BLUE OWL CAPITAL INC. 10-Q

Item 5. Other Information. Rule 10b5-1 Trading Plans 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.” Item 6. Exhibits See Exhibit Index on the following page. 32 Table of Contents Exhibit Index Exhibit Number Description 3.1 Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 3.2 Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 10-Q filed on May 5, 2022) 3.3 Amended and Restated Bylaws of Blue Owl Capital Inc. (incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on November 9, 2021) 4.1 Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021) 4.2 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) 4.3 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) 4.4 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) 4.5 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) 4.6 * 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 10.1 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) 10.2 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) 10.3 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) 10.4 * 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 10.5 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) 31.1 * Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.3 * Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ** Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3 ** Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 33 Table of Contents 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 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) * Filed herewith ** Furnished herewith. This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings 34 Table of Contents SIGNATURES 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. Date: August 1, 2024 Blue Owl Capital Inc. By: /s/ Alan Kirshenbaum Alan Kirshenbaum Chief Financial Officer 35 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023 F- 2 Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 F- 3 Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023 F- 4 Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 F- 6 Notes to Consolidated Financial Statements F- 7 F-1 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Financial Condition (Unaudited) (Dollars in Thousands, Except Per Share Data) June 30, 2024 December 31, 2023 Assets Cash and cash equivalents $ 436,751 $ 104,160 Due from related parties 435,988 367,136 Investments (includes $ 358,830 and $ 78,779 at fair value and $ 171,009 and $ 337,595 of investments in the Company’s products, respectively) 431,127 344,265 Operating lease assets 287,564 281,669 Strategic Revenue-Share Purchase consideration, net 395,761 417,081 Deferred tax assets 1,047,421 781,694 Intangible assets, net 2,105,079 2,110,008 Goodwill 4,298,441 4,224,153 Other assets, net 222,425 187,455 Total Assets $ 9,660,557 $ 8,817,621 Liabilities Debt obligations, net $ 2,458,530 $ 1,681,241 Accrued compensation 224,130 370,726 Operating lease liabilities 348,237 319,532 TRA liability (includes $ 110,290 and $ 116,398 at fair value, respectively) 1,169,549 879,509 Warrant liability, at fair value 34,250 22,600 Earnout liability, at fair value 23,796 92,909 Deferred tax liabilities 33,700 34,419 Accounts payable, accrued expenses and other liabilities 150,219 138,754 Total Liabilities 4,442,411 3,539,690 Commitments and Contingencies (Note 8) Stockholders’ Equity Class A Shares, par value $ 0.0001 per share, 2,500,000,000 authorized, 537,618,016 and 464,425,386 issued and outstanding, respectively 54 46 Class C Shares, par value $ 0.0001 per share, 1,500,000,000 authorized, 586,663,972 and 632,486,822 issued and outstanding, respectively 59 63 Class D Shares, par value $ 0.0001 per share, 350,000,000 authorized, 315,683,948 and 317,089,623 issued and outstanding, respectively 32 32 Additional paid-in capital 2,729,472 2,410,982 Accumulated deficit ( 982,742 ) ( 882,884 ) Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. 1,746,875 1,528,239 Stockholders’ equity attributable to noncontrolling interests 3,471,271 3,749,692 Total Stockholders’ Equity 5,218,146 5,277,931 Total Liabilities and Stockholders’ Equity $ 9,660,557 $ 8,817,621 The accompanying notes are an integral part of these consolidated financial statements. F-2 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Operations (Unaudited) (Dollars in Thousands, Except Per Share Data) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues Management fees, net (includes Part I Fees of $ 129,442 , $ 91,938 , $ 249,603 and $ 177,802 respectively) $ 465,754 $ 371,829 $ 913,652 $ 730,654 Administrative, transaction and other fees 83,906 45,108 147,303 76,763 Performance revenues 188 — 2,233 506 Total Revenues, Net 549,848 416,937 1,063,188 807,923 Expenses Compensation and benefits 227,103 208,281 451,894 405,899 Amortization of intangible assets 56,734 115,917 112,929 186,808 General, administrative and other expenses 93,458 51,482 170,206 107,616 Total Expenses 377,295 375,680 735,029 700,323 Other Loss Net gains on investments 2,624 3,030 5,797 3,642 Interest and dividend income 13,787 5,606 18,542 10,395 Interest expense ( 32,715 ) ( 19,174 ) ( 55,199 ) ( 37,536 ) Change in TRA liability ( 2,978 ) 10,116 ( 1,959 ) 8,152 Change in warrant liability 3,050 450 ( 11,650 ) ( 1,500 ) Change in earnout liability ( 70 ) ( 1,844 ) ( 655 ) ( 2,838 ) Total Other Loss ( 16,302 ) ( 1,816 ) ( 45,124 ) ( 19,685 ) Income Before Income Taxes 156,251 39,441 283,035 87,915 Income tax expense 18,197 5,402 32,968 11,842 Consolidated Net Income 138,054 34,039 250,067 76,073 Net income attributable to noncontrolling interests ( 104,109 ) ( 21,180 ) ( 191,031 ) ( 54,897 ) Net Income Attributable to Blue Owl Capital Inc. $ 33,945 $ 12,859 $ 59,036 $ 21,176 Earnings per Class A Share Basic $ 0.06 $ 0.03 $ 0.12 $ 0.05 Diluted $ 0.06 $ 0.02 $ 0.11 $ 0.04 Weighted-Average Class A Shares Basic (1) 530,100,825 459,396,686 509,268,023 457,801,762 Diluted 539,392,803 1,430,966,523 520,030,638 1,430,462,269 (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. See Note 12. The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Dollars in Thousands, Except Per Share Data) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Class A Shares Par Value Beginning balance $ 50 $ 45 $ 46 $ 45 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 — Ending Balance $ 54 $ 45 $ 54 $ 45 Class C Shares Par Value Beginning balance $ 61 $ 64 $ 63 $ 63 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 ) Ending Balance $ 59 $ 63 $ 59 $ 63 Class D Shares Par Value Beginning balance $ 32 $ 32 $ 32 $ 32 Ending Balance $ 32 $ 32 $ 32 $ 32 Additional Paid-in Capital 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 TRA liability on capital transactions ( 149,427 ) ( 22,535 ) ( 316,190 ) ( 23,523 ) Equity-based compensation 6,106 3,055 11,187 7,563 Withholding taxes on vested RSUs ( 201 ) ( 160 ) ( 6,313 ) ( 1,555 ) 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 Accumulated Deficit Beginning balance $ ( 922,988 ) $ ( 738,949 ) $ ( 882,884 ) $ ( 689,345 ) Cash dividends declared on Class A Shares ( 93,699 ) ( 62,435 ) ( 158,894 ) ( 120,356 ) Comprehensive income 33,945 12,859 59,036 21,176 Ending Balance $ ( 982,742 ) $ ( 788,525 ) $ ( 982,742 ) $ ( 788,525 ) Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. $ 1,746,875 $ 1,571,445 $ 1,746,875 $ 1,571,445 Stockholders’ Equity Attributable to Noncontrolling Interests Beginning balance $ 3,525,462 $ 3,879,630 $ 3,749,692 $ 3,944,188 Equity-based compensation 51,795 61,075 115,169 125,880 Contributions 7,002 9,952 14,974 19,777 Distributions ( 174,976 ) ( 137,800 ) ( 379,178 ) ( 267,158 ) Withholding taxes on vested RSUs ( 424 ) ( 253 ) ( 11,747 ) ( 3,259 ) 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 Ending Balance $ 3,471,271 $ 3,800,075 $ 3,471,271 $ 3,800,075 Total Stockholders’ Equity $ 5,218,146 $ 5,371,520 $ 5,218,146 $ 5,371,520 Cash Dividends Paid per Class A Share $ 0.18 $ 0.14 $ 0.32 $ 0.27 F-4 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Dollars in Thousands, Except Per Share Data) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Number of Class A Shares Beginning balance 500,879,131 445,872,226 464,425,386 445,131,351 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 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 Number of Class C Shares 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 ) Shares delivered on vested Common Units 3,169,728 — 3,682,995 — Settlement of Oak Street Earnout Units — — 13,037,165 13,037,165 Ending Balance 586,663,972 633,520,277 586,663,972 633,520,277 Number of Class D Shares Beginning balance 316,016,619 319,132,127 317,089,623 319,132,127 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 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Cash Flows (Unaudited) (Dollars in Thousands) Six Months Ended June 30, 2024 2023 Cash Flows from Operating Activities Consolidated net income $ 250,067 $ 76,073 Adjustments to reconcile consolidated net income to net cash from operating activities: Amortization of intangible assets 112,929 186,808 Equity-based compensation 125,680 144,101 Depreciation and amortization of fixed assets 6,765 4,503 Amortization of debt discounts and deferred financing costs 3,154 2,260 Non-cash lease expense 22,553 10,771 Payment of earnout liability in excess of acquisition-date fair value ( 13,808 ) ( 7,406 ) Net gains on investments, net of dividends on equity-method investments ( 330 ) ( 3,642 ) Change in TRA liability 1,959 ( 8,152 ) Change in warrant liability 11,650 1,500 Change in earnout liability 655 2,838 Deferred income taxes 20,176 1,889 Changes in operating assets and liabilities: Due from related parties ( 66,845 ) 21,751 Strategic Revenue-Share Purchase consideration 21,320 19,539 Other assets, net ( 8,334 ) ( 987 ) Accrued compensation ( 140,499 ) ( 99,928 ) Accounts payable, accrued expenses and other liabilities 2,449 7,176 Net Cash Provided by Operating Activities 349,541 359,094 Cash Flows from Investing Activities Purchases of fixed assets ( 39,032 ) ( 15,853 ) Purchases of investments ( 286,900 ) ( 49,684 ) 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 ) Cash Flows from Financing Activities Proceeds from debt obligations 1,950,000 604,802 Debt issuance costs ( 19,835 ) ( 5,777 ) Repayments of debt obligations, including retirement costs ( 1,155,000 ) ( 474,998 ) 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 ) — Withholding taxes on vested RSUs ( 18,060 ) ( 4,814 ) Dividends paid on Class A Shares ( 158,894 ) ( 120,356 ) Contributions from noncontrolling interests 22,185 21,665 Distributions to noncontrolling interests ( 379,178 ) ( 267,158 ) Net Cash Provided by (Used in) Financing Activities 133,071 ( 328,956 ) Net Increase (Decrease) in Cash and Cash Equivalents 332,591 ( 26,758 ) Cash and cash equivalents, beginning of period 104,160 68,079 Cash and Cash Equivalents, End of Period $ 436,751 $ 41,321 Supplemental Information Cash paid for interest $ 39,543 $ 35,135 Cash paid for income taxes $ 13,402 $ 9,249 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 1. ORGANIZATION Blue Owl Capital Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager. Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real Estate platforms on behalf of institutional and private wealth clients. The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management. The Company generates substantially all of its revenues in the United States. The Company operates through one operating and reportable segment. This single reportable segment reflects how the chief operating decision makers allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with predominantly a single expense pool. The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings”) and Blue Owl Capital Carry LP (“Blue Owl Carry”). Blue Owl Holdings and Blue Owl Carry are referred to, collectively, as the “Blue Owl Operating Partnerships,” and collectively with their consolidated subsidiaries, as the “Blue Owl Operating Group.” The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital GP Holdings LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”), which are directly or indirectly wholly owned subsidiaries of the Registrant. Business Combination, Including Dyal Acquisition 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) 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), 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 (the “Par Four Acquisition”). 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 (the “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”). F-7 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) 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 June 30, 2024: June 30, 2024 Class A Shares 537,618,016 Class C Shares 586,663,972 Class D Shares 315,683,948 RSUs 29,142,465 Private Placement Warrants 5,000,000 Class A Shares —Shares of Class A common stock that are publicly traded. Class A Stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”). As of 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 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. Class C Stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units). For every Common Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant. The Class C Shares are Low-Vote Shares as described above. Class D Shares —Shares of Class D common stock that are not publicly traded. Class D Stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units). For every Common Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant. The Class D Shares are High-Vote Shares as described above. RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members. An RSU entitles the holder to receive a Class A Share, or cash equal to the fair value of a Class A Share at the election of the Board, upon completion of a requisite service period. RSUs granted to date do not accrue dividend equivalents. No RSUs were issued prior to the Business Combination. RSU grants are accounted for as equity-based compensation. See Note 10 and the Company’s Annual Report for additional information. 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 June 30, 2024, which interests are collectively referred to as “Blue Owl Operating Group Units”: Units June 30, 2024 GP Units 537,618,016 Common Units 902,347,920 Incentive Units 32,825,014 F-8 Table of Contents 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. The GP Units are general partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group. For each Class A Share and Class B Share outstanding, the Registrant indirectly holds an equal number of GP Units. References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships. References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of 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. Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if held by a non-Principal) or Class B Shares (if held by a Principal). Common Unit exchanges may be settled in cash at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering. References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant. Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled. Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units. 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 10 to the Financial Statements and Note 8 to the financial statements in our Annual Report. Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees. A vested Incentive Unit may convert into a Common Unit upon becoming economically equivalent on a tax basis to a Common Unit. Once vested, Incentive Unitholders are entitled to distributions in the same amount per unit as declared on GP Units and Common Units. Unvested Incentive Unitholders generally are not entitled to distributions; however, consistent with other Blue Owl Operating Group Units, 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 On May 4, 2022, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares. Under the repurchase program (the “Program”), repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the Program or (ii) December 31, 2024. 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. 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 June 30, 2024 2023 2024 2023 Number of RSUs withheld to satisfy tax withholding obligations 31,669 39,640 1,000,818 358,946 F-9 Table of Contents 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 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. 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. 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. 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. 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 From time to time, the Company exchanges Common Units and Class C Shares for an equal number of Class A Shares. As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and TRA liability in connection with the exchanges. See the consolidated statement of stockholders’ equity for these amounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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”). 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 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”). 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. F-10 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the Financial Statements. The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period; (ii) the fair value of 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; (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. While management believes that the estimates utilized in preparing the Financial Statements are reasonable and prudent, actual results could differ materially from those estimates. F-11 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) 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 material 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. F-12 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 3. ACQUISITIONS AND INTANGIBLE ASSETS, NET Acquisitions 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) $ 137,022 Cash consideration (2) 28,116 Earnout consideration (3) 18,600 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 Goodwill (4) $ 74,288 (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. F-13 Table of Contents 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) June 30, 2024 December 31, 2023 Remaining Weighted-Average Amortization Period as of June 30, 2024 Intangible assets, gross: Investment management agreements $ 2,332,420 $ 2,224,420 11.6 years Investor relationships 460,300 460,300 8.2 years Total intangible assets, gross 2,792,720 2,684,720 Accumulated amortization: Investment management agreements ( 562,531 ) ( 471,104 ) Investor relationships ( 125,110 ) ( 103,608 ) Total accumulated amortization ( 687,641 ) ( 574,712 ) Total Intangible Assets, Net $ 2,105,079 $ 2,110,008 The following table presents expected future amortization of finite-lived intangible assets as of June 30, 2024: (dollars in thousands) Period Amortization July 1, 2024 to December 31, 2024 $ 117,763 2025 229,458 2026 215,621 2027 201,315 2028 196,284 Thereafter 1,144,638 Total $ 2,105,079 4. INVESTMENTS AND FAIR VALUE DISCLOSURES The following table presents the components of the Company’s investments: (dollars in thousands) June 30, 2024 December 31, 2023 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) 14,037 214,170 Equity investments in the Company’s products, equity method 58,260 51,316 Equity investments in the Company’s products, at fair value 99,334 76,258 Investments in the Company’s CLOs, at fair value 5,915 2,521 Total $ 431,127 $ 344,265 F-14 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 Fair Value Measurements Categorized within the Fair Value Hierarchy Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these assets and liabilities. The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material. GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value. Financial assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values: • Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date. • Level II – Valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities. • Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation. The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields). In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs. F-15 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) 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 CLOs — — 5,915 5,915 Total Assets, at Fair Value $ — $ 99,334 $ 259,496 $ 358,830 Liabilities, at Fair Value TRA liability $ — $ — $ 110,290 $ 110,290 Warrant liability — — 34,250 34,250 Earnout liability — 462 23,334 23,796 Total Liabilities, at Fair Value $ — $ 462 $ 167,874 $ 168,336 December 31, 2023 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value Equity investments in the Company’s products $ — $ 76,258 $ — $ 76,258 CLOs — — 2,521 2,521 Total Assets, at Fair Value $ — $ 76,258 $ 2,521 $ 78,779 Liabilities, at Fair Value TRA liability $ — $ — $ 116,398 $ 116,398 Warrant liability — — 22,600 22,600 Earnout liability — 790 92,119 92,909 Total Liabilities, at Fair Value $ — $ 790 $ 231,117 $ 231,907 F-16 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 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 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 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 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 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 ) F-17 Table of Contents 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 ) Net (gains) losses 2,979 ( 3,050 ) 88 17 Ending Balance $ 110,290 $ 34,250 $ 23,334 $ 167,874 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 2,979 $ ( 3,050 ) $ 88 $ 17 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 ) Net losses 2,443 11,650 490 14,583 Ending Balance $ 110,290 $ 34,250 $ 23,334 $ 167,874 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. F-18 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 Equity Investments in the Company’s Products The fair value of equity investments in the Company’s products is determined based on the published net asset value of these investments, as such values are the price at which contributions and redemptions are effectuated on a monthly basis. These investments are generally classified as Level II. The remaining balance is generally redeemable on a monthly basis at the Company’s option. CLOs The fair value of CLOs are determined based on inputs from independent pricing services. These investments are classified as Level III. The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality. 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 statements of financial condition is not measured at fair value. Warrant Liability The Company uses a Monte Carlo simulation model to value the Private Placement Warrants. The Company estimates the volatility of its Class A Shares based on the volatility implied by our peer group. The risk-free interest rate is based on U.S. Treasuries for a maturity similar to the expected remaining life of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. Earnout Liability 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 were determined using a discounted cash flow model. The fair value of the Prima Earnouts were determined using a Monte Carlo simulation model. F-19 Table of Contents 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 June 30, 2024: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets 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 Liabilities TRA liability $ 110,290 Discounted cash flow Discount Rate 12 % - 12 % 12 % Decrease Warrant liability 34,250 Monte Carlo Simulation Volatility 30 % - 30 % 30 % Increase 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 23,334 Total Liabilities, at Fair Value $ 167,874 F-20 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) 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: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,521 Discounted cash flow Yield 15 % - 19 % 17 % Decrease Liabilities TRA liability $ 116,398 Discounted cash flow Discount Rate 11 % - 11 % 11 % Decrease Warrant liability 22,600 Monte Carlo Simulation Volatility 31 % - 31 % 31 % Increase Earnout liability: Oak Street Earnouts 82,875 Discounted cash flow Discount Rate 16 % - 16 % 16 % Decrease - Wellfleet Earnouts 9,244 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease 92,119 Total Liabilities, at Fair Value $ 231,117 Fair Value of Other Financial Instruments 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 June 30, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy. 5. LEASES The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices. The operating lease for the Company’s headquarters does not include any renewal options; however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised. (dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, Lease Cost 2024 2023 2024 2023 Operating lease cost $ 10,139 $ 9,155 $ 20,898 $ 17,326 Short term lease cost 125 66 162 128 Net Lease Cost $ 10,264 $ 9,221 $ 21,060 $ 17,454 F-21 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 (dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, Supplemental Lease Cash Flow Information 2024 2023 2024 2023 Cash paid (received) for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases (1) $ 7,572 $ 3,531 $ ( 1,493 ) $ 6,683 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 17,997 $ 41,856 $ 23,492 $ 77,789 (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: Operating leases 12.3 years 12.5 years Weighted-average discount rate: Operating leases 5.6 % 5.4 % (dollars in thousands) Future Maturity of Operating Lease Payments