What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-08-01 compared with 2024-05-03 · 340 added, 184 removed, 734 unchanged (42% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

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.”

During the fiscal quarter ended June 30, 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.

5 unchanged sentences

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.

8 unchanged sentences

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

Registration Rights and Lock-Up Agreement, dated as of July 1, 2024, by and among Blue Owl Capital Inc., Makena Strategic Opportunities Fund — KH, LLC, KIS Holdings Ltd., KIS Participation LP, Kuvare Insurance Services LLC and other sellers party thereto

Amended and Restated Blue Owl Capital Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K/A filed on June 20, 2024)

Registration Rights Agreement, dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, BofA Securities, Inc.

and Goldman Sachs & Co.

LLC, as representatives of the initial purchasers and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

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

Registration Rights Agreement, dated as of June 6, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, and Goldman Sachs & Co.

LLC and BofA Securities, Inc., as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 6, 2024)

First Amendment to Amended and Restated Investor Rights Agreement, dated as of June 13, 2024 among Blue Owl Capital Inc.

and the other parties thereto

Second Amendment to the Amended and Restated Credit Agreement, dated as of July 23, 2024, by and among Blue Owl Finance LLC, the guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.

(incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on July 23, 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

7 unchanged sentences

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

Exhibit Number Description

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

(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

(i) the Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 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.

August 1, 2024

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

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

Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023

Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023

Notes to Consolidated Financial Statements F- 7

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(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Management fees, net (includes Part I Fees of $ 129,442 , $ 91,938 , $ 249,603 and $ 177,802 respectively)

32 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Class A Shares Par Value

1 unchanged sentence

Shares delivered on vested RSUs — — 1 —

Class A Shares issued in connection with Prima Acquisition 1 — 1 —

Class C Shares and Common Units exchanged for Class A Shares 3 — 6 —

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Beginning balance $ 61 $ 64 $ 63 $ 63

Settlement of Earnout Securities 1 1

Settlement of Oak Street Earnout Securities — — 1 1

Common Units issued in connection with Prima Acquisition 1 — 1 —

Class C Shares and Common Units exchanged for Class A Shares ( 3 ) ( 1 ) ( 6 ) ( 1 )

5 unchanged sentences

Beginning balance $ 2,568,949 $ 2,328,516 $ 2,410,982 $ 2,293,903

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

Deferred taxes on capital transactions 125,326 18,213 284,114 10,160

3 unchanged sentences

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 68,892 33,710 235,865 74,251

Class A Shares issued in connection with Prima Acquisition 109,827 — 109,827 —

Ending Balance $ 2,729,472 $ 2,359,830 $ 2,729,472 $ 2,359,830

13 unchanged sentences

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 68,892 ) ( 33,709 ) ( 235,865 ) ( 74,250 )

Common Units issued in connection with Prima Acquisition 27,195 — 27,195 —

Comprehensive income 104,109 21,180 191,031 54,897

5 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Number of Class A Shares

1 unchanged sentence

Shares delivered on vested RSUs 66,672 81,917 1,319,015 506,850

Class A Shares issued in connection with Prima Acquisition 6,352,047 — 6,352,047 —

Class C Shares and Common Units exchanged for Class A Shares 29,987,495 8,603,451 64,115,893 8,919,393

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

Class D Shares and Common Units exchanged for Class A Shares 332,671 — 1,405,675 —

Ending Balance 537,618,016 454,557,594 537,618,016 454,557,594

1 unchanged sentence

Beginning balance 611,908,856 642,123,728 632,486,822 629,402,505

Common Units issued in connection with Prima Acquisition 1,572,883 — 1,572,883 —

Class C Shares and Common Units exchanged for Class A Shares ( 29,987,495 ) ( 8,603,451 ) ( 64,115,893 ) ( 8,919,393 )

