What changed in this filing

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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 847 added, 836 removed, 999 unchanged (63% of the section changed)

21 unchanged sentences

During the fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Internal Reorganization

On February 20, 2025, the Board adopted resolutions authorizing the adoption of an Amended and Restated Certificate of Incorporation in connection with the Internal Reorganization.

Following the Internal Reorganization, each equity holder of the Blue Owl Operating Partnerships will hold solely equity of Blue Owl Holdings in the same proportion as it held the equity of the Blue Owl Operating Partnerships immediately prior to the Internal Reorganization.

The Internal Reorganization is expected to occur on or about April 1, 2025, following the effectiveness of the Amended and Restated Certificate of Incorporation.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

Exhibit Number Description

Business Combination Agreement, dated as of December 23, 2020, as amended from time to time, by and among Altimar, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Amendment to Business Combination Agreement, dated as of January 4, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Second Amendment to Business Combination Agreement, dated as of March 25, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Third Amendment to Business Combination Agreement, dated as of April 11, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Agreement and Plan of Merger, dated October 17, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 18, 2021)

First Amendment to the Agreement and Plan of Merger, dated as of December 23, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC, GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC.

(incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

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

Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.

2 unchanged sentences

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

Form of Amended and Restated Certificate of Incorporation of Blue Owl Capital Inc.

Amended and Restated Bylaws of Blue Owl Capital Inc.

2 unchanged sentences

Description of Securities

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

and Computershare Inc.

and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

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

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.

13 unchanged sentences

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

Exhibit Number Description

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

3 unchanged sentences

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

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)

Sixth Supplemental Indenture, dated as of September 10, 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 September 10, 2024)

Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

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

First Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

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

Form of 6.250% Senior Note due 2034 (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

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

Registration Rights and Lock-Up Agreement, dated as of July 1, 2024, by and among Blue Owl Capital Inc., Makena Strategic Opportunities Fund—KH, LLC, KIS Holdings Ltd., KIS Participation LP, Kuvare Insurance Services LLC and other sellers party thereto (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on July 2, 2024)

Exhibit Number Description

Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

2 unchanged sentences

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

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 (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on August 1, 2024)

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

4 unchanged sentences

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

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

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

Blue Owl Capital Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

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

Amendment No.

1 to Blue Owl Capital Inc.

First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP, dated December 20, 2023 (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 23, 2024)

First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP, dated December 20, 2023 (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 23, 2024)

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 filed on October 25, 2021)

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

Form of Incentive Unit Grant Agreement (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

4 unchanged sentences

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

Exchange Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP and the Blue Owl Limited Partners (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.7 of Blue Owl Capital Inc.

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

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

Annual Report on Form 10-K filed on February 23, 2024)

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

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

Transition Services Agreement, dated as of May 19, 2021, by and between Blue Owl Capital Inc.

and Neuberger Berman Group LLC (incorporated by reference to Exhibit 10.9 of Blue Owl Capital Inc.

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

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

2 unchanged sentences

(f/k/a Altimar Acquisition Corporation and Marc Lipschultz (incorporated by reference to Exhibit 10.5 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020)

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

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

Rees (incorporated by reference to Exhibit 10.6 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020)

Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

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

Exhibit Number Description

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

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

Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Koch Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

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

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

9 unchanged sentences

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

Exhibit Number Description

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

4 unchanged sentences

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

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)

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

20 unchanged sentences

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

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

and Goldman Sachs & Co.

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

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

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

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

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

Amendment No.

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

Annual Report on Form 10-K filed on February 23, 2024)

Insider Trading Policy of Blue Owl Capital Inc.

Subsidiaries of the Registrant.

1 unchanged sentence

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

Exhibit Number Description

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

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

Exhibit Number Description

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

4 unchanged sentences

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

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

Clawback Policy of Blue Owl Capital Inc., adopted on October 26, 2023 (incorporated by reference to Exhibit 97.1 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 23, 2024)

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

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

(i) the Consolidated Statements of Financial Condition as of December 31, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 (iv) the Consolidated Statements of Cash Flows for the year ended December 31, 2024, 2023 and 2022, and (v) the Notes to the Consolidated Financial Statements

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

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

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

+ Indicates a management or compensatory plan

* Filed herewith

1 unchanged sentence

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

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

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

+ Compensatory arrangements

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

24 unchanged sentences

Report of Independent Registered Public Accounting Firm F- 2

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

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

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

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

Notes to Consolidated and Combined Financial Statements F- 12

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

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements F- 10

Report of Independent Registered Public Accounting Firm

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Blue Owl Capital Inc.:

Opinions on the Consolidated and Combined Financial Statements and Internal Control Over Financial Reporting

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

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

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

In our opinion, the consolidated and combined financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

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

and subsidiaries (the Company) as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

1 unchanged sentence

Basis for Opinions

The Company’s management is responsible for these consolidated and combined financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (Item 9A).

Our responsibility is to express an opinion on the Company’s consolidated and combined financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting (Item 9A).

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated and combined financial statements included performing procedures to assess the risks of material misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated and combined financial statements.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated and combined financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated and combined financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Recoverability of finite-lived intangible assets

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

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company’s finite-lived intangible assets balance of $2.9 billion, net of accumulated amortization, as of December 31, 2024, consist of contractual rights to earn future management fees from the acquired investment management agreements and value associated with the acquired client relationships.

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

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

Evaluation of the fair value of certain acquired intangible assets

As discussed in Note 3 to the consolidated financial statements, the Company acquired Prima Capital Advisors Holdings LLC (Prima), Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (KAM), and the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (Atalaya) on June 6, 2024, July 1, 2024, and September 30, 2024, respectively.

The acquisitions were accounted for as business combinations using the acquisition method of accounting as discussed in Note 2.

As discussed in Note 3, the Company acquired Prima, KAM, and Atalaya for total purchase consideration of $183.3 million, $842.2 million, and $505.8 million, respectively.

In connection with the acquisitions, the Company recognized intangible assets acquired at their acquisition-date fair value.

The intangible assets acquired included investment

management agreements related to the Prima, KAM, and Atalaya acquisitions of $108.0 million, $568.0 million, and $365.0 million respectively.

We identified the evaluation of the fair value of certain investment management agreement intangible assets acquired in the Prima, KAM, and Atalaya business combinations as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate certain key assumptions used to value the investment management agreements for each acquisition.

The key assumptions included the projected revenue on assets under management and discount rate assumptions.

The acquisition-date fair values of investment management agreements were sensitive to changes in the key assumptions.

Additionally, the projected revenue on assets under management was based on expectations of future market and economic conditions that are uncertain.

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

We evaluated the design and tested the operating effectiveness of internal controls over the Company’s acquisition date valuation process.

This included controls related to the development of the key assumptions used to value the investment management agreements for each acquisition.

We evaluated the reasonableness of the projected revenue on assets under management for certain acquired investment management agreements by comparing it to the acquiree’s historical revenue on assets under management.

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

• Independently developing a range of discount rates based on publicly available market data for comparable entities and comparing the range to the Company’s discount rates

• Recalculating the Company’s determination of its weighted average cost of capital (WACC) used to determine its discount rates

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

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

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Blue Owl Capital Inc.

Consolidated and Combined Statements of Financial Condition

Consolidated Statements of Financial Condition

(Dollars in Thousands, Except Per Share Data)

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Total Liabilities and Stockholders’ Equity $ 10,992,470 $ 8,817,621

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

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

Blue Owl Capital Inc.