Operating Leases July 1, 2024 to December 31, 2024 $ 10,535 2025 37,149 2026 41,841 2027 40,590 2028 41,357 Thereafter 325,063 Total Lease Payments 496,535 Imputed interest ( 148,298 ) Total Lease Liabilities $ 348,237 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 $ 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 third quarter of 2024 and continue for approximately 8 years. F-22 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 6. OTHER ASSETS, NET (dollars in thousands) June 30, 2024 December 31, 2023 Fixed assets, net: Leasehold improvements $ 157,680 $ 127,612 Furniture and fixtures 25,946 13,823 Computer hardware and software 10,423 8,328 Accumulated depreciation and amortization ( 21,693 ) ( 14,870 ) Fixed assets, net 172,356 134,893 Receivables 12,139 15,853 Prepaid expenses 13,542 7,212 Unamortized debt issuance costs on revolving credit facilities 8,236 9,265 Other assets 16,152 20,232 Total $ 222,425 $ 187,455 7. DEBT OBLIGATIONS, NET The following tables summarize outstanding debt obligations of the Company: June 30, 2024 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 57,739 2031 Notes 6/10/2031 700,000 700,000 — 688,007 2032 Notes 2/15/2032 400,000 400,000 — 393,233 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 — Total $ 4,059,800 $ 2,509,800 $ 1,543,424 $ 2,458,530 December 31, 2023 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,390 2031 Notes 6/10/2031 700,000 700,000 — 687,163 2032 Notes 2/15/2032 400,000 400,000 — 392,766 2051 Notes 10/7/2051 350,000 350,000 — 337,922 Revolving Credit Facility 6/29/2028 1,550,000 205,000 1,338,300 205,000 Total $ 3,059,800 $ 1,714,800 $ 1,338,300 $ 1,681,241 F-23 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 2034 Notes 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, 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. 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. 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. 8. COMMITMENTS AND CONTINGENCIES Tax Receivable Agreement Pursuant to the TRA, the Company will pay 85 % of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of the Blue Owl Operating Group related to the Business Combination and any subsequent exchanges of Blue Owl Operating Group Units for shares of the Registrant or cash. Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and 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. F-24 Table of Contents 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 July 1, 2024 to December 31, 2024 $ — 2025 53,713 2026 67,213 2027 85,763 2028 94,636 Thereafter 986,584 Total Payments 1,287,909 Less adjustment to fair value for contingent consideration ( 118,360 ) Total TRA Liability $ 1,169,549 Unfunded Product Commitments 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 In the normal course of business, the Company enters into contracts that contain indemnities or guarantees for related parties of the Company, including the Company’s products, as well as persons acting on behalf of the Company or such related parties and third parties. The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition. As of June 30, 2024, the Company has not had prior claims or losses pursuant to these arrangements. Litigation From time to time, the Company is involved in legal actions in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows. F-25 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 9. REVENUES The following table presents a disaggregated view of the Company’s revenues: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Credit Platform Diversified lending $ 208,010 $ 155,086 $ 400,388 $ 301,181 Technology lending 61,428 48,097 120,638 95,787 First lien lending 3,410 4,748 7,513 9,233 Opportunistic lending 2,398 2,475 4,783 4,875 Liquid credit 6,736 6,136 13,535 13,654 Other 6,328 — 12,254 — Management Fees, Net 288,310 216,542 559,111 424,730 Administrative, transaction and other fees 67,422 32,833 114,843 52,924 Performance revenues 188 — 363 — Total GAAP Revenues - Credit Platform 355,920 249,375 674,317 477,654 GP Strategic Capital Platform GP minority stakes 139,489 130,424 279,275 260,720 GP debt financing 5,674 3,626 11,079 7,377 Professional sports minority stakes 732 565 1,964 967 Strategic Revenue-Share Purchase consideration amortization ( 10,660 ) ( 9,770 ) ( 21,320 ) ( 19,539 ) Management Fees, Net 135,235 124,845 270,998 249,525 Administrative, transaction and other fees 10,113 9,200 20,913 17,605 Total GAAP Revenues - GP Strategic Capital Platform 145,348 134,045 291,911 267,130 Real Estate Platform 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 Administrative, transaction and other fees 6,371 3,075 11,547 6,234 Performance revenues — — 1,870 506 Total GAAP Revenues - Real Estate Platform 48,580 33,517 96,960 63,139 Total GAAP Revenues $ 549,848 $ 416,937 $ 1,063,188 $ 807,923 F-26 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) 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. 