4 unchanged sentences

Beginning balance 316,016,619 319,132,127 317,089,623 319,132,127

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

Class D Shares and Common Units exchanged for Class A Shares ( 332,671 ) — ( 1,405,675 ) —

Ending Balance 315,683,948 319,132,127 315,683,948 319,132,127

3 unchanged sentences

(Dollars in Thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

23 unchanged sentences

Proceeds from investment sales and maturities 203,869 8,641

Cash consideration paid for acquisitions, net of cash acquired ( 27,958 ) —

Net Cash Used in Investing Activities ( 150,021 ) ( 56,896 )

4 unchanged sentences

Payment of earnout liability, up to acquisition-date fair value ( 79,981 ) ( 79,134 )

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

Payments under the TRA ( 28,166 ) —

13 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

Blue Owl Capital Inc.

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Business Combination, Including Dyal Acquisition

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

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

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

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

On May 19, 2021, the Business Combination was completed resulting from transactions contemplated by the business combination agreement dated as of December 23, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and the Dyal Capital Partners business acquired from Neuberger Berman Group LLC (the “Dyal Acquisition”).

Oak Street Acquisition

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

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

Wellfleet Acquisition

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

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

Par Four Acquisition

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

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

CHI Acquisition

Prima Acquisition

On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC (“Prima”) (the “Prima Acquisition,” and collectively with the Dyal Acquisition, Oak Street Acquisition, Wellfleet Acquisition, Par Four Acquisition and CHI Acquisition, the “Acquisitions”).

Blue Owl Capital Inc.

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”).

June 30, 2024

Registrant’s Capital Structure

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

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of June 30, 2024:

June 30, 2024

Class A Shares 537,618,016

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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 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.

As of June 30, 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 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.

As of June 30, 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 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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

Warrants —The Company has warrants outstanding that were issued in connection with the Business Combination (“Private Placement Warrants”).

The Private Placement Warrants currently have a strike price of $ 11.20 and will expire on May 19, 2026.

Blue Owl Operating Partnerships’ Capital Structure

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

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of June 30, 2024, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units June 30, 2024

GP Units 537,618,016

1 unchanged sentence

Incentive Units 32,825,014

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships.

2 unchanged sentences

References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships.

References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of Common Units exchanged for Class A Shares.

References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of the Acquisitions and Common Units exchanged for Class A Shares.

Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships.

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Unvested Incentive Unitholders generally are not entitled to distributions;

however, consistent with other Blue Owl Operating Group Units (other than Oak Street Earnout Units), unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities.

As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units other than Oak Street Earnout Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities.

however, consistent with other Blue Owl Operating Group Units, unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities.

As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities.

Share Repurchases and RSUs Withheld for Tax Withholding

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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.

There were no repurchases made under the Program during the three months ended March 31, 2024 and 2023.

There were no repurchases made under the Program during the six months ended June 30, 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.

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

June 30, Six Months Ended

2024 2023 2024 2023

Number of RSUs withheld to satisfy tax withholding obligations 31,669 39,640 1,000,818 358,946

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Acquisitions-Related Earnouts

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

In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units and corresponding Class C Shares (collectively, the “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 were based on achieving a certain level of quarterly management fee revenues from the Company’s Real Estate products.

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

1 unchanged sentence

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

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

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

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

1 unchanged sentence

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

In connection with the Prima Acquisition, the Company agreed to deliver earnout consideration of up to $ 35.0 million in the form of up to 488,871 Class A Shares and 1,480,732 Common Units and corresponding Class C Shares (collectively the “Prima Earnouts”) upon achieving a certain level of revenue from real estate finance products (the “Prima Triggering Event”).

See Note 3 for additional information.

Common Unit Exchanges

6 unchanged sentences

generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

All intercompany transactions and balances have been eliminated in consolidation and combination.

All intercompany transactions and balances have been eliminated in consolidation.

The notes are an integral part of the Company’s Financial Statements.

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

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

The Company’s comprehensive income is comprised solely of consolidated net income (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 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.