Consolidated and Combined Statements of Operations

Consolidated Statements of Operations

(Dollars in Thousands, Except Per Share Data)

11 unchanged sentences

Net gains (losses) on investments 1,713 4,203 ( 132 )

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

Interest and dividend income 42,172 22,176 4,357

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Income (Loss) Before Income Taxes 469,228 246,384 ( 49,615 )

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

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

Income tax expense 48,782 25,608 ( 9,380 )

Consolidated Net Income (Loss) 420,446 220,776 ( 40,235 )

Net (income) loss attributable to noncontrolling interests ( 310,862 ) ( 166,433 ) 30,946

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

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

$ 109,584 $ 54,343 $ ( 9,289 )

May 19, 2021 through December 31, 2021

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

Earnings (Loss) per Class A Share

4 unchanged sentences

Diluted 558,426,153 478,008,915 433,431,256

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

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

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

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

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

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Stockholders’ Equity

Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

1 unchanged sentence

2024 2023 2022

Members’ Deficit Prior to the Business Combination

Beginning balance $ — $ — $ ( 507,687 )

Distributions — — ( 103,143 )

Comprehensive income (loss) prior to the Business Combination Date — — 74,259

Transfer of predecessor members’ deficit to additional paid-in capital and noncontrolling interests — — 536,571

Ending Balance $ — $ — $ —

Class A Shares Par Value

Beginning balance $ 46 $ 45 $ 40

Impact of the Business Combination — — 32

Share issuance in connection with Strategic Revenue-Share Purchase — — 3

Settlement of Earnout Securities — — 1

Shares delivered on vested RSUs 2 — —

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

Class A Shares issued in connection with Kuvare Acquisition 2 — —

Class C Shares and Common Units exchanged for Class A Shares 10 1 5

2 unchanged sentences

Beginning balance $ 63 $ 63 $ 67

Impact of the Business Combination — — 63

Settlement of Earnout Securities — — 6

Settlement of Oak Street Earnout Securities 1 — —

Common Units and Class C Shares issued in connection with Prima Acquisition 1 — —

Common Units and Class C Shares issued in connection with Atalaya Acquisition 2 — —

Class C Shares and Common Units exchanged for Class A Shares ( 10 ) ( 1 ) ( 4 )

Shares delivered on vested Common Units 1 — —

Class C Shares issued as consideration related to the Oak Street Acquisition — 1 —

2 unchanged sentences

Beginning balance $ 32 $ 32 $ 32

Impact of the Business Combination — — 29

Settlement of Earnout Securities — — 3

Ending Balance $ 32 $ 32 $ 32

Class E Shares Par Value

Beginning balance $ — $ — $ —

Impact of the Business Combination — — 1

Settlement of Earnout Securities — — ( 1 )

Class D Shares and Common Units exchanged for Class A Shares ( 1 ) — —

Ending Balance $ 31 $ 32 $ 32

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2023 2022 2021

Additional Paid-in Capital

Beginning balance $ 2,410,982 $ 2,293,903 $ 2,160,934

Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — — ( 138,133 )

Cash proceeds from the Business Combination — — 1,738,478

Offering costs related to the Business Combination — — ( 126,309 )

Allocation of cash proceeds to warrant liability — — ( 25,128 )

Allocation to earnout liability for Class E Shares issued in connection with the Business Combination — — ( 83,949 )

Deferred taxes recognized in the Business Combination — — 504,551

TRA liability recognized in the Business Combination — — ( 359,388 )

Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — — ( 325,222 )

Offering costs related to shares issued in connection with acquisitions ( 273 ) — —

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

3 unchanged sentences

Equity-based compensation 27,318 16,422 11,820

Settlement of Earnout Securities — — 198,704

Acquisition of noncontrolling interests — — ( 74,684 )

Share issuance in connection with Strategic Revenue-Share Purchase — — 455,020

Offering costs related to share issuance in connection with Strategic Revenue-Share Purchase — — ( 687 )

Withholding taxes on vested RSUs ( 13,097 ) ( 5,074 ) ( 773 )

1 unchanged sentence

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 332,477 127,459 207,970

Class A Shares issued in connection with Prima Acquisition 109,825 — —

Class A Shares issued in connection with Kuvare Acquisition 417,472 — —

Ending Balance $ 3,269,239 $ 2,410,982 $ 2,293,903

7 unchanged sentences

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Stockholders’ Equity

Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

3 unchanged sentences

Beginning balance $ 3,749,692 $ 3,944,188 $ 4,184,003

Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — — ( 398,438 )

Common Units issued as consideration related to the Dyal Acquisition — — 4,285,359

Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — — ( 491,956 )

Allocation to earnout liability for Seller Earnout Units issued in the Business Combination — — ( 160,540 )

Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — — 325,222

Common Units issued as consideration related to the Oak Street Acquisition — — 329,767

Equity-based compensation 263,327 273,521 393,191

Settlement of Earnout Securities — — 1,126,828

Acquisition of noncontrolling interests — — ( 222,370 )

Contributions 35,737 49,627 32,721

2 unchanged sentences

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 332,477 ) ( 127,459 ) ( 207,970 )

Common Units and Class C Shares issued in connection with Prima Acquisition 27,195 — —

Common Units and Class C Shares issued in connection with Atalaya Acquisition 385,106 — —

Comprehensive income (loss) 310,862 166,433 ( 30,946 )

1 unchanged sentence

Total Stockholders’ Equity $ 5,806,036 $ 5,277,931 $ 5,548,886

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2023 2022 2021

Cash Dividends Paid per Class A Share $ 0.68 $ 0.55 $ 0.43

1 unchanged sentence

Beginning balance 464,425,386 445,131,351 404,919,411

Impact of the Business Combination — — 320,005,258

Share issuance in connection with Strategic Revenue-Share Purchase — — 29,701,013

Class A Share repurchases — — ( 7,637,877 )

Shares delivered on vested RSUs 2,725,075 1,310,137 329,768

Settlement of Earnout Securities — — 14,990,864

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

Class A Shares issued in connection with Kuvare Acquisition 23,519,636 — —

Class C Shares and Common Units exchanged for Class A Shares 103,766,000 17,983,898 45,363,695

Class D Shares and Common Units exchanged for Class A Shares 4,944,214 — —

Exercise of warrants 2,613,836 — 2,156,354

2 unchanged sentences

Beginning balance 632,486,822 629,402,505 674,766,200

Impact of the Business Combination — — 628,380,707

Settlement of Earnout Securities — — 60,533,306

Common Units and Class C Shares issued in connection with Prima Acquisition 1,572,883 — —

Common Units and Class C Shares issued in connection with Atalaya Acquisition 20,016,013 — —

Class C Shares and Common Units exchanged for Class A Shares ( 103,766,000 ) ( 17,983,898 ) ( 45,363,695 )

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

Shares delivered on vested Common Units 14,903,886 5,988,546 —

4 unchanged sentences

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

Class D Shares and Common Units exchanged for Class A Shares ( 4,944,214 ) — —

Class D Shares exchanged for Class C Shares ( 1,730,000 ) ( 2,042,504 ) —

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

Settlement of Earnout Securities — — 24,475,754

Ending Balance 310,415,409 317,089,623 319,132,127

Number of Class E Shares

Beginning balance — — —

Impact of the Business Combination — — 14,990,864

Settlement of Earnout Securities — — ( 14,990,864 )

Ending Balance — — —

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

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

Blue Owl Capital Inc.

Consolidated and Combined Statements of Cash Flows

Consolidated Statements of Cash Flows

(Dollars in Thousands)

2 unchanged sentences

Cash Flows from Operating Activities

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

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

Consolidated net income (loss) $ 420,446 $ 220,776 $ ( 40,235 )

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

Amortization of intangible assets 258,256 300,341 256,909

2 unchanged sentences

Amortization of debt discounts and deferred financing costs 7,208 4,987 4,381

Amortization of investment discounts and premiums — 6 1,692

Non-cash interest and dividend income ( 23,116 ) — 6

Non-cash lease expense 27,313 22,893 12,983

Payment of earnout liability in excess of acquisition-date fair value ( 13,808 ) ( 7,406 ) —

Net losses on retirement of debt — — 17,636

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

Net gains on investments, net of dividends on equity-method investments 12,684 ( 4,203 ) 132

Change in TRA liability ( 7,080 ) 1,656 11,435

13 unchanged sentences

Proceeds from investment sales and maturities 249,648 62,081 3,878

Cash consideration paid for acquisitions, net of cash consideration received ( 26,265 ) ( 114,454 ) ( 1,578,866 )

Cash consideration paid for acquisitions, net of cash acquired ( 445,210 ) ( 26,265 ) ( 114,454 )

Net Cash Used in Investing Activities ( 638,145 ) ( 118,031 ) ( 485,218 )

Blue Owl Capital Inc.

