BLUE OWL CAPITAL INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our Financial Statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our Financial Statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement of our Financial Statements would be prevented or detected. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2024. The Company's independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of the Company's internal control over financial reporting, which is included in the opinion starting on page F-2 of this report. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Rule 10b5-1 Trading Plans During the fiscal quarter ended December 31, 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.” 92 Table of Contents 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 93 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024. Item 11. Executive Compensation. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024. Item 14. Principal Accountant Fees and Services. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024. 94 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. 1. The financial statements included in this report are listed on page F-1 . 2. Financial statement schedules: None. 3. Exhibits included or incorporated by reference herein: See Exhibit Index on the following page. Item 16. Form 10-K Summary. None. 95 Table of Contents Exhibit Index Exhibit Number Description 3.1 Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 3.2 Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 10-Q filed on May 5, 2022) 3.3 * Form of Amended and Restated Certificate of Incorporation of Blue Owl Capital Inc. 3. 4 Amended and Restated Bylaws of Blue Owl Capital Inc. (incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on November 9, 2021) 4.1 * Description of Securities 4. 2 Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021) 4. 3 First Supplemental Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021) 4. 4 Form of 3.125% Senior Note due 2031 (incorporated by reference to the form included within Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021) 4. 5 Second Supplemental Indenture dated as of October 7, 2021 among Blue Owl Finance LLC, as issuer, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Owl Rock Capital Group LLC, Dyal Capital Holdings LLC, Owl Rock Capital GP Holdings LP and Dyal GP Holdings LLC, as guarantors, Blue Owl Capital Inc. solely for purposes of Section 6.3 and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 7, 2021) 4. 6 Form of 4.125% Senior Note due 2051 (incorporated by reference to the form included within Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 7, 2021) 4. 7 Third Supplemental Indenture dated as of February 15, 2022 among Blue Owl Finance LLC, as issuer, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Owl Rock Capital Group LLC, Dyal Capital Holdings (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on February 15, 2022) 4. 8 Form of 4.375% Senior Note due 2032 (incorporated by reference to the form included within Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on February 15, 2022) 4. 9 Fourth Supplemental Indenture dated as of May 26, 2023 among Blue Owl Finance LLC, as issuer, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Owl Rock Capital Group LLC, Dyal Capital Holdings LLC, Owl Rock Capital GP Holdings LP and Dyal GP Holdings LLC, as guarantors, Blue Owl Capital Inc. solely, (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on August 8, 2022) 4.10 Form of 7.397% Senior Note due 2028 (incorporated by reference included within Exhibit 4.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on August 8, 2022) 4.11 Fifth Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024) 4.12 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) 4.13 Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024) 4.14 First Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024) 4.15 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) 4.16 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) 96 Table of Contents Exhibit Number Description 10.1 Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc. Annual Report on Form 10-K filed on February 27, 2023) 10.2 Amended & Restated Investor Rights Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on August 8, 2023) 10.3 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) 10.4 Amended and Restated Limited Liability Company Agreement of Blue Owl Capital GP LLC (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10. 5 Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10. 6 Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10. 7 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) 10.8 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) 10.9 + Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K/A filed on June 20, 2024) 10.10 + Form of Incentive Unit Grant Agreement (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10.11 + Form of RSU Award Agreement for Directors (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10.12 + Form of RSU Award Agreement for Employees (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 25, 2021) 10.13 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 (incorporated by reference to Exhibit 10.14 of Blue Owl Capital Inc. Annual Report on Form 10-K filed on February 23, 2024) 10.1 4 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10.15 + Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc. (f/k/a Altimar Acquisition Corporation and Doug Ostrover (incorporated by reference to Exhibit 10.4 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020) 10.16 + Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc. (f/k/a