For details about Blue Owl’s significant accounting policies, see Note 2 to the consolidated financial statements in the Company’s Annual Report.

Preferred Equity Investment

The Company has elected the fair value option for its preferred equity investment in Kuvare UK Holdings in order to simplify the accounting for this instrument, and therefore changes in unrealized gains or losses are included in current-period earnings within net gains on investments in the consolidated statements of operations.

Dividends compound quarterly, are payable when declared, and are included within interest and dividend income in the consolidated statements of operations.

Additional disclosures related to fair value are included in Note 4.

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.

The Acquisitions were accounted for using the acquisition method of accounting.

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

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

June 30, 2024

Use of Estimates

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The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period;

(ii) the fair value of equity-based compensation grants;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration), warrants and earnout liabilities;

(ii) the fair value of the preferred equity investment and equity-based compensation grants;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration) and earnout liabilities;

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

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

(v) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation and (vi) 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, are assumptions about the Company’s strategic plans with regard to its operations.

2 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

New Accounting Pronouncements

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

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

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 material impact on the Company’s Financial Statements upon adoption.

Standard Description Effective Date and

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Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

INTANGIBLE ASSETS, NET

June 30, 2024

ACQUISITIONS AND INTANGIBLE ASSETS, NET

The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the Prima Acquisition:

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (2)

Earnout consideration (3)

Total Consideration $ 183,738

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Cash and cash equivalents $ 158

Due from related parties 2,005

Operating lease assets 456

Deferred tax assets 4,243

Intangible assets - Investment management agreements 108,000

Other assets, net 412

Total assets acquired 115,274

Liabilities assumed:

Operating lease liabilities 456

Deferred tax liabilities 1,735

Accounts payable, accrued expenses and other liabilities 3,633

Total liabilities assumed 5,824

Net Identifiable Assets Acquired $ 109,450

(1) Represents Class A Shares, Common Units and corresponding Class C Shares issued to Prima selling stockholders.

(2) Includes cash consideration paid for seller-related transaction expenses and indebtedness.

(3) Represents the fair value of contingent consideration payable to sellers related to the Prima Earnouts.

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

Approximately $ 14.0 million of 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 15.5 years from the date of acquisition.

Prima’s results are included in the Company’s consolidated results starting from the date the acquisition closed, June 6, 2024, and such amounts are not material to the Financial Statements.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Intangible Assets, Net

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

(dollars in thousands) March 31,

(dollars in thousands) June 30,

2024 December 31,

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

2023 Remaining Weighted-Average Amortization Period as of June 30, 2024

Intangible assets, gross:

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Total Intangible Assets, Net $ 2,105,079 $ 2,110,008

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

The following table presents expected future amortization of finite-lived intangible assets as of June 30, 2024:

(dollars in thousands)

Period Amortization

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

July 1, 2024 to December 31, 2024 $ 117,763

Thereafter 1,144,638

2 unchanged sentences

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

(dollars in thousands) March 31,

(dollars in thousands) June 30,

2024 December 31,

Preferred equity investment, at fair value $ 253,581 $ —

Loans, at amortized cost (includes $ 7,500 and $ 207,500 of investments in the Company’s products, respectively)

7 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

Fair Value Measurements Categorized within the Fair Value Hierarchy

19 unchanged sentences

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

June 30, 2024

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:

June 30, 2024

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

Investments, at Fair Value

Preferred equity investment $ — $ — $ 253,581 $ 253,581

Equity investments in the Company’s products — 99,334 — 99,334

19 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

Reconciliation of Fair Value Measurements Categorized within Level III

1 unchanged sentence

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 months ended March 31, 2024 and 2023:

(dollars in thousands) Level III Assets

Investment in CLOs

Three Months Ended March 31,

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

Beginning balance $ — $ 2,377 $ 2,377

Net losses ( 144 ) ( 165 )