Consolidated and Combined Statements of Cash Flows

(Dollars in Thousands)

Year Ended December 31,

2023 2022 2021

Cash Flows from Financing Activities

Cash proceeds from the Business Combination — — 1,738,603

Offering costs related to the Business Combination — — ( 126,309 )

Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — — ( 491,956 )

Acquisition of noncontrolling interests — — ( 297,054 )

Offering costs related to the Acquisitions ( 273 ) — —

Proceeds from debt obligations 2,170,000 1,054,800 775,060

3 unchanged sentences

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

Payments under the TRA ( 28,166 ) — —

Withholding taxes on vested RSUs ( 38,848 ) ( 15,450 ) ( 2,420 )

2 unchanged sentences

Class A Share repurchases — — ( 78,789 )

Distributions to members prior to the Business Combination — — ( 103,144 )

Contributions from noncontrolling interests 37,897 48,315 27,482

Distributions to noncontrolling interests ( 735,413 ) ( 546,242 ) ( 425,164 )

Net Cash (Used in) Provided by Financing Activities ( 795,033 ) ( 217,717 ) 1,348,151

Net Cash Used in Financing Activities ( 313,481 ) ( 795,033 ) ( 217,717 )

Net Increase in Cash and Cash Equivalents 47,929 36,081 25,512

4 unchanged sentences

Cash paid for income taxes $ 22,136 $ 14,249 $ 4,784

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

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

1 unchanged sentence

(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.

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

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.

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, Blue Owl Capital GP LLC and certain other directly or indirectly wholly owned subsidiaries of the Registrant (collectively, “Blue Owl GP”).

Business Combination, Including Dyal Acquisition

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

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

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

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

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

Oak Street Acquisition

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

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (now, Blue Owl Real Estate Capital, LLC), a diversified real estate investment firm, and its advisory business (the “Oak Street Acquisition”).

Wellfleet Acquisition

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

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

Par Four Acquisition

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

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

CHI Acquisition

Prima Acquisition

On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC, a real estate lender (“Prima”) (the “Prima Acquisition”).

KAM Acquisition

On July 1, 2024, the Company completed its acquisition of Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (“KAM”), a boutique investment management firm focused on providing asset management services to the insurance industry (the “KAM Acquisition”).

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

CHI Acquisition

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

Atalaya Acquisition

On September 30, 2024, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (“Atalaya”) and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition,” and collectively with the Dyal Acquisition, Oak Street Acquisition, Wellfleet Acquisition, Par Four Acquisition, CHI Acquisition, Prima Acquisition and KAM Acquisition, the “Acquisitions”).

Registrant’s Capital Structure

5 unchanged sentences

RSUs 35,258,030

Private Placement Warrants 5,000,000

Class A Shares —Shares of Class A common stock that are publicly traded.

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

As of December 31, 2023, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represent a combined 20 % of the total voting power of all shares.

Prior to April 2022, the Low-Vote Shares represented 10 % of the total voting power of all shares.

As of December 31, 2024, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represented 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 December 31, 2023, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represent a combined 80 % of the total voting power of all shares.

Prior to April 2022, the High-Vote Shares represented 90 % of the total voting power of all shares.

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

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

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

As of December 31, 2024, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represented 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.

6 unchanged sentences

The Class D Shares are High-Vote Shares as described above.

Class E Shares —Shares of Class E common stock that were not publicly traded.

Class E Stockholders were not entitled to a vote.

Class E Shares accrued distributions equal to amounts declared per Class A Share;

however, such distributions were not paid until the Company’s Class A Shares reached certain price levels (“Class E Triggering Events”).

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

Series E-1 and Series E-2.

Series E-1 and E-2 vested upon a Class E Triggering Event, which occurred when the volume weighted-average price of a Class A Share exceeded $ 12.50 and $ 15.00 , respectively, for 20 consecutive trading days.

The Series E-1 Class E Shares had a Class E Triggering Event on July 21, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares.

The Series E-2 Class E Shares had a Class E Triggering Event on November 3, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares.

As a result, there are no longer any Class E Shares issued or outstanding.

RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members.

4 unchanged sentences

See Note 10 for additional information.

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

A portion of the outstanding warrants are held by the sponsor of Altimar (“Private Placement Warrants”) and the remaining warrants were held by other third-party investors (“Public Warrants”).

The Private Placement Warrants will expire five years from the Business Combination Date.

In August 2022, the Company redeemed all outstanding Public Warrants, as further discussed below.

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

All outstanding Private Placement Warrants were exercised in November 2024, which resulted in the issuance of 2.6 million Class A Shares.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Blue Owl Operating Partnerships’ Capital Structure

8 unchanged sentences

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

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

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

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

1 unchanged sentence

Common Unit exchanges may be settled in cash at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering.

Common Units held by Principals are exchangeable after the two-year anniversary of the Business Combination Date.

References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant.

1 unchanged sentence

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees.

2 unchanged sentences

Unvested Incentive Unitholders generally are not entitled to distributions;

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

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

Seller Earnout Units —Seller Earnout Units were limited partner interests held in the Blue Owl Operating Partnerships that had the same Class E Triggering Events, forfeiture provisions and distribution restrictions as the Class E Shares.

In connection with the Business Combination, recipients of Earnout Securities had the option of selecting either Class E Shares or Seller Earnout Units.

For recipients that elected to receive Class E Shares, a corresponding number of Seller Earnout Units were indirectly held by the Registrant.

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

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

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-1 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

The Series E-2 Seller Earnout Units had a Class E Triggering Event on November 3, 2021.

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-2 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

As a result, there are no longer any Class E Shares issued or outstanding subsequent to November 3, 2021.

Share Repurchases, RSUs Withheld for Tax Withholding and Warrants Redeemed

The following table presents share repurchase activity, RSUs withheld to satisfy tax withholding obligations and warrants cancelled in connection with the Public Warrants redemption during each of the indicated periods:

Year Ended December 31,

2023 2022 2021

Number of shares purchased pursuant to the Programs — 7,637,877 —

Number of RSUs withheld to satisfy tax withholding obligations 1,222,135 194,355 —

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

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.

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

Under the repurchase program (the “Program”), repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

The Program expired upon its terms on December 31, 2024.

There were no repurchases made under the Program during the years ended December 31, 2024 and 2023.

On February 20, 2025, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares (the “2025 Program”).

Under the 2025 Program, repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.

The 2025 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 2025 Program and (ii) February 28, 2027.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

1 unchanged sentence

In such instances, the Company cancels a number of RSUs equivalent in value to the amount of tax withholding payments that the Company is making on behalf of employees out of available cash.

During the third quarter of 2022, of the 9,159,048 Public Warrants that were outstanding on July 18, 2022, 14,553 were exercised for cash at an exercise price of $ 11.50 per Class A Share in exchange for an aggregate of 14,553 Class A Shares and 8,961,029 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 2,141,601 Class A Shares.

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

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

Year Ended December 31,

2024 2023 2022

Number of RSUs withheld to satisfy tax withholding obligations 2,150,962 1,222,135 194,355

Acquisitions-Related Earnouts

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

In connection with the Wellfleet Acquisition, Prima Acquisition, KAM Acquisition and Atalaya Acquisition, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events.

See Note 3 for additional information.

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 Assets products.

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

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

See Note 3 for additional information.

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

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

See Note 3 for additional information.

Common Unit Exchanges

From time to time, the Company exchanges Common Units and Class C Shares for an equal number of Class A Shares.

As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and TRA liability in connection with the exchanges.

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

See the consolidated statements of changes in stockholders’ equity for these amounts.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

These 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 and combination.

All intercompany transactions and balances have been eliminated in consolidation.

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

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

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

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

As part of the Business Combination, Securities was contributed to the Blue Owl Operating Group.

Following the Business Combination, the financial statements are prepared on a consolidated basis.

The merger between Owl Rock and Altimar was accounted for as a reverse asset acquisition, with no step-up to fair value on any assets or liabilities, and therefore no goodwill or other intangible assets were recorded.

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

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

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

During the third quarter of 2024, the Company revised certain Credit platform investment strategies presented in Note 9.

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

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

Use of Estimates

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

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

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

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

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

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

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

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

(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.

9 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

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The Company will generally not consolidate VOEs where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights.

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

For business combinations accounted for under the acquisition method, management recognizes the fair value of assets acquired and liabilities assumed on the acquisition date.

11 unchanged sentences

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

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

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 (losses) 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.

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

See Note 4 for additional information.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

The Company did not restate prior periods and there were no adjustments to retained earnings upon adoption of ASC 842.

The Company applied the package of practical expedients permitted under the transition guidance within the new standard, including carrying forward the historical lease classification and not reassessing whether certain costs capitalized under the prior guidance are eligible for capitalization under ASC 842.