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. Six Months Ended June 30, (dollars in thousands) 2024 2023 Management Fees Receivable Beginning balance $ 243,203 $ 262,059 Ending balance $ 301,894 $ 220,678 Administrative, Transaction and Other Fees Receivable Beginning balance $ 42,059 $ 44,060 Ending balance $ 54,091 $ 35,639 Performance Revenues Receivable Beginning balance $ 2,975 $ 1,132 Ending balance $ 148 $ — Unearned Management Fees Beginning balance $ 9,398 $ 9,389 Ending balance $ 11,228 $ 8,545 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. Six Months Ended June 30, (dollars in thousands) 2024 2023 Beginning Balance $ 417,081 $ 457,939 Amortization ( 21,320 ) ( 19,539 ) Ending Balance $ 395,761 $ 438,400 F-27 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 10. 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. 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 A&R 2021 Equity Incentive Plan. The table below presents information regarding equity-based compensation expense. Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Acquisition related Oak Street Earnout Units $ — $ 20,089 $ — $ 39,957 Wellfleet Earnout Shares 1,322 808 3,425 1,619 Total acquisition related 1,322 20,897 3,425 41,576 Incentive Units 41,359 37,372 87,862 76,846 RSUs 17,286 12,557 34,393 25,679 Equity-Based Compensation Expense $ 59,967 $ 70,826 $ 125,680 $ 144,101 Corresponding tax benefit $ 440 $ 230 $ 1,265 $ 472 Fair value of RSUs settled in Class A Shares $ 1,235 $ 850 $ 23,815 $ 6,706 Fair value of RSUs withheld to satisfy tax withholding obligations $ 625 $ 414 $ 18,060 $ 4,814 11. INCOME TAXES 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. F-28 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 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 UBT. 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 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. 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. 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 statements of stockholders’ equity for these amounts. F-29 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 12. 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. Basic Diluted Class A Shares (1) Included Included Class B Shares None outstanding None outstanding Class C Shares and Class D Shares Non-economic voting shares of the Registrant Non-economic voting shares of the Registrant Vested RSUs (1) Contingently issuable shares Contingently issuable shares Unvested RSUs Excluded Treasury stock method Warrants (2) Excluded Treasury stock method Compensation-classified Wellfleet Earnout Shares (3) Excluded Excluded Contingent consideration-classified Wellfleet Earnout Shares (3) Excluded Excluded Potentially Dilutive Instruments of the Blue Owl Operating Group: Vested Common Units and Incentive Units (4) Excluded If-converted method Unvested Incentive Units (4) Excluded The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units Oak Street Earnout Units (5) Excluded Contingently issuable shares If-converted method 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 12,082,140 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 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. F-30 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) 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 (dollars in thousands, except per share amounts) Basic $ 33,945 530,100,825 $ 0.06 Effect of dilutive securities: Unvested RSUs — 9,291,978 — Warrants — — 5,000,000 Vested Common Units — — 914,634,647 Vested Incentive Units — — 8,682,288 Unvested Incentive Units — — 25,120,357 Diluted $ 33,945 539,392,803 $ 0.06 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) Basic $ 59,036 509,268,023 $ 0.12 Effect of dilutive securities: Unvested RSUs — 8,988,697 — Warrants ( 4,014 ) 1,773,918 — Vested Common Units — — 933,113,759 Vested Incentive Units — — 8,659,286 Unvested Incentive Units — — 25,201,657 Diluted $ 55,022 520,030,638 $ 0.11 F-31 Table of Contents 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 13. 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 statements of financial condition. (dollars in thousands) June 30, 2024 December 31, 2023 Management fees $ 301,894 $ 243,203 Performance revenues 148 2,975 Administrative fees 54,091 42,059 Other expenses paid on behalf of the Company’s products and other related parties 79,855 78,899 Due from Related Parties $ 435,988 $ 367,136 F-32 Table of Contents 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 $ 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 $ 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. 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 $( 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. 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 $ 0.8 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. 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 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. 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 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. F-33 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements (Unaudited) June 30, 2024 14. SUBSEQUENT EVENTS Dividend 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. Acquisitions 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. F-34