Purchases 253,585 3,700 257,285

Net gains (losses) ( 4 ) ( 162 ) ( 166 )

Ending Balance $ 253,581 $ 5,915 $ 259,496

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

Three Months Ended March 31, 2024 Level III Liabilities

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ ( 4 ) $ ( 162 ) $ ( 166 )

Six Months Ended June 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

Beginning balance $ — $ 2,521 $ 2,521

Purchases 253,585 3,700 257,285

Net gains (losses) ( 4 ) ( 306 ) ( 310 )

Ending Balance $ 253,581 $ 5,915 $ 259,496

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ ( 4 ) $ ( 306 ) $ ( 310 )

Three Months Ended June 30, 2023 Level III Assets

(dollars in thousands) CLOs Total

Beginning balance $ 2,678 $ 2,678

Net gains (losses) ( 248 ) ( 248 )

Ending Balance $ 2,430 $ 2,430

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ ( 248 ) $ ( 248 )

Six Months Ended June 30, 2023 Level III Assets

(dollars in thousands) CLOs Total

Beginning balance $ 2,843 $ 2,843

Net gains (losses) ( 413 ) ( 413 )

Ending Balance $ 2,430 $ 2,430

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ ( 413 ) $ ( 413 )

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Three Months Ended June 30, 2024 Level III Liabilities

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

Beginning balance $ 107,311 $ 37,300 $ 9,646 $ 154,257

Issuances — — 18,600 18,600

Settlements — — ( 5,000 ) ( 5,000 )

2 unchanged sentences

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 2,979 $ ( 3,050 ) $ 88 $ 17

Three Months Ended March 31, 2023 Level III Liabilities

Six Months Ended June 30, 2024 Level III Liabilities

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

Beginning balance $ 116,398 $ 22,600 $ 92,119 $ 231,117

Issuances — — 18,600 18,600

Settlements ( 8,551 ) — ( 87,875 ) ( 96,426 )

2 unchanged sentences

Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,851 $ 11,650 $ 243 $ 14,744

Three Months Ended June 30, 2023 Level III Liabilities

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

Beginning balance $ 122,951 $ 10,500 $ 91,814 $ 225,265

Settlements — — ( 5,000 ) ( 5,000 )

Net (gains) losses ( 10,121 ) ( 450 ) 1,938 ( 8,633 )

Ending Balance $ 112,830 $ 10,050 $ 88,752 $ 211,632

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 10,121 ) $ ( 450 ) $ 1,935 $ ( 8,636 )

Six Months Ended June 30, 2023 Level III Liabilities

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

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

Settlements — — ( 86,250 ) ( 86,250 )

Net losses (gains) ( 7,757 ) 1,500 2,932 ( 3,325 )

Ending Balance $ 112,830 $ 10,050 $ 88,752 $ 211,632

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 7,757 ) $ 1,500 $ 2,808 $ ( 3,449 )

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

Preferred Equity Investment

The fair value of the preferred equity investment is determined using a discounted cash flow model, which estimates the present value of future expected cash flows.

The key inputs in this model include the projected cash flows attributable to the preferred interest and the discount rate.

The expected cash flows are based on management’s forecasts and projections, taking into consideration market conditions and redemption of the preferred interest.

The discount rate applied reflects the time value of money and the risks associated with the preferred interest, which includes assumptions about the risk-free rate, credit risk, and market volatility.

This investment is generally classified as Level III.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Equity Investments in the Company’s Products

5 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

8 unchanged sentences

Earnout Liability

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.

As of June 30, 2024, the earnout liability was comprised of the Wellfleet Earnouts and Prima Earnouts.

As of December 31, 2023, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts.

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.

The fair value of the Wellfleet Earnouts were determined using a discounted cash flow model.