Altimar Acquisition Corporation and Marc Lipschultz (incorporated by reference to Exhibit 10.5 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020) 10.17 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Koch Financial Assets III, LLC (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.18 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Koch Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.19 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.20 Investor Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Douglas Ostrover, Marc Lipschultz, Michael Rees and Marc Zahr (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 97 Table of Contents Exhibit Number Description 10.21 Amended and Restated Credit Agreement, dated as of June 15, 2022, by and among Blue Owl Finance LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.(incorporated by reference to Exhibit 1.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 15, 2022) 10.22 First Amendment to the Amended and Restated Credit Agreement, dated as of June 29, 2023, by and among Blue Owl Finance LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd. (incorporated by reference to Exhibit 1.1. of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 29, 2023) 10.23 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) 10.24 Registration Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Marc Zahr and Augustus, LLC (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 10.25 + Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Inc. and Marc Zahr (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 10.26 + First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc. (f/k/a Altimar Acquisition Corporation) and Douglas I. Ostrover (incorporated by reference to Exhibit 10.22 of Blue Owl Capital Inc. Annual Report on Form 10-K, filed on February 28, 2022) 10.27 + First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc. (f/k/a Altimar Acquisition Corporation) and Marc S. Lipschultz (incorporated by reference to Exhibit 10.23 of Blue Owl Capital Inc. Annual Report on Form 10-K, filed on February 28, 2022) 10.28 + First Amendment to Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Holdings, LLC and Marc Zahr (incorporated by reference to Exhibit 10.24 of Blue Owl Capital Inc. Annual Report on Form 10-K, filed on February 28, 2022) 10.29 +† Amended and Restated Employment and Restrictive Covenant Agreement, dated as of August 7, 2023, by and between Blue Owl Capital Inc. and Michael D. Rees (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on August 8, 2023) 10.30 +† Principals Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc. and each of Douglas Ostrover, Marc Lipschultz, Craig Packer, Alan Kirshenbaum, Marc Zahr, Michael Rees, Sean Ward, and Andrew Laurino (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on August 8, 2023) 10.31 Registration Rights Agreement, dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the initial purchasers and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024) 10.32 Registration Rights Agreement, dated as of June 6, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 6, 2024) 10.33 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 (incorporated by reference to Exhibit 10.36 of Blue Owl Capital Inc. Annual Report on Form 10-K filed on February 23, 2024) 19.1 * Insider Trading Policy of Blue Owl Capital Inc. 21.1 * Subsidiaries of the Registrant. 23.1 * Consent of KPMG LLP 31.1 * Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.3 * Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 98 Table of Contents Exhibit Number Description 32.1 ** Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ** Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3 ** Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Clawback Policy of Blue Owl Capital Inc., adopted on October 26, 2023 (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 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 ** Furnished herewith. This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings 99 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 21, 2025 Blue Owl Capital Inc. By: /s/ Alan Kirshenbaum Alan Kirshenbaum Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Douglas I. Ostrover Co-Chief Executive Officer and Director February 21, 2025 Douglas I. Ostrover (Principal Executive Officer) /s/ Marc S. Lipschultz Co-Chief Executive Officer and Director February 21, 2025 Marc S. Lipschultz (Principal Executive Officer) /s/ Craig W. Packer Co-President and Director February 21, 2025 Craig W. Packer /s/ Michael Rees Co-President and Director February 21, 2025 Michael Rees /s/ Marc Zahr Co-President and Director February 21, 2025 Marc Zahr /s/ Alan Kirshenbaum Chief Financial Officer February 21, 2025 Alan Kirshenbaum (Principal Financial Officer and Principal Accounting Officer) /s/ Claudia Holz Director February 21, 2025 Claudia Holz /s/ Andrew S. Komaroff Director February 21, 2025 Andrew S. Komaroff /s/ Stacy Polley Director February 21, 2025 Stacy Polley /s/ Sean Ward Senior Managing Director and Director February 21, 2025 Sean Ward /s/ Dana Weeks Director February 21, 2025 Dana Weeks 100 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Consolidated Statements of Financial Condition as of December 31, 2024 and December 31, 2023 F- 5 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 F- 9 Notes to Consolidated Financial Statements F- 10 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Blue Owl Capital Inc.: Opinions on the Consolidated 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. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of 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. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. F-2 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit 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 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. Management of the Company is required to make significant estimates and assumptions when evaluating finite-lived intangible assets for impairment. Management generally performs a qualitative review of factors including revenue growth projections, which are generally based on the amount of the fee-paying assets under management, and general economic conditions, that require judgement in deciding whether a quantitative analysis should be undertaken. We identified the assessment of the recoverability of finite-lived intangible assets as a critical audit matter. Specifically, a higher degree of auditor judgment was required in evaluating the Company’s identification of whether a triggering event has occurred and whether there is an indication the carrying value of the intangible assets may not be recoverable. Changes in the assumptions related to revenue growth projections and general economic conditions could have a significant effect on the Company’s assessment of recoverability. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the finite-lived intangible asset impairment assessment process, including controls related to the identification of triggering events and over the Company’s growth projections for revenue. • We inspected management’s comparison of the initial revenue projections by year at the time of the business acquisition to current year revenue projections by year. • We evaluated the reasonableness of the revenue growth projections of the Company by comparing the projections to historical projections and actual results as well as to stated Company growth plans by strategy. • We evaluated the reasonableness of management’s identification of triggering events and growth projections in revenue through inquiries with management on the effects of general macroeconomic and industry conditions considered in forming the projections, reading meeting minutes, inspecting other internal documentation such as board materials and fund products’ legal agreements, and inspecting correspondence with the product teams of each revenue division. 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 F-3 Table of Contents 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. /s/ KPMG LLP We have served as the Company’s auditor since 2016. New York, New York February 21, 2025 F-4 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Financial Condition (Dollars in Thousands, Except Per Share Data) December 31, 2024 December 31, 2023 Assets Cash and cash equivalents $ 152,089 $ 104,160 Due from related parties 548,730 367,136 Investments (includes $ 369,294 and $ 78,779 at fair value and $ 213,684 and $ 337,595 of investments in the Company’s products, respectively) 486,945 344,265 Operating lease assets 325,090 281,669 Strategic Revenue-Share Purchase consideration, net 373,528 417,081 Deferred tax assets 1,245,123 781,694 Intangible assets, net 2,902,752 2,110,008 Goodwill 4,699,465 4,224,153 Other assets, net 258,748 187,455 Total Assets $ 10,992,470 $ 8,817,621 Liabilities Debt obligations, net $ 2,588,496 $ 1,681,241 Accrued compensation 424,024 370,726 Operating lease liabilities 390,353 319,532 TRA liability (includes $ 108,257 and $ 116,398 at fair value, respectively) 1,412,300 879,509 Warrant liability, at fair value — 22,600 Earnout liability, at fair value 168,441 92,909 Deferred tax liabilities 36,867 34,419 Accounts payable, accrued expenses and other liabilities 165,953 138,754 Total Liabilities 5,186,434 3,539,690 Commitments and Contingencies (Note 8) Stockholders’ Equity Class A Shares, par value $ 0.0001 per share, 2,500,000,000 authorized, 608,346,194 and 464,425,386 issued and outstanding, respectively 61 46 Class C Shares, par value $ 0.0001 per share, 1,500,000,000 authorized, 579,980,769 and 632,486,822 issued and outstanding, respectively 58 63 Class D Shares, par value $ 0.0001 per share, 350,000,000 authorized, 310,415,409 and 317,089,623 issued and outstanding, respectively 31 32 Additional paid-in capital 3,269,239 2,410,982 Accumulated deficit ( 1,141,631 ) ( 882,884 ) Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. 2,127,758 1,528,239 Stockholders’ equity attributable to noncontrolling interests 3,678,278 3,749,692 Total Stockholders’ Equity 5,806,036 5,277,931 Total Liabilities and Stockholders’ Equity $ 10,992,470 $ 8,817,621 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Operations (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2024 2023 2022 Revenues Management fees, net (includes Part I Fees of $ 527,859 , 387,346 and 233,993 , respectively) $ 1,994,064 $ 1,527,241 $ 1,211,606 Administrative, transaction and other fees 294,267 200,746 145,895 Performance revenues 7,096 3,621 12,221 Total Revenues, Net 2,295,427 1,731,608 1,369,722 Expenses Compensation and benefits 1,017,483 870,642 894,686 Amortization of intangible assets 258,256 300,341 256,909 General, administrative and other expenses 412,931 242,809 220,610 Total Expenses 1,688,670 1,413,792 1,372,205 Other Loss Net gains (losses) on investments 1,713 4,203 ( 132 ) Interest and dividend income 42,172 22,176 4,357 Interest expense ( 121,894 ) ( 75,696 ) ( 60,068 ) Change in TRA liability 7,080 ( 1,656 ) ( 11,435 ) Change in warrant liability ( 38,300 ) ( 14,050 ) 34,634 Change in earnout liability ( 28,300 ) ( 6,409 ) ( 14,488 ) Total Other Loss ( 137,529 ) ( 71,432 ) ( 47,132 ) Income (Loss) Before Income