and $ 37.6 million during the three and nine months ended September 30, 2022, 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 $ 12.2 million and $ 31.2 million during the three and nine months ended September 30, 2023, respectively, and $ 5.9 million and $ 18.4 million during the three and nine months ended September 30, 2022, 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.

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 $( 0.8 ) million and $( 5.8 ) million for the three and nine months ended September 30, 2023, respectively, and $ 0.8 million and $ 13.5 million for the three and nine months ended September 30, 2022, 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 $ 0.9 million and $ 2.3 million for the three and nine months ended September 30, 2023, respectively, and $ 0.6 million and $ 1.7 million for the three and nine months ended September 30, 2022, 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.

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 September 30, 2023, $ 225.0 million was outstanding under the promissory note and the Company recorded $ 4.4 million and $ 12.8 million of interest income for the three and nine months ended September 30, 2023, respectively, and $ 0.7 million for the three and nine months ended September 30, 2022.

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

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

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

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

Three Months Ended March 31,

(dollars in thousands) 2024 2023

Credit Platform

Diversified lending $ 192,378 $ 146,095

Technology lending 59,210 47,690

First lien lending 4,103 4,485

Opportunistic lending 2,385 2,400

Liquid credit 6,799 7,518

Other 5,926 —

Management Fees, Net 270,801 208,188

Administrative, transaction and other fees 47,421 20,091

Performance revenues 175 —

Total GAAP Revenues - Credit Platform 318,397 228,279

GP Strategic Capital Platform

GP minority stakes 139,786 130,296

GP debt financing 5,405 3,751

Professional sports minority stakes 1,232 402

Strategic Revenue-Share Purchase consideration amortization ( 10,660 ) ( 9,769 )

Management Fees, Net 135,763 124,680

Administrative, transaction and other fees 10,800 8,405

Total GAAP Revenues - GP Strategic Capital Platform 146,563 133,085

Real Estate Platform

Net lease 41,334 25,957

Management Fees, Net 41,334 25,957

Administrative, transaction and other fees 5,176 3,159

Performance revenues 1,870 506

Total GAAP Revenues - Real Estate Platform 48,380 29,622

Total GAAP Revenues $ 513,340 $ 390,986

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

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 part any time prior to maturity in January 2026.

As of September 30, 2023, $ 7.5 million was outstanding under the promissory note and the Company recorded $ 0.2 million and $ 0.5 million of interest income for the three and nine months ended September 30, 2023.

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.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

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 statements of financial condition.

Three Months Ended March 31,

(dollars in thousands) 2024 2023

Management Fees Receivable

Beginning balance $ 243,203 $ 262,059

Ending balance $ 270,139 $ 213,969

Administrative, Transaction and Other Fees Receivable

Beginning balance $ 42,059 $ 44,060

Ending balance $ 41,805 $ 32,331

Performance Revenues Receivable

Beginning balance $ 2,975 $ 1,132

Ending balance $ 1,184 $ 320

Unearned Management Fees

Beginning balance $ 9,398 $ 9,389

Ending balance $ 7,610 $ 12,764

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 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.

Three Months Ended March 31,

(dollars in thousands) 2024 2023

Beginning Balance $ 417,081 $ 457,939

Amortization ( 10,660 ) ( 9,769 )

Ending Balance $ 406,421 $ 448,170

EQUITY-BASED COMPENSATION

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 17,770,216 remain available as of March 31, 2024.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

The table below presents information regarding equity-based compensation expense.

Three Months Ended March 31,

(dollars in thousands) 2024 2023

Acquisition related

Oak Street Earnout Units $ — $ 19,868

Wellfleet Earnout Shares 2,103 811

Total acquisition related 2,103 20,679

Incentive Units 46,503 39,474

RSUs 17,107 13,122

Equity-Based Compensation Expense $ 65,713 $ 73,275

Corresponding tax benefit $ 825 $ 242

Fair value of RSUs settled in Class A Shares $ 22,580 $ 5,856

Fair value of RSUs withheld to satisfy tax withholding obligations $ 17,435 $ 4,400

The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained or as tax laws and regulations change.