The fair value of the Prima Earnouts were determined using a Monte Carlo simulation model.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

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 March 31, 2024:

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of June 30, 2024:

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

Preferred equity $ 253,581 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease

CLOs 5,915 Discounted cash flow Yield 10 % - 13 % 12 % Decrease

Total Assets, at Fair Value $ 259,496

TRA liability $ 110,290 Discounted cash flow Discount Rate 12 % - 12 % 12 % Decrease

1 unchanged sentence

Earnout liability:

Prima Earnouts 18,600 Monte Carlo Simulation Volatility 38 % - 38 % 38 % Increase

Wellfleet Earnouts 4,734 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

2 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

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

8 unchanged sentences

Fair Value of Other Financial Instruments

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 June 30, 2024, the fair value of the Company’s debt obligations was approximately $ 2.3 billion compared to a carrying value of $ 2.5 billion, of which $ 2.2 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 March 31, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

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 June 30, 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.

1 unchanged sentence

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,

(dollars in thousands) Three Months Ended

June 30, Six Months Ended

Lease Cost 2024 2023 2024 2023

4 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

(dollars in thousands) Three Months Ended March 31,

June 30, 2024

(dollars in thousands) Three Months Ended

June 30, Six Months Ended

Supplemental Lease Cash Flow Information 2024 2023 2024 2023

4 unchanged sentences

Operating leases $ 17,997 $ 41,856 $ 23,492 $ 77,789

(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

(1) The amount presented above for the three and six months ended June 30, 2024, includes $ 0.7 million and $ 15.4 million of tenant improvement allowances received from the lessor, respectively.

Lease Term and Discount Rate June 30, 2024 December 31, 2023

Weighted-average remaining lease term:

4 unchanged sentences

Future Maturity of Operating Lease Payments Operating Leases

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

July 1, 2024 to December 31, 2024 $ 10,535

Thereafter 325,063

3 unchanged sentences

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.

The Company has future operating lease payments of approximately $ 13.3 million related to leases that have not commenced that were entered into as of June 30, 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.

These operating lease payments are anticipated to commence in the third quarter of 2024 and continue for approximately 8 years.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

OTHER ASSETS, NET

(dollars in thousands) March 31,

(dollars in thousands) June 30,

2024 December 31,

12 unchanged sentences

The following tables summarize outstanding debt obligations of the Company:

March 31, 2024

June 30, 2024

(dollars in thousands) Maturity

5 unchanged sentences

2034 Notes 4/18/2034 1,000,000 1,000,000 — 981,412

2051 Notes 10/7/2051 350,000 350,000 — 338,139

Revolving Credit Facility 6/29/2028 1,550,000 — 1,543,424 —

12 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

On April 18, 2024 and June 6, 2024, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 1.0 billion 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.

The 2034 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl Operating Partnerships and certain of the Registrant’s other 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.

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.

On December 7, 2021, the Company, through its indirect finance subsidiary, Blue Owl Finance LLC, 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, and was further amended in July 2024 to increase total borrowing capacity to $ 1.725 billion and extend the maturity date to July 23, 2029.

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

1 unchanged sentence

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.

There was no balance outstanding under the Revolving Credit Facility as of June 30, 2024.

The borrowing rate for the balance outstanding under the Revolving Credit Facility as of December 31, 2023 was 6.96 % .

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.

5 unchanged sentences

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

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

During the six months ended June 30, 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 June 30, 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

April 1, 2024 to December 31, 2024 $ —

July 1, 2024 to December 31, 2024 $ —

Thereafter 986,584

2 unchanged sentences

Total TRA Liability $ 1,169,549

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

Unfunded Product Commitments

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.

As of June 30, 2024, the Company had unfunded investment commitments to its products of $ 57.0 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.

Indemnification and Guarantee Arrangements

1 unchanged sentence

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

As of June 30, 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.

2 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

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

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2024 2023 2024 2023

20 unchanged sentences

Net lease 40,853 30,442 82,187 56,399

Real estate finance 1,356 — 1,356 —

Management Fees, Net 42,209 30,442 83,543 56,399

5 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 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.