Taxes 469,228 246,384 ( 49,615 ) 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. $ 109,584 $ 54,343 $ ( 9,289 ) Earnings (Loss) per Class A Share Basic $ 0.20 $ 0.12 $ ( 0.02 ) Diluted $ 0.20 $ 0.10 $ ( 0.02 ) Weighted-Average Class A Shares Basic (1) 549,005,214 463,233,832 433,431,256 Diluted 558,426,153 478,008,915 433,431,256 (1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares. These RSUs do not participate in dividends until settled in Class A Shares. See Note 12. The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Changes in Stockholders’ Equity (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2024 2023 2022 Class A Shares Par Value Beginning balance $ 46 $ 45 $ 40 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 Ending Balance $ 61 $ 46 $ 45 Class C Shares Par Value Beginning balance $ 63 $ 63 $ 67 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 — Ending Balance $ 58 $ 63 $ 63 Class D Shares Par Value Beginning balance $ 32 $ 32 $ 32 Class D Shares and Common Units exchanged for Class A Shares ( 1 ) — — Ending Balance $ 31 $ 32 $ 32 Additional Paid-in Capital Beginning balance $ 2,410,982 $ 2,293,903 $ 2,160,934 Offering costs related to shares issued in connection with acquisitions ( 273 ) — — Equity classified contingent consideration in connection with Wellfleet Acquisition — ( 969 ) 969 Deferred taxes on capital transactions 491,671 36,133 104,858 TRA liability on capital transactions ( 568,036 ) ( 56,892 ) ( 138,851 ) Exercise of warrants 60,900 — 25,765 Equity-based compensation 27,318 16,422 11,820 Withholding taxes on vested RSUs ( 13,097 ) ( 5,074 ) ( 773 ) Class A Share repurchases — — ( 78,789 ) Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 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 Accumulated Deficit Beginning balance $ ( 882,884 ) $ ( 689,345 ) $ ( 497,506 ) Cash dividends declared on Class A Shares ( 368,331 ) ( 247,882 ) ( 182,550 ) Comprehensive income (loss) 109,584 54,343 ( 9,289 ) Ending Balance $ ( 1,141,631 ) $ ( 882,884 ) $ ( 689,345 ) Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. $ 2,127,758 $ 1,528,239 $ 1,604,698 F-7 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Changes in Stockholders’ Equity (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2024 2023 2022 Stockholders’ Equity Attributable to Noncontrolling Interests Beginning balance $ 3,749,692 $ 3,944,188 $ 4,184,003 Equity-based compensation 263,327 273,521 393,191 Contributions 35,737 49,627 32,721 Distributions ( 735,413 ) ( 546,242 ) ( 425,164 ) Withholding taxes on vested RSUs ( 25,751 ) ( 10,376 ) ( 1,647 ) 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 ) Ending Balance $ 3,678,278 $ 3,749,692 $ 3,944,188 Total Stockholders’ Equity $ 5,806,036 $ 5,277,931 $ 5,548,886 Cash Dividends Paid per Class A Share $ 0.68 $ 0.55 $ 0.43 Number of Class A Shares Beginning balance 464,425,386 445,131,351 404,919,411 Class A Share repurchases — — ( 7,637,877 ) Shares delivered on vested RSUs 2,725,075 1,310,137 329,768 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 Ending Balance 608,346,194 464,425,386 445,131,351 Number of Class C Shares Beginning balance 632,486,822 629,402,505 674,766,200 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 ) Shares delivered on vested Common Units 14,903,886 5,988,546 — Class D Shares exchanged for Class C Shares 1,730,000 2,042,504 — Settlement of Oak Street Earnout Units 13,037,165 13,037,165 — Ending Balance 579,980,769 632,486,822 629,402,505 Number of Class D Shares 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 ) — Ending Balance 310,415,409 317,089,623 319,132,127 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents Blue Owl Capital Inc. Consolidated Statements of Cash Flows (Dollars in Thousands) Year Ended December 31, 2024 2023 2022 Cash Flows 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 Equity-based compensation 312,609 312,564 420,832 Depreciation and amortization of fixed assets 16,660 10,226 2,304 Amortization of debt discounts and deferred financing costs 7,208 4,987 4,381 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 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 Change in warrant liability 38,300 14,050 ( 34,634 ) Change in earnout liability 28,300 6,409 14,488 Deferred income taxes 26,756 4,204 ( 23,947 ) Changes in operating assets and liabilities: Due from related parties ( 175,079 ) ( 8,747 ) ( 128,034 ) Strategic Revenue-Share Purchase consideration 43,553 40,858 37,383 Other assets, net ( 14,102 ) ( 15,491 ) ( 1,779 ) Accrued compensation 30,575 41,349 138,217 Accounts payable, accrued expenses and other liabilities 10,080 4,679 58,006 Net Cash Provided by Operating Activities 999,555 949,145 728,447 Cash Flows from Investing Activities Purchases of fixed assets ( 64,187 ) ( 67,905 ) ( 65,539 ) Purchases of investments ( 378,396 ) ( 85,942 ) ( 309,103 ) Proceeds from investment sales and maturities 249,648 62,081 3,878 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 ) Cash Flows from Financing Activities Offering costs related to the Acquisitions ( 273 ) — — Proceeds from debt obligations 2,170,000 1,054,800 775,060 Debt issuance costs ( 25,366 ) ( 6,254 ) ( 8,487 ) Repayments of debt obligations, including retirement costs ( 1,245,000 ) ( 1,000,000 ) ( 323,000 ) Payment of earnout liability, up to acquisition-date fair value ( 79,981 ) ( 79,134 ) — Equity-classified awards settled in cash — ( 3,186 ) — Payments under the TRA ( 28,166 ) — — Withholding taxes on vested RSUs ( 38,848 ) ( 15,450 ) ( 2,420 ) Dividends paid on Class A Shares ( 368,331 ) ( 247,882 ) ( 182,550 ) Proceeds from exercise of warrants — — 151 Class A Share repurchases — — ( 78,789 ) Contributions from noncontrolling interests 37,897 48,315 27,482 Distributions to noncontrolling interests ( 735,413 ) ( 546,242 ) ( 425,164 ) 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 Cash and cash equivalents, beginning of period 104,160 68,079 42,567 Cash and Cash Equivalents, End of Period $ 152,089 $ 104,160 $ 68,079 Supplemental Information Cash paid for interest $ 101,185 $ 71,593 $ 47,726 Cash paid for income taxes $ 22,136 $ 14,249 $ 4,784 The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 1. ORGANIZATION Blue Owl Capital Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager. Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real 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, 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 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 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 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, a CLO manager (the “Par Four Acquisition”). CHI Acquisition On December 1, 2023, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Cowen Healthcare Investments, a life sciences investment manager (the “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”). F-10 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 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 The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of December 31, 2024: December 31, 2024 Class A Shares 608,346,194 Class C Shares 579,980,769 Class D Shares 310,415,409 RSUs 35,258,030 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, 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, 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. Class C stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units). For every Common Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant. The Class C Shares are Low-Vote Shares as described above. Class D Shares —Shares of Class D common stock that are not publicly traded. Class D stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units). For every Common Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant. The Class D Shares are High-Vote Shares as described above. RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members. An RSU entitles the holder to receive a Class A Share, or cash equal to the fair value of a Class A Share at the election of the Board, upon completion of a requisite service period. RSUs granted to date do not accrue dividend equivalents. No RSUs were issued prior to the Business Combination. RSU grants are accounted for as equity-based compensation. See Note 10 for additional information. 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. F-11 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Blue Owl Operating Partnerships’ Capital Structure The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of December 31, 2024, which interests are collectively referred to as “Blue Owl Operating Group Units”: Units December 31, 2024 GP Units 608,346,194 Common Units 890,396,178 Incentive Units 29,756,740 GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships. The GP Units are general partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group. For each Class A Share and Class B Share outstanding, the Registrant indirectly holds an equal number of GP Units. References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships. References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of the Acquisitions and Common Units exchanged for Class A Shares. Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships. Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if held by a non-Principal) or Class B Shares (if held by a Principal). Common Unit exchanges may be settled in cash at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering. References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant. Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled. Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units. Incentive Units —Incentive Units are Class P limited partner interests in the Blue Owl Operating Partnerships granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions, as further discussed in Note 10 to the Financial Statements. Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees. A vested Incentive Unit may convert into a Common Unit upon becoming economically equivalent on a tax basis to a Common Unit. Once vested, Incentive Unitholders are entitled to distributions in the same amount per unit as declared on GP Units and Common Units. Unvested Incentive Unitholders generally are not entitled to distributions; however, consistent with other Blue Owl Operating Group Units, unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities. As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities. Share Repurchases and RSUs Withheld for Tax Withholding On May 4, 2022, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares. Under the repurchase program (the “Program”), repurchases 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. F-12 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Pursuant to the terms of the Company’s RSU awards, upon the vesting of RSUs to employees, the Company net settles awards to satisfy employee tax withholding obligations. In such instances, the Company cancels a number of RSUs equivalent in value to the amount of tax withholding payments that the Company is making on behalf of employees out of available cash. The following table presents RSUs withheld to satisfy tax withholding obligations during each of the indicated periods: 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 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. 