Accordingly, the effective tax rate for future interim periods may vary materially.

The Registrant is a domestic corporation for U.S.

federal income tax purposes and is subject to U.S.

federal and state and local corporate-level income taxes on its share of taxable income from the Blue Owl Operating Group.

The Company’s estimate is based on the most recent information available.

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, are partnerships for U.S.

federal income tax purposes and taxable entities for certain state and local taxes, such as New York City UBT.

The Company had an effective tax rate of 11.7 % for the three months ended March 31, 2024 and 13.3 % for the three months ended March 31, 2023.

The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes.

As of March 31, 2024, 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 may 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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

The deferred tax assets will be recovered as the basis is amortized.

See the Company’s consolidated statements of stockholders’ equity for these amounts.

EARNINGS PER SHARE

The table below presents the Company’s treatment for basic and diluted earnings 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.

22 unchanged sentences

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

These vested RSUs totaled 11,393,389 and 10,927,643 for the three and nine months ended September 30, 2023, and 10,752,588 and 10,839,982 for the three and nine months ended September 30, 2022.

(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.

These vested RSUs totaled 12,098,617 for the three months ended March 31, 2024, and 10,736,476 for the three months ended March 31, 2023.

(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 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 three months ended September 30, 2023.

As of September 30, 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 three and nine months ended September 30, 2022.

However, had September 30, 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 three and nine months ended September 30, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition.

As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for three months ended March 31, 2024.

As of March 31, 2023, 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 per share for the three months ended March 31, 2023.

However, had March 31, 2023, 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 per share for the three months ended March 31, 2023, 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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

(5) As of September 30, 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 three and nine months ended September 30, 2023.

As of September 30, 2022, the Oak Street Triggering Events with respect 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 three and nine months ended September 30, 2022.

However, had September 30, 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 three and nine months ended September 30, 2023.

Had September 30, 2022 also been the end of the contingency period for the First and Second Oak Street Earnout Units, the Oak Street Triggering Events would not yet have occurred, and therefore the First and Second Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the three and nine months ended September 30, 2022.

Three Months Ended September 30, 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 $ 15,109 466,376,329 $ 0.03

Effect of dilutive securities:

Unvested RSUs — 5,491,852 —

Warrants ( 663 ) 222,129 —

Vested Common Units — — 953,172,293

Vested Incentive Units — — 9,380,431

Unvested Incentive Units — — 24,891,476

Oak Street Earnout Units — 10,483,603 —

Diluted $ 14,446 482,573,913 $ 0.03

Nine Months Ended September 30, 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 $ 36,285 460,691,359 $ 0.08

Effect of dilutive securities:

Unvested RSUs — 5,159,344 —

Warrants ( 1,136 ) 34,602 —

Vested Common Units 69,963 957,654,570 —

Vested Incentive Units — — 8,036,109

Unvested Incentive Units — — 24,940,033

Oak Street Earnout Units — 8,650,907 —

Diluted $ 105,112 1,432,190,782 $ 0.07

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

September 30, 2023

Three Months Ended September 30, 2022 Net Loss Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings

Per Class A Share Weighted-Average Number of Antidilutive Instruments

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

(5) The Second Oak Street Earnouts and the First Oak Street Earnouts were settled as common units during the three months ended March 31, 2024 and 2023, respectively.

As of March 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 three months ended March 31, 2023.

Had March 31, 2023, 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 per share for the three months ended March 31, 2023.