The adoption of ASC 842 resulted in the recognition of $ 13.8 million of operating lease assets and $ 14.4 million of operating lease liabilities, with the net of these amounts offsetting the deferred rent credit liability in existence immediately prior to adoption.

The Company determines if an arrangement is a lease at inception.

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The Company does not recognize right-of-use lease assets and lease liabilities for leases with an initial term of one year or less.

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

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In addition, the Company separates lease and non-lease components embedded within lease agreements.

Lease expense for operating lease payments is recognized on a straight-line basis, which consists of amortization of right-of-use assets and interest accretion on lease liabilities, over the lease term and included within general, administrative and other expenses in the consolidated and combined statements of operations.

The Company does not have any material finance leases.

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

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

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

See Note 9 for additional information.

4 unchanged sentences

See Note 3 for additional information.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

8 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

4 unchanged sentences

No impairments have been recognized to date on the Company’s goodwill.

Fixed assets are recorded at cost, less accumulated depreciation and amortization, and are included within other assets, net in the Company’s consolidated and combined statements of financial condition.

Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

The only movement in the Company’s goodwill balance was related to additions related to the Acquisitions.

See Note 3 for additional information.

Fixed assets are recorded at cost, less accumulated depreciation and amortization, and are included within other assets, net in the Company’s consolidated statements of financial condition.

The estimated useful life for leasehold improvements is the lesser of the remaining lease term or the life of the asset, while other fixed assets are generally depreciated over a period of three years to seven years .

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The Company’s debt obligations, other than revolving credit facilities, are recorded at amortized cost, net of any debt issuance costs, discounts and premiums.

Debt issuance costs are deferred and along with discounts and premiums are amortized to interest expense in the consolidated and combined statements of operations over the life of the related debt instrument using the effective interest method.

Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the consolidated and combined statements of operations when the Company prepays borrowings prior to maturity.

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Debt issuance costs are deferred and along with discounts and premiums are amortized to interest expense in the consolidated statements of operations over the life of the related debt instrument using the effective interest method.

Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the consolidated statements of operations when the Company prepays borrowings prior to maturity.

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

TRA Liability

The tax receivable agreement (“TRA”) liability represents amounts payable to certain pre-Business Combination equity holders of Owl Rock and Dyal Capital.

The portion of the TRA liability related to the Dyal Acquisition is deemed contingent consideration payable to the previous owners of Dyal Capital, and therefore is carried at fair value, with changes in fair value reported within other income (loss) in the consolidated and combined statements of operations.

The TRA liability represents amounts payable to certain pre-Business Combination equity holders of Owl Rock and Dyal Capital.

The remaining portion of the TRA is carried at a value equal to the expected future payments due under the TRA.

The Company recorded its initial estimate of future payments under the TRA portion that is not related to the Dyal Acquisition, including as a result of exchanges of Common Units for Class A or B Shares, as a decrease to additional paid-in capital in the consolidated and combined statements of financial condition.

Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated and combined statements of operations.

See Note 11 for additional information.

Warrant Liability, at Fair Value

The Company’s warrants are recorded as liabilities carried at fair value, with changes in fair value included within other income (loss) in the Company’s consolidated and combined statements of operations.

The Private Placement Warrants contain exercise and settlement features that may change with a change in the holder, which precludes the Private Placement Warrants from being considered indexed to the Company’s own stock;

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

The Company’s warrants were recorded as liabilities carried at fair value, with changes in fair value included within other loss in the Company’s consolidated statements of operations.

The Private Placement Warrants, which were exercised in November 2024, contained exercise and settlement features that may change with a change in the holder, which precluded the Private Placement Warrants from being considered indexed to the Company’s own stock;

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

1 unchanged sentence

Accordingly, the Public Warrants were also precluded from being classified within equity and were accounted for as derivative liabilities.

This provision also applies to the Private Placement Warrants.

This provision also applied to the Private Placement Warrants.

Earnout Liability, at Fair Value

As of December 31, 2023 and 2022, the earnout liability is comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts (collectively, the “Earnouts”).

The Earnouts represent contingent consideration on the Oak Street and Wellfleet Acquisitions and are recorded at fair value until the contingencies have been resolved, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Once recognized, earnout liabilities are not derecognized until the contingencies are resolved and the consideration is paid or becomes payable.

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

See Note 3 for additional information.

As of December 31, 2024, the earnout liability was comprised of the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts (each as defined in Note 3) (collectively, the “Earnouts”).

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

The Earnouts represent contingent consideration on certain acquisitions, and are recorded at fair value, with changes in fair value included within change in earnout liability in the Company’s consolidated statements of operations.

Earnout liabilities are derecognized when the relevant contingencies are resolved and the consideration is paid or if the contingencies are not resolved (e.g., not meeting relevant targets) and the obligations expire and upon expiration, the consideration would not be paid or payable.

Noncontrolling Interests

Noncontrolling interests are primarily comprised of Common Units, which are interests in the Blue Owl Operating Group not held by the Company.

Allocations to noncontrolling interests in the consolidated and combined statements of operations are based on the substantive profit-sharing arrangements in the operating agreements of the Blue Owl Operating Partnerships.

The Company does not record income or loss allocations to noncontrolling interests to the extent that such allocations would be provisional in nature, such as for unvested Incentive Units (other than certain minimum tax distributions) or Seller Earnout Units prior to achieving their respective Class E Triggering Events.

Provisional allocations to these interests would be subject to reversal in the event the unvested Incentive Units are forfeited or if the Seller Earnout Units would not have achieved their Class E Triggering Events.

Certain consolidated holding companies for investment adviser subsidiaries of the Blue Owl Operating Group are partially owned by third-party investors.

Such interests are also presented as noncontrolling interests.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Allocations to noncontrolling interests in the consolidated statements of operations are based on the substantive profit-sharing arrangements in the operating agreements of the Blue Owl Operating Partnerships.

Provisional allocations to these interests would be subject to reversal in the event the unvested Incentive Units are forfeited .

Revenue Recognition

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

Such Part I Fees are classified as management fees in the consolidated and combined statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter.

Such Part I Fees are classified as management fees in the consolidated statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter.

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

4 unchanged sentences

As such, on a quarterly basis, a subsequent significant reversal in relation to the cumulative revenue recognized is not probable for the quarter in arrears.

As discussed above, amortization of the Strategic Revenue-Share Purchase consideration is recorded as a reduction of management fees, net in the Company’s consolidated and combined statements of operations.

As discussed above, amortization of the Strategic Revenue-Share Purchase consideration is recorded as a reduction of management fees, net in the Company’s consolidated statements of operations.

Administrative, Transaction and Other Fees

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

The Company may incur certain costs in connection with satisfying its performance obligations under administrative agreements – including, but not limited to, employee compensation and travel costs – for which it receives reimbursements from the products it manages.

The Company reports these expenses within compensation and benefits and general, administrative and other expenses and reports the related reimbursements as revenues within administrative, transaction and other fees (i.e., on a gross basis) in the consolidated and combined statements of operations.

Dealer manager revenue consists of commissions earned for providing distribution services to certain products.

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A portion of dealer manager revenues represent commissions that are reallowed to third party broker-dealers.

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

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

Performance Revenues

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

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

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Any tax deduction shortfall or windfall due to the difference between grant date fair value and the ultimate deduction taken for tax purposes is recognized at the time of settlement.

Expenses related to equity-based grants to employees are included within compensation and benefits in the consolidated and combined statements of operations.

Expenses related to equity-based grants to employees are included within compensation and benefits in the consolidated statements of operations.

See Note 10 for additional information.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Foreign Currency

8 unchanged sentences

Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within general, administrative and other expenses.

Substantially all of the earnings of the Blue Owl Operating Group are subject to New York City and Connecticut unincorporated business tax (“UBT”) and additionally, the portion of earnings allocable to the Registrant is subject to corporate tax rates at the U.S.

Substantially all of the earnings of the Blue Owl Operating Group are subject to New York City unincorporated business tax (“UBT”) and additionally, the portion of earnings allocable to the Registrant is subject to corporate tax rates at the U.S.

federal and state and local levels.

1 unchanged sentence

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

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

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The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination.

The Company accrues any interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated and combined statements of operations.

The Company accrues any interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated statements of operations.