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 tax receivable agreement (“TRA”) liability in connection with the exchanges. See the consolidated statements of changes in stockholders’ equity for these amounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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. The notes are an integral part of the Company’s Financial Statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s Financial Statements have been included and are of a normal and recurring nature. The Company’s comprehensive income (loss) is comprised solely of consolidated net income (loss) (i.e., the Company has no other comprehensive income). 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. F-13 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the Financial Statements. The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period; (ii) the fair value of the preferred equity investment and equity-based compensation grants; (iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration) and earnout liabilities; (iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets; (v) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation; and (vi) the qualitative and quantitative assessments of whether impairments of intangible assets and goodwill exist. Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are assumptions about the Company’s strategic plans with regard to its operations. While management believes that the estimates utilized in preparing the Financial Statements are reasonable and prudent, actual results could differ materially from those estimates. Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest based on the application of either the variable interest model or the voting interest model. An entity is considered to be a variable interest entity (“VIE”) if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company is required to consolidate any VIEs for which it is the primary beneficiary. The Company is the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company does not consolidate any of the products it manages, as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses or right to receive benefits that are more than insignificant to such entities. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered to be variable interests. The Company factors in all economic interests, including proportionate interests held through related parties, to determine if fees are variable interests. The Company’s interests in the products it manages are primarily in the form of management fees, performance revenues, and insignificant direct or indirect equity interests, and therefore does not have variable interests in such entities. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively; however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment, including: (1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary. F-14 Table of Contents 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. The Company consolidates VOEs where the Company controls a majority voting interest. The Company will generally not consolidate VOEs where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights. Acquisitions 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. The excess of purchase price consideration over the fair value of net assets acquired is recorded as goodwill. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involve a significant degree of judgment. Cash and Cash Equivalents The Company considers highly-rated liquid investments that have an original maturity of three months or less from the date of purchase to be cash equivalents. The Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration. Investments Certain equity investments in the Company’s products are accounted for using the equity-method of accounting, whereby the Company recognizes its share of income in current-period earnings. Distributions, when received on these investments, generally reduce the carrying value of such investments. Investments in loans are accounted for at amortized cost, net of an allowance for current expected credit losses. The estimate of expected credit losses considers current conditions and reasonable and supportable forecasts. As of December 31, 2024, and December 31, 2023, the estimates of current expected credit losses were not material. For certain debt and equity investments in the Company’s products, the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings. Such elections are irrevocable and are applied on an investment-by-investment basis at initial recognition. 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. Leases The Company determines if an arrangement is a lease at inception. Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The present value of lease payments includes expected tenant improvement allowances. The Company does not recognize right-of-use lease assets and lease liabilities for leases with an initial term of one year or less. Right-of-use assets and liabilities related to operating leases are included within operating lease assets and operating lease liabilities, respectively, in the Company’s consolidated statements of financial condition. F-15 Table of Contents 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. The determination of an appropriate incremental borrowing rate requires judgment. The Company determines its incremental borrowing rate based on data for instruments with similar characteristics, including recently issued debt, and makes adjustments for duration and collateralization features, as well as other factors. Lease terms include options to extend or terminate