3 unchanged sentences

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,

Six Months Ended June 30,

(dollars in thousands) 2024 2023

13 unchanged sentences

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,

Six Months Ended June 30,

(dollars in thousands) 2024 2023

2 unchanged sentences

Ending Balance $ 395,761 $ 438,400

EQUITY-BASED COMPENSATION

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

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

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 17,770,216 remain available as of March 31, 2024.

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

June 30, 2024

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 Amended and Restated 2021 Omnibus Equity Incentive Plan, approved by stockholders on June 13, 2024 (“A&R 2021 Equity Incentive Plan”).

The A&R 2021 Equity Incentive Plan, among other things, (i) increased the number of Class A Shares authorized for issuance under the previously amended Equity Incentive 2021 Plan from 101,230,522 shares to 171,930,614 shares and (ii) added an “evergreen” provision that provides for an automatic increase to the total number of Class A Shares subject to the A&R 2021 Equity Incentive Plan on the first day of each fiscal year beginning in calendar year 2025, and ending in and including 2034, by a number of Class A Shares equal to the positive difference, if any, of (a) 5 % of the aggregate number of Class A Shares and Class B Shares, in each case, outstanding on the last day of the immediately preceding fiscal year (assuming that all Blue Owl Operating Group Units have converted on a one -for-one basis into Class A Shares) minus (b) the aggregate number of shares that were available for the issuance of future awards under the A&R 2021 Equity Incentive Plan on such last day of the immediately preceding fiscal year, unless the administrator should decide to increase the number of shares covered by the A&R 2021 Equity Incentive Plan by a lesser amount on any such date.

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 A&R 2021 Equity Incentive Plan is 171,930,614 , of which 86,707,449 remain available as of June 30, 2024.

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

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2024 2023 2024 2023

12 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

The Registrant is a domestic corporation for U.S.

6 unchanged sentences

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 Company had an effective tax rate of 11.6 % for the three and six months ended June 30, 2024, respectively, and 13.7 % and 13.5 % for the three and six months ended June 30, 2023, 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 March 31, 2024, the Company has not recorded any valuation allowances.

As of June 30, 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.

1 unchanged sentence

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

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.

2 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

EARNINGS PER SHARE

22 unchanged sentences

If-converted method

Prima Earnouts (6)

Excluded Contingently issuable shares

If-converted method (for earnouts issuable in Common Units)

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

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

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

These vested RSUs totaled 12,082,140 and 12,090,379 for the three and six months ended June 30, 2024, and 10,645,848 and 10,690,912 for the three and six months ended June 30, 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 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.

As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for three and six months ended June 30, 2024 and 2023.

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

(5) 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 June 30, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred nor were 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 six months ended June 30, 2023.

Had June 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 six months ended June 30, 2023.

(6) As of June 30, 2024, the Prima Triggering Event with respect to the Prima Earnouts had not occurred nor are these earnouts issuable by the Registrant, and therefore such earnouts have not been included in the calculation of basic earnings per share for the three and six months ended June 30, 2024.

Had June 30, 2024 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the three and six months ended June 30, 2024.

Blue Owl Capital Inc.

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

June 30, 2024

Three Months Ended June 30, 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

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)

7 unchanged sentences

Diluted $ 33,945 539,392,803 $ 0.06

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

Six Months Ended June 30, 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 ( 4,014 ) 1,773,918 —

Compensation-classified Wellfleet Earnout Shares — 278,761 —

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

Vested Common Units — — 933,113,759

2 unchanged sentences

Diluted $ 55,022 520,030,638 $ 0.11

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Three Months Ended June 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 $ 12,859 459,396,686 $ 0.03

Effect of dilutive securities:

Unvested RSUs — 4,821,670 —

Warrants — — 5,000,000

Vested Common Units 12,854 958,419,552 —

Vested Incentive Units — — 8,288,243

Unvested Incentive Units — — 24,913,535

Oak Street Earnout Units — 8,328,615 —

Diluted $ 25,713 1,430,966,523 $ 0.02

Six Months Ended June 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 $ 21,176 457,801,762 $ 0.05

Effect of dilutive securities:

Unvested RSUs — 4,993,091 —

Warrants — — 5,000,000

Vested Common Units 37,135 959,932,856 —

Vested Incentive Units — — 7,352,805

Unvested Incentive Units — — 24,964,715

Oak Street Earnout Units — 7,734,560 —

Diluted $ 58,311 $ 1,430,462,269 $ 0.04

RELATED PARTY TRANSACTIONS

2 unchanged sentences

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,

(dollars in thousands) June 30,

2024 December 31,

4 unchanged sentences

Due from Related Parties $ 435,988 $ 367,136

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

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.

These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 23.9 million and $ 47.9 million for the three and six months ended June 30, 2024, respectively, and $ 14.4 million and $ 28.2 million for the three and six months ended June 30, 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.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 20.2 million and $ 36.9 million for the three and six months ended June 30, 2024, respectively, and $ 10.2 million and $ 19.0 million for the three and six months ended June 30, 2023, 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 statements of operations.

3 unchanged sentences

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.

The Company recorded net expenses (recoveries) related to these arrangements of $( 6.0 ) million and $( 7.8 ) million for the three and six months ended June 30, 2024 respectively, and $( 3.1 ) million and $( 5.0 ) million for the three and six months ended June 30, 2023, respectively.

These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated statements of operations.

2 unchanged sentences

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.

The Company recorded expenses for these aircraft reimbursements of $ 0.8 million and $ 1.7 million for the three and six months ended June 30, 2024, respectively, and $ 0.5 million and $ 1.4 million for the three and six months ended June 30, 2023, respectively.

Promissory Notes

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

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

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.

The promissory note bears interest at a rate of SOFR plus 1.55 %, 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

As of June 30, 2024, this promissory note was fully repaid, and the Company recorded $ 1.9 million and $ 5.4 million of interest income for the three and six months ended June 30, 2024, respectively.

As of June 30, 2023, $ 250.0 million was outstanding under this promissory note and the Company recorded $ 4.4 million and $ 8.5 million of interest income for the three and six months ended June 30, 2023, respectively.

Interest was payable monthly in arrears and settled in cash or equity in the related product.

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.

1 unchanged sentence

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.

As of June 30, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.4 million of interest income for the three and six months ended June 30, 2024, respectively.

As of June 30, 2023, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.3 million of interest income for the three and six months ended June 30, 2023, respectively.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

SUBSEQUENT EVENTS

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.

The 2034 Notes also provide for customary events of default and acceleration.

On August 1, 2024, the Company announced a cash dividend of $ 0.18 per Class A Share.

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

On July 1, 2024, the Company acquired Kuvare Insurance Services LP (dba Kuvare Asset Management), 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 funded the KAM Acquisition through a combination of $ 325 million in cash and $ 425 million in Blue Owl Class A common stock.

In addition, there is potential for up to a $ 250 million earnout subject to certain adjustments and achievements of future revenue targets.

On July 16, 2024, the Company announced its entry into an agreement to acquire substantially all of the assets of Atalaya Capital Management LP (“Atalaya”), Atalaya Capital Leasing LLC and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition”) for $ 450 million.

The Company will fund the Atalaya Acquisition through a combination of $ 350 million in Class A Shares, Common Units and corresponding Class C Shares and $ 100 million in cash, subject to certain closing consideration adjustments.

Additionally, subject to achievement of certain revenue targets, the Company will deliver earnout consideration in the form of Common Units and Class C Shares representing an aggregate value of up to approximately $ 350 million.

The Atalaya Acquisition is expected to close in the second half of 2024 and remains subject to customary regulatory approvals and other closing conditions.

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