See Note 11 for additional information.

New Accounting Pronouncements

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

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

Segment Reporting

The Company operates through one operating and reportable segment that provides asset management services to clients.

The Company’s, and therefore the single segment’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 accounting policies of the segment are consistent with the policies described within this Note 2.

The Company's Chief Operating Decision Makers (“CODMs”) are its Co-CEOs.

The Company concluded that it has a single operating segment, as this reflects how the CODMs allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with a single expense pool.

GAAP consolidated net income is the primary measure of segment operating performance.

The CODMs also utilize other supplemental measures not prepared in accordance with GAAP to manage the business and allocate resources, such as budgeting and to assess the operating results of the Company’s business.

The measure of segment assets is reported in the consolidated statement of financial condition, as the firm is managed on a consolidated basis.

Significant Segment Expenses

The significant expense categories that are regularly reviewed by the CODMs are presented in the Company's consolidated statements of operations and include:

Compensation and benefits:

This line item encompasses all employee-related costs, including salaries, bonuses, and benefits.

General, administrative and other expenses:

This category includes costs related to office operations, professional services, and other administrative expenses.

Interest expense:

This line item reflects the cost of servicing our debt obligations.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

New Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“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

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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.

The Company adopted the ASU beginning with the 2024 Form 10-K.

As a result of adopting this standard, the Company included incremental segment disclosures.

ASU 2023-09—Income Taxes (Topic 740):

2 unchanged sentences

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

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

• 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.

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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.

ASU 2024-03—Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40);

Disaggregation of Income Statement Expenses The ASU requires additional disclosures of the nature of expenses included in the income statement.

The guidance requires footnote disclosures in a tabular format, disaggregating certain costs and expenses that includes any of the following expenses:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation.

All public business entities are required to adopt the ASU prospectively for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption and retrospective application are permitted.

The guidance is expected to have minimal impact on the Company’s Consolidated Financial Statements presentation and disclosure because the relevant expenses are disaggregated in the Consolidated Statements of Operations.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

ACQUISITIONS AND INTANGIBLE ASSETS, NET

Dyal Acquisition

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

Wellfleet Acquisition

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

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (1)

Tax receivable agreement (3)

Earnout Securities (3)

Earnout consideration (2)

Total Consideration $ 128,023

1 unchanged sentence

Assets acquired:

Due from related parties $ 13,442

Intangible assets:

3 unchanged sentences

Total intangible assets 50,920

Deferred tax asset 29,770

Other assets, net 2,096

Total assets acquired 2,263,308

Liabilities assumed:

Accrued compensation 7,376

Deferred tax liability 170,753

Accounts payable, accrued expenses and other liabilities 41,352

Total liabilities assumed 219,481

Due from related parties 5,272

Net Identifiable Assets Acquired $ 56,192

(1) Represents share consideration issued to the Dyal Capital selling stockholders based on the fair value of the acquired business, reflecting a discount for lack of control.

(1) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

(3) The TRA and Earnout Securities represent contingent consideration.

See Note 9 for additional information on the valuation of these instruments.

(2) Represents the fair value of the portion of the Wellfleet Earnouts determined to be contingent consideration, as further discussed below.

See Note 4 for additional information on the valuation of the portion of the contingent consideration that is liability classified.

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

None of the goodwill recognized is expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

Approximately $ 111.5 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 4.7 years, 8.5 years and 7.0 years, respectively.

In addition, the Company granted Common Units and Earnout Securities that were treated as equity-based compensation in connection with the Business Combination, rather than additional consideration on the acquisition.

See Note 8 for additional information on these grants.

Wellfleet’s results are included in the Company’s consolidated results starting from the date the acquisition closed, April 1, 2022.

For the year ended December 31, 2022, the Company’s consolidated results included $ 19.4 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Wellfleet Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

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

Wellfleet Earnouts

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 beginning on April 1, 2023, contingent upon the continued employment of certain employees associated with the Wellfleet Acquisition (“Wellfleet Triggering Events”).

In April 2024, the Wellfleet Triggering Event occurred with respect to the Second Wellfleet Earnout comprised of $ 5.0 million in cash and 313,556 shares settled in cash.

The Third Wellfleet Earnout comprised of $ 5.0 million in cash and 313,556 shares to be settled in cash remains unpaid.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

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

For the year ended December 31, 2021, the Company’s consolidated results included $ 252.9 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Dyal Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

During the year ended December 31, 2021, the Company incurred $ 166.7 million of acquisition-related costs, of which $ 40.4 million was expensed and included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations and the remaining $ 126.3 million was netted against consideration.

Oak Street Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the Oak Street Acquisition:

The Wellfleet Earnouts payable to non-employee sellers have been classified as contingent consideration on the Wellfleet Acquisition in;

whereas, the Wellfleet Earnouts payable to individuals that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period.

See Note 10 for additional information on the compensation-classified Wellfleet Earnout Shares.

Par Four Acquisition

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

(dollars in thousands)

Consideration

Equity consideration (1)

Cash Consideration $ 26,245

Earnout consideration (3)

Total Consideration $ 1,084,566

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Cash and cash equivalents $ 4,411

Intangible assets - Investment management agreements $ 6,000

Due from related parties 468

Operating lease assets 1,001

Net Identifiable Assets Acquired $ 6,468

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

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

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

CHI Acquisition

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

(dollars in thousands)

Consideration

Cash Consideration $ 20

Net Identifiable Assets Acquired

Assets acquired:

Investments $ 20

Intangible assets:

1 unchanged sentence

Investor relationships 800

Trademarks 26,600

Total intangible assets 507,300

Other assets, net 1,791

1 unchanged sentence

Liabilities assumed:

Operating lease liabilities 1,001

Deferred tax liabilities 8,587

Accounts payable, accrued expenses and other liabilities 2,032

Accrued expenses 300

Deferred revenue 1,491

Total liabilities assumed 1,791

Net Identifiable Assets Acquired $ 6,020

(1) Represents Common Units issued to Oak Street selling stockholders, reflecting a discount for lack of marketability.

(2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

(3) Represent the fair value of contingent cash consideration payable to certain sellers upon the occurrence of certain Oak Street Triggering Events as defined below.

The amount presented does not include contingent cash and equity payments subject to the same Oak Street Triggering Events that were deemed to be compensation, rather than consideration, as further discussed below.

See Note 9 for additional information on the valuation of this liability.

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

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

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

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

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

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

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

Oak Street Earnouts

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

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

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

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

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

See Note 8 for additional information on the compensation-classified Oak Street Earnout Units.

(dollars in thousands)

Oak Street Earnouts Quarterly Management Fee Trigger Earliest Date Trigger May Occur Cash Units

Contingent consideration:

First Oak Street Earnout $ 22 million January 1, 2023 $ 81,250 —

Second Oak Street Earnout $ 28 million January 1, 2024 82,875 —

Compensation:

First Oak Street Earnout $ 22 million January 1, 2023 43,484 13,037,165

Second Oak Street Earnout $ 28 million January 1, 2024 48,358 13,037,165

Total $ 255,967 26,074,330

Bargain Purchase Gain $ ( 6,000 )

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

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

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

Wellfleet Acquisition

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

Prima Acquisition

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

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (2)

3 unchanged sentences

Assets acquired:

Intangible assets:

Investment management agreements $ 39,120

Investor relationships 10,700

Trademarks 1,100

Total intangible assets 50,920

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 302

Total assets acquired 115,164

Liabilities assumed:

Operating lease liabilities 456

Deferred tax liabilities 1,730

Accounts payable, accrued expenses and other liabilities 3,943

Total liabilities assumed 6,129

Net Identifiable Assets Acquired $ 109,035

(1) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

(2) Represents the fair value of the portion of the Wellfleet Earnouts determined to be contingent consideration, as further discussed below.

See Note 9 for additional information on the valuation of the portion of the contingent consideration that is liability classified.

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

The value of the Common Units was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one -to-one basis for Class A Shares.

(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 $ 111.5 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

Wellfleet’s results are included in the Company’s consolidated results starting from the date the acquisition closed, April 1, 2022.

For the year ended December 31, 2022, the Company’s consolidated results included $ 19.4 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Wellfleet Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

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

Wellfleet Earnouts

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

The Wellfleet Earnouts payable to non-employee sellers have been classified as contingent consideration on the Wellfleet Acquisition;

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

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 11.4 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.