Three Months Ended March 31, 2024 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)

3 unchanged sentences

Warrants ( 5,153 ) 1,617,910 —

Compensation-classified Wellfleet Earnout Shares — 84,672 —

Contingent consideration-classified Wellfleet Earnout Shares — 78,393 —

Vested Common Units — — 951,592,871

1 unchanged sentence

Unvested Incentive Units — — 25,282,958

Oak Street Earnout Units — — 26,074,330

Diluted $ 19,938 498,738,547 $ 0.04

Nine Months Ended September 30, 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

Three Months Ended March 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)

8 unchanged sentences

Unvested Incentive Units — — 25,016,462

Oak Street Earnout Units — — 26,074,330

Diluted $ 7,699 461,911,117 $ 0.02

RELATED PARTY TRANSACTIONS

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 statements of financial condition.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

(dollars in thousands) March 31,

2024 December 31,

Management fees $ 270,139 $ 243,203

Performance revenues 1,184 2,975

Administrative fees 41,805 42,059

Other expenses paid on behalf of the Company’s products and other related parties 70,823 78,899

Due from Related Parties $ 383,951 $ 367,136

Administrative Fees

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

These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 24.0 million and $ 13.8 million for the three months ended March 31, 2024 and 2023, 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 statements of operations and totaled $ 16.7 million and $ 8.8 million for the three months ended March 31, 2024 and 2023, respectively.

Expense Support and Caps Arrangements

The Company is party to expense support and cap arrangements with certain of the products it manages.

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 $( 1.8 ) million and $( 1.9 ) million for the three months ended March 31, 2024 and 2023, respectively.

These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated 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 $ 0.9 million for the three months ended March 31, 2024 and 2023, respectively.

Promissory Notes

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 March 31, 2024, $ 200.0 million was outstanding under this promissory note, and the Company recorded $ 3.6 million of interest income for the three months ended March 31, 2024.

As of March 31, 2023, $ 250.0 million was outstanding under this promissory note and the Company recorded $ 4.1 million of interest income for the three months ended March 31, 2023.

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

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 March 31, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million of interest income for the three months ended March 31, 2024.

As of March 31, 2023, $ 4.5 million was outstanding under this promissory note and the Company recorded $ 0.1 million of interest income for the three months ended March 31, 2023.

SUBSEQUENT EVENTS

On November 2, 2023, the Company announced a cash dividend of $ 0.14 per Class A Share.

The dividend is payable on November 30, 2023, to holders of record as of the close of business on November 20, 2023.

On May 2, 2024, the Company announced a cash dividend of $ 0.18 per Class A Share.

The dividend is payable on May 30, 2024, to holders of record as of the close of business on May 21, 2024.

In April 2024, the Company announced its entry into an agreement to acquire Kuvare Insurance Services LP (dba Kuvare Asset Management) (“KAM”), a boutique investment management firm focused on providing asset management services to the insurance industry, including Kuvare UK Holdings (“Kuvare”), for $ 750 million (the “KAM Acquisition”).

The Company will fund the KAM Acquisition through a combination of $ 325 million in cash and $ 425 million in Blue Owl Class A common stock.

The KAM Acquisition is expected to close in the second or third quarter of 2024 and remains subject to customary regulatory approvals and other closing conditions and specified termination rights.

Separately, the Company made a long-term investment in Kuvare, purchasing $ 250 million of preferred equity.

In April 2024, the Company announced its entry into an agreement to acquire Prima Capital Advisors (“Prima”) for $ 170 million (the “Prima Acquisition”).

The Prima Acquisition will be funded through a combination of approximately $ 157 million of Class A Shares, Class C Shares and Blue Owl Operating Group Units and approximately $ 13 million in cash, subject to certain closing consideration adjustments.

The Prima Acquisition is expected to close in the second or third quarter of 2024, subject to customary closing conditions.

In April 2024, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 750.0 million aggregate principal amount of 6.250 % Senior Notes due 2034 (the “2034 Notes”).

The 2034 Notes bear interest at a rate of 6.250 % per annum and mature on April 18, 2034.

Interest on the 2034 Notes will be payable semi-annually in arrears on April 18 and October 18 of each year, commencing October 18, 2024.

Proceeds from the 2034 Notes were used to repay the outstanding borrowings under the Revolving Credit Facility.

The remaining proceeds will be used for general corporate purposes, including to fund any future strategic acquisitions or related transactions and growth initiatives.

The 2034 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, 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 2034 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 January 18, 2034, the redemption price for the 2034 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 2034 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 2034 Notes also provide for customary events of default and acceleration.

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

What changed 10-Q

Item 5. Other Information