For the year ended December 31, 2024, the Company’s consolidated results $ 11.2 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Prima Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

The Company incurred $ 9.4 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

(dollars in thousands)

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

Contingent consideration:

First Wellfleet Earnout 4/1/2023 $ 5,000 26,131

Second Wellfleet Earnout 4/1/2024 5,000 26,131

Third Wellfleet Earnout 4/1/2025 5,000 26,131

Compensation:

First Wellfleet Earnout 4/1/2023 287,425

Second Wellfleet Earnout 4/1/2024 287,425

Third Wellfleet Earnout 4/1/2025 287,425

Total $ 15,000 940,668

Par Four Acquisition

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

Prima Earnouts

In connection with the Prima Acquisition, the sellers are entitled to receive additional consideration of up to $ 35.0 million (determined using a share price that was fixed at signing) (the “Prima Earnouts”), based on the performance of the acquired business during the earnout period, which period extends from the closing date to the fourth anniversary of the closing (the “Prima Earnout Period”).

Earnout payments are contingent on the acquired business achieving specified revenue milestones during any rolling 12-month period (“LTM Earnout Period”) within the Prima Earnout Period (the achievement of any such milestone, a “Prima Triggering Event”);

provided that the first LTM Earnout Period will not occur until after June 6, 2025.

The Prima Earnouts will be settled in Class A Shares and Common Units with corresponding Class C Shares.

KAM Acquisition

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

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (2)

Earnout consideration (3)

Total Consideration $ 842,221

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Cash and cash equivalents $ 10,741

Deferred tax assets 1,749

Intangible assets - Investment management agreements 568,000

Due from related parties 468

Other assets, net 8,307

Total assets acquired 588,797

Liabilities assumed:

Accrued compensation 6,180

Deferred tax liabilities 3,364

Accounts payable, accrued expenses and other liabilities 5,121

Total liabilities assumed 14,665

Net Identifiable Assets Acquired $ 574,132

(1) Represents Class A Shares issued to KAM 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 KAM Earnouts.

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

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

Approximately $ 531.0 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 15.6 years from the date of acquisition.

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

CHI Acquisition

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

KAM’s results are included in the Company’s consolidated results starting from the date the acquisition closed, July 1, 2024.

For the year ended December 31, 2024, the Company’s consolidated results included $ 37.8 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the KAM Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

The Company incurred $ 37.6 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

In connection with the KAM Acquisition, the sellers are entitled to receive additional consideration of up to $ 250.0 million (the “KAM Earnouts”), based on the acquired business achieving specified revenue growth milestones in each of calendar years 2025, 2026 and 2027 (each, a “KAM Earnout Period,” and the achievement of any such milestone, a “KAM Triggering Event”).

The KAM Earnouts will be paid in cash following the conclusion of each respective KAM Earnout Period.

Atalaya Acquisition

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

(dollars in thousands)

Consideration

Equity consideration (1)(2)

Cash consideration (1)(3)

Net Identifiable Assets Acquired

Earnout liability (4)

Total Consideration $ 505,774

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Investments $ 20

Due from related parties $ 4,510

Intangible assets:

1 unchanged sentence

Investor relationships 10,000

Total intangible assets 375,000

Other assets, net 472

1 unchanged sentence

Liabilities assumed:

Accrued expenses 300

Deferred revenue 1,491

Deferred tax liabilities 4,831

Accounts payable, accrued expenses and other liabilities 2,317

Total liabilities assumed 7,148

Net Identifiable Assets Acquired $ 372,834

Bargain Purchase Gain $ ( 6,000 )

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

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

(1) A product managed by the Company received 20 % of the consideration paid as a result of a passive, minority stake it held in the business acquired.

(2) Represents Common Units issued to sellers at fair value, which was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one-to-one basis for Class A Shares.

(3) Includes $ 3.5 million of cash consideration paid in January 2025.

(4) Represents the fair value of contingent consideration payable to a product managed by the Company related to the Atalaya Earnouts.

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

Approximately $ 100.7 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

The acquired investment management agreements and investor relationships had a weighted-average amortization period of 13.9 years and 7.2 years, respectively, from the date of acquisition.

Atalaya’s results are included in the Company’s consolidated results starting from the date the acquisition closed, September 30, 2024.

For the year ended December 31, 2024, the Company’s consolidated results included $ 19.8 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Atalaya Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

The Company incurred $ 16.1 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Atalaya Earnouts

As part of the Atalaya Acquisition, sellers can receive up to $ 350.0 million in additional payments (the “Atalaya Earnouts”) if the acquired business meets certain revenue milestones in 2026 and 2028 (each milestone achievement being an “Atalaya Triggering Event”).

These payments are split into two parts:

up to $ 175.0 million in 2027 based on 2026 revenues, and up to $ 175.0 million in 2029 based on 2028 revenues.

If the 2027 payment is less than $ 175.0 million, there is a catch-up mechanism.

If total payments exceed $ 175.0 million, at least $ 50.0 million (or any remaining unpaid amount) will be reallocated to non-seller employees as RSUs.

The Company expects this to happen, so it estimates that earnout payments to sellers will be reduced by $ 50.0 million due to the reallocation.

The Atalaya Earnouts will be paid in Common Units with a corresponding number of Class C Shares.

Approximately 20 % of these payments will go to a product managed by the Company and are considered contingent consideration.

The remaining 80 % will be payable to sellers subject to ongoing employment arrangements with the Company, and as such, these amounts have been classified as equity-based compensation.

The $ 50.0 million that may be reallocated to non-seller employees as RSUs will also classified as equity-based compensation.

See Note 10 for more details on these compensation-classified equity-based payments.

Intangible Assets, Net

4 unchanged sentences

Intangible assets, gross:

Investment management agreements (1)

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

Investment management agreements $ 3,265,420 $ 2,224,420 12.3 years

Investor relationships 470,300 460,300 7.7 years

Trademarks (2)

94,400 94,400 0.0 years

Total intangible assets, gross 3,735,720 2,684,720

1 unchanged sentence

Investment management agreements ( 685,765 ) ( 471,104 )

( 471,104 ) ( 290,816 )

Investor relationships ( 147,203 ) ( 103,608 )

Trademarks ( 94,400 ) ( 19,352 )

Total accumulated amortization ( 832,968 ) ( 574,712 )

Total Intangible Assets, Net $ 2,902,752 $ 2,110,008

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

The transaction closed in January 2024.

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

4 unchanged sentences

Total $ 2,902,752

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Pro Forma Financial Information

Unaudited pro forma revenues were $ 2.6 billion and $ 1.9 billion for the years ended December 31, 2024 and 2023, respectively.

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

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

Unaudited pro forma net income attributable to Class A stockholders was $ 104.9 million and $ 53.6 million for the years ended December 31, 2024 and 2023, respectively.

This pro forma financial information was computed by combining the historical financial information of the Company and Prima, KAM, and Atalaya as though these acquisitions were consummated as of the beginning of the year prior to the year of acquisition.

Unaudited pro forma revenues also include revenues related to the IPI Acquisition, as such acquisition closed subsequent to the balance sheet date and prior to the issuance of these consolidated financial statements.

Information on the total consideration (inclusive of earnout liability), net identifiable assets acquired and goodwill for the IPI Acquisition has not been presented, as the initial accounting for such acquisition is incomplete as of the date these financial statements are being issued.

Accordingly, unaudited pro forma net income attributable to Class A stockholders does not include amounts related to IPI.

These pro forma amounts assume a consistent ownership structure, annual effective tax rates and amortization of the fair value of acquired assets as of each respective acquisition date.

The proforma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.

The pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.

INVESTMENTS AND FAIR VALUE DISCLOSURES

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

(dollars in thousands) December 31,

2024 December 31,

Preferred equity investment, at fair value $ 267,169 $ —

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

96,956 76,258

Equity investments in the Company’s products, equity method 63,465 51,316

Loans and deferred purchase price receivable, at amortized cost (includes $ 48,094 and $ 207,500 of investments in the Company’s products, respectively)

54,186 214,170

Investments in the Company’s CLOs, at fair value 5,169 2,521

Total $ 486,945 $ 344,265

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

December 31, 2024

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

Investments, at Fair Value

Preferred equity investment $ — $ — $ 267,169 $ 267,169

Equity investments in the Company’s products — 96,956 — 96,956

CLOs — — 5,169 5,169

Total Assets, at Fair Value $ — $ 96,956 $ 272,338 $ 369,294

Liabilities, at Fair Value

TRA liability $ — $ — $ 108,257 $ 108,257

Earnout liability — 529 167,912 168,441

Total Liabilities, at Fair Value $ — $ 529 $ 276,169 $ 276,698

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

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 years ended December 31, 2024 and 2023:

Year Ended December 31, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

Beginning balance $ — $ 2,521 $ 2,521

Purchases (1)

263,395 3,700 267,095

Net gains (losses) 3,774 ( 1,052 ) 2,722

Ending Balance $ 267,169 $ 5,169 $ 272,338

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 3,774 $ ( 1,052 ) $ 2,722

(1) Preferred equity purchases includes $ 23.1 million of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Year Ended December 31, 2023 Level III Assets

(dollars in thousands) CLOs Total

Beginning balance $ 2,843 $ 2,843

Net losses ( 322 ) ( 322 )

Ending Balance $ 2,521 $ 2,521

Change in net unrealized losses on assets still recognized at the reporting date $ ( 322 ) $ ( 322 )

Year Ended December 31, 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 — — 135,600 135,600

Settlements ( 8,551 ) ( 60,900 ) ( 87,874 ) ( 157,325 )

Net losses 410 38,300 28,067 66,777

Ending Balance $ 108,257 $ — $ 167,912 $ 276,169

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 819 $ — $ 27,820 $ 28,639

Year Ended December 31, 2023 Level III Liabilities

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

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

Settlements — — ( 86,250 ) ( 86,250 )

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

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

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

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.

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.

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

TRA Liability

The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows.

The remaining TRA liability on the Company’s consolidated 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 December 31, 2024, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts.

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

The Company uses a Monte Carlo simulation model to value certain earnouts where revenue milestones need to be achieved before a payment is due.

These models consider current progress towards revenue targets, as well as forecasts, to simulate a range of outcomes based on market inputs such as volatility.

For other earnouts, the Company uses 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 respective earnout and the discount rate.

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

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

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

Preferred equity $ 267,169 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease

CLOs 5,169 Discounted cash flow Yield 10 % - 16 % 12 % Decrease

Total Assets, at Fair Value $ 272,338

TRA liability $ 108,257 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease

Earnout liability:

163,001 Monte Carlo Simulation Volatility 20 % - 37 % 29 % Increase

4,911 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Total Liabilities, at Fair Value $ 276,169

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 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

CLOs $ 2,521 Discounted cash flow Yield 15 % - 19 % 17 % Decrease

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 92,119 Discounted cash flow Discount Rate 6 % - 16 % 15 % Decrease

Total Liabilities, at Fair Value $ 231,117

Fair Value of Other Financial Instruments

As of December 31, 2024, the fair value of the Company’s debt obligations was approximately $ 2.5 billion compared to a carrying value of $ 2.6 billion, of which $ 2.3 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.

As of December 31, 2024 and December 31, 2023, the fair value of the portion of the TRA liability that is not carried at fair value in the Company’s consolidated balance sheets was approximately $ 535.7 million and $ 358.4 million, respectively, compared to a carrying value of $ 1.3 billion and $ 763.1 million, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of December 31, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

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

The operating lease for the Company’s headquarters does not include any renewal options;

however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised.

(dollars in thousands) Year Ended December 31,

Lease Cost 2024 2023 2022

Operating lease cost $ 40,688 $ 37,673 $ 19,168

Short term lease cost 1,345 232 1,524

Net Lease Cost $ 42,033 $ 37,905 $ 20,692

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(dollars in thousands) Year Ended December 31,

Supplemental Lease Cash Flow Information 2024 2023 2022

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

Operating cash flows for operating leases (1)

$ 14,137 $ 15,012 $ 7,709

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

Operating leases $ 73,070 $ 95,953 $ 156,778

(1) The amount presented above for the year ended December 31, 2024 includes $ 18.9 million of tenant improvement allowances received from the lessor.

Lease Term and Discount Rate December 31, 2024 December 31, 2023 December 31, 2022

Weighted-average remaining lease term:

Operating leases 13.1 years 12.5 years 13.0 years

Weighted-average discount rate:

Operating leases 5.6 % 5.4 % 4.0 %

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

2025 $ 33,282

Thereafter 358,871

Total Lease Payments 571,424

Imputed interest ( 181,071 )

Total Lease Liabilities $ 390,353

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 $ 255.9 million related to leases that have not commenced that were entered into as of December 31, 2024.

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

These operating lease payments are anticipated to commence in the first quarter of 2025 and continue for approximately 16 years.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

OTHER ASSETS, NET

(dollars in thousands) December 31,

2024 December 31,

Fixed assets, net:

Leasehold improvements $ 178,398 $ 127,612

Furniture and fixtures 31,553 13,823

Computer hardware and software 9,386 8,328

Accumulated depreciation and amortization ( 31,588 ) ( 14,870 )

Fixed assets, net 187,749 134,893

Receivables 26,634 15,853

Prepaid expenses 17,768 7,212

Unamortized debt issuance costs on revolving credit facilities 9,678 9,265

Other assets 16,919 20,232

Total $ 258,748 $ 187,455

DEBT OBLIGATIONS, NET

8 unchanged sentences

2034 Notes 4/18/2034 1,000,000 1,000,000 — 979,247

2051 Notes 10/7/2051 350,000 350,000 — 338,311

Revolving Credit Facility 7/23/2029 1,725,000 130,000 1,585,621 130,000

7 unchanged sentences

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

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

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

3 unchanged sentences

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

The 2028 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.

3 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

1 unchanged sentence

Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year.

The 2031 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their respective subsidiaries.

The 2031 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.

6 unchanged sentences

Interest on the 2032 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries.

The 2032 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.

3 unchanged sentences

The 2032 Notes also provide for customary events of default and acceleration.

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 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.

On October 7, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 350.0 million aggregate principal amount of 4.125 % Senior Notes due 2051 (the “2051 Notes”).

1 unchanged sentence

Interest on the 2051 Notes is payable semi-annually in arrears on April 7 and October 7 of each year, commencing April 7, 2022.

The 2051 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries.

The 2051 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.

3 unchanged sentences

The 2051 Notes also provide for customary events of default and acceleration.

The 2031 Notes, 2032 Notes and 2051 Notes are collectively referred to as the “Notes.”

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

Revolving Credit Facility

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

The Company, through its indirect subsidiary, Blue Owl Finance LLC, maintains a revolving credit facility (the “Revolving Credit Facility”), with a borrowing capacity of $ 1.7 billion that matures on 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 0.875 % to 1.375 %, 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 0.00 % to 0.375 %.

The Company is subject to an undrawn commitment fee rate of 0.08 % to 0.2 % of the daily amount of available revolving commitment.

The borrowing rates for balances outstanding under the Revolving Credit Facility as of December 31, 2024 and December 31, 2023 were 5.72 % and 6.96 %, respectively.

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

The operating lease for the Company’s headquarters does not include any renewal options;

however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised.

(dollars in thousands) Year Ended December 31,

Lease Cost 2023 2022

Operating lease cost $ 37,673 $ 19,168

Short term lease cost 232 1,524

Net Lease Cost $ 37,905 $ 20,692

(dollars in thousands) Year Ended December 31,

Supplemental Lease Cash Flow Information 2023 2022

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

Operating cash flows for operating leases $ 15,012 $ 7,709

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

Operating leases $ 95,953 $ 156,778

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

Weighted-average remaining lease term:

Operating leases 12.5 years 13.0 years

Weighted-average discount rate:

Operating leases 5.4 % 4.0 %

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

During the year ended December 31, 2024, the Company made TRA payments of $ 28.2 million (including $ 2.8 million to related parties).

The table below presents management’s estimate as of December 31, 2024, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.

(dollars in thousands) Potential Payments Under the Tax Receivable Agreement

2025 $ 53,540

Thereafter 1,115,531

Total Lease Payments 462,102

Imputed interest ( 142,570 )

Total Lease Liabilities $ 319,532

Total Payments 1,532,793

Less adjustment to fair value for contingent consideration ( 120,493 )

Total TRA Liability $ 1,412,300

Unfunded Product Commitments

As of December 31, 2024, the Company had unfunded investment commitments to its products of $ 58.1 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 December 31, 2024, the Company has not had prior claims or losses pursuant to these arrangements.

From time to time, the Company is involved in legal actions in the ordinary course of business.

Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

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

The Company has future operating lease payments of approximately $ 36.2 million related to leases that have not commenced that were entered into as of December 31, 2023.

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

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

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

2 unchanged sentences

Credit Platform

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

Technology lending 204,680 114,876 66,089

First lien lending 18,089 16,029 15,185

Opportunistic lending 9,707 8,756 3,993

Direct lending $ 1,133,304 $ 870,475 $ 620,535

Alternative credit 19,834 — —

Investment grade credit 27,892 — —

Liquid credit 27,750 27,936 19,440

12 unchanged sentences

Total GAAP Revenues - GP Strategic Capital Platform 613,755 536,796 518,438

Real Estate Platform

Real Assets Platform

Net lease 168,588 122,365 80,179

Real estate credit 19,161 — —

Management Fees, Net 187,749 122,365 80,179

1 unchanged sentence

Performance revenues 4,822 2,345 12,221

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

Total GAAP Revenues - Real Assets Platform 219,581 139,097 99,306

Total GAAP Revenues $ 2,295,427 $ 1,731,608 $ 1,369,722

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

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

2 unchanged sentences

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

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

Year Ended December 31,

Management fees are primarily included within due from related parties and a portion is also included within other assets in the Company’s consolidated statements of financial condition.

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(dollars in thousands) 2024 2023

12 unchanged sentences

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

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

Year Ended December 31,

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.

(dollars in thousands) 2024 2023

2 unchanged sentences

Ending Balance $ 373,528 $ 417,081

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.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

OTHER ASSETS, NET

(dollars in thousands) December 31,

Notes to Consolidated Financial Statements

December 31, 2024

Fixed assets, net:

Leasehold improvements $ 127,612 $ 61,741

Furniture and fixtures 13,823 10,922

Computer hardware and software 8,328 3,171

Accumulated depreciation and amortization ( 14,870 ) ( 4,644 )

Fixed assets, net 134,893 71,190

Receivables 15,853 11,935

Prepaid expenses 7,212 6,099

Unamortized debt issuance costs on revolving credit facilities 9,265 6,328

Other assets 20,232 4,127

Total $ 187,455 $ 99,679

EQUITY-BASED COMPENSATION

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

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

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

To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the 2021 Equity Incentive Plan.

The 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 71,033,196 remain available as of December 31, 2024.

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

1 unchanged sentence

(dollars in thousands) 2024 2023 2022

Business Combination grants $ 69,173 $ 69,448 $ 72,857

Acquisition related 27,972 84,543 248,455

Common Units issued in connection with the Business Combination $ — $ — $ 1,121,139

Seller Earnout Units issued in connection with the Business Combination — — 63,031

Oak Street Earnout Units 80,575 245,987 —

Wellfleet Earnout Shares 3,968 2,468 —

Total acquisition related 84,543 248,455 1,184,170

Incentive Units 175,114 137,129 14,535

RSUs 52,907 35,248 6,631

Other 215,464 158,573 99,520

Equity-Based Compensation Expense $ 312,609 $ 312,564 $ 420,832

2 unchanged sentences

Fair value of RSUs withheld to satisfy tax withholding obligations $ 38,848 $ 15,450 $ 2,420

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

The table below presents activity related to the Company’s unvested equity-based compensation awards for the year ended December 31, 2024.

6 unchanged sentences

December 31, 2024 21,700,853 $ 14.61 24,377,882 $ 15.48 — $ — 287,425 $ 11.44

Prior to the Business Combination, certain members of Dyal Capital were entitled to receive rights to distributions of certain future profits (the “Profit Interest Units”) that were subject to certain forfeiture conditions.

Immediately preceding the Business Combination, the forfeiture conditions of the Profit Interest Units were modified to eliminate any future service requirements and were replaced with Common Units on the Business Combination Date.

The Company recognized a one-time non-cash equity-based compensation expense of $ 1.1 billion in 2021 related to the replacement awards, which represents the fair value under GAAP of the replacement awards (excluding the portion attributable to the Profit Interest Units prior to the Business Combination, which was included as equity consideration in Note 3).

The fair value of the Common Units replacement awards during 2021 was based on the Company’s Class A Share price on the transaction date with the application of a 10 % discount for lack of marketability.

The weighted-average grant date fair value of Common Units granted during the year ended December 31, 2021 was $ 9.00 .

Seller Earnout Units

The fair value of the Seller Earnout Units during 2021 was determined using a Monte Carlo simulation valuation model, with the following assumptions:

volatility of 22 %, discount for lack of marketability of 12 % and expected holding period of approximately 3 years.

The weighted-average grant date fair value of Seller Earnout Units granted during the year ended December 31, 2021 was $ 5.43 .

As a result of the Class E Triggering Events in 2021, the Company recognized all of the compensation expense related to the Seller Earnout Units and no unamortized expense remained as of December 31, 2021.

Incentive Units

2 unchanged sentences

The aggregate fair value of Incentive Units that vested during the years ended December 31, 2024, 2023 and 2022 was $ 281.9 million, $ 100.1 million and $ 63.0 million, respectively.

The equity-based compensation expense related to Incentive Units during the years ended December 31, 2024, 2023 and 2022 was $ 212.5 million, $ 175.1 million and $ 137.1 million, respectively.

As of December 31, 2024, unamortized expense related to Incentive Units was $ 193.3 million, with a weighted-average amortization period of 2.8 years.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

December 31, 2024

RSUs Modified from Liability Award on Business Combination Date

On September 15, 2020, the Company issued an award that was based on the fair value of Owl Rock and that was fully vested upon issuance.

The original terms of the award required cash settlement at a future date and was, therefore, classified as a liability that was remeasured to its settlement value at each reporting period.

The Company recorded compensation expense and a corresponding liability of $ 90.5 million in 2020 related to the award.

Prior to and contingent on the close of the Business Combination, the Company modified this award to be settled in 9,050,000 RSUs that were immediately vested but would be settled in Class A Shares in future years.

The modification did not result in any incremental compensation expense, as the value immediately prior to modification was greater than the value immediately following the modification.

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

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

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

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

The grant date fair value of RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and as applicable a discount ranging from 6.0 % - 11.5 % during 2024, 6.0 % - 8.5 % during 2023 and 13 % - 14 % during 2022 for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $ 20.85 , $ 12.01 and $ 10.43 , respectively.

The aggregate fair value of RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $ 72.5 million, $ 44.5 million and $ 4.0 million, respectively, which amounts are inclusive of RSUs that vested and have not yet been settled in Class A Shares.

The equity-based compensation expense related to RSUs during the years ended December 31, 2024, 2023 and 2022 was $ 79.0 million, $ 52.9 million and $ 35.2 million, respectively.

As of December 31, 2024, unamortized expense related to RSUs was $ 321.3 million, with a weighted-average amortization period of 3.1 years.

Atalaya Earnouts

As discussed in Note 3, approximately 80 % of the Atalaya Earnouts will be paid in Common Units and corresponding Class C Shares to sellers subject to ongoing employment arrangements with the Company.

This portion of the Atalaya Earnouts has been classified as equity-based compensation.

Upon an Atalaya Triggering Event, any issued Common Units and Class C Shares are fully vested (i.e., no substantive vesting period following the grant date).

Accordingly, the Company has begun accruing compensation expense over the service period preceding the grant date, based on the fair value of the award at the end of the reporting period, and will remeasure until the grant date.

As of December 31, 2024, the estimated fair value of these awards was $ 191.3 million, including a 15.6 % discount for lack of marketability due to a two-year post-vesting transfer restriction.

As of December 31, 2024, unamortized expense related to these awards was $ 177.6 million, with a weighted-average amortization period of 3.2 years.

Oak Street Earnout Units

1 unchanged sentence

annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2.0 years.

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

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

6 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

December 31, 2023

INVESTMENTS AND FAIR VALUE DISCLOSURES

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

(dollars in thousands) December 31,

2023 December 31,

Loans, at amortized cost (includes $ 207,500 and $ 252,225 of investments in the Company’s products, respectively)

$ 214,170 $ 254,152

Equity investments in the Company's products, equity method 51,316 46,157

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

76,258 14,079

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

Total $ 344,265 $ 317,231