when it is reasonably certain that the Company will exercise that option. In addition, the Company separates lease and non-lease components embedded within lease agreements. Lease expense for operating lease payments is recognized on a straight-line basis, which consists of amortization of right-of-use assets and interest accretion on lease liabilities, over the lease term and included within general, administrative and other expenses in the consolidated statements of operations. The Company does not have any material finance leases. See Note 5 for additional information. Strategic Revenue-Share Purchase Consideration On September 20, 2021, the Company entered into certain Agreements of Purchase and Sale (the “Strategic Revenue-Share Purchase”), whereby certain fund investors relinquished their rights to receive management fee shares with respect to certain existing and future GP Strategic Capital products. In exchange for the foregoing, the Company issued 29,701,013 Class A Shares with a fair value of $ 455.0 million and paid cash of $ 50.2 million (net of previously accrued management fee shares payable and other receivable) to such fund investors. The Company determined that it was not receiving a distinct good or service from the customers as a result of the Strategic Revenue-Share Purchase, and therefore determined that the consideration paid to the customers represents a reduction of the transaction price (i.e., a reduction to revenue). Accordingly, the total consideration paid was recorded within Strategic Revenue-Share Purchase consideration in the Company’s consolidated 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. Intangible Assets, Net and Goodwill The Company recognized finite-lived intangible assets and goodwill as a result of the Acquisitions. The Company’s finite-lived intangible assets consist of contractual rights to earn future management fees from the acquired investment management agreements and value associated with the acquired client relationships and trademarks. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. See Note 3 for additional information. The Company uses its best estimates and assumptions to accurately assign fair value to identifiable intangible assets acquired at the acquisition date and the useful lives of those acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, expected useful life and discount rates. The Company’s estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates the Company uses to manage the underlying assets acquired. The Company estimates the useful lives of the intangible assets based on the expected period over which the Company anticipates generating economic benefit from the asset. The Company bases its estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. The Company tests finite-lived intangible assets for impairment by performing a qualitative review of factors including growth projections for fee-paying assets under management, revenue, and general economic conditions, that require judgement in deciding whether there is an indication that the carrying amount of intangible assets may not be recoverable. If an indication exists a quantitative analysis would be undertaken. If an impairment exists, the Company adjusts the carrying value to equal the fair value by taking a charge through earnings. No impairments have been recognized to date on the Company’s acquired intangible assets. F-16 Table of Contents 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. The Company tests goodwill annually for impairment. If, after assessing qualitative factors such as management fees, FPAUM and other general economic conditions, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists. If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings. The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount. No impairments have been recognized to date on the Company’s goodwill. 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 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. 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 statements of operations. The estimated useful life for leasehold improvements is the lesser of the remaining lease term or the life of the asset, while other fixed assets are generally depreciated over a period of three years to seven years . The Company tests fixed assets for impairment if events or circumstances change indicating that the carrying amount of a fixed asset may not be recoverable. Debt Obligations, Net The Company’s debt obligations, other than revolving credit facilities, are recorded at amortized cost, net of any debt issuance costs, discounts and premiums. Debt issuance costs are deferred and along with discounts and premiums are amortized to interest expense in the consolidated 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 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 loss in the consolidated statements of operations. The remaining portion of the TRA is carried at a value equal to the expected future payments due under the TRA. The Company recorded its initial estimate of future payments under the TRA portion that is not related to the Dyal Acquisition, including as a result of exchanges of Common Units for Class A or B Shares, as a decrease to additional paid-in capital in the consolidated 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 statements of operations. See Note 11 for additional information. Warrant Liability, at Fair Value 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. F-17 Table of Contents 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. Such an event would not constitute a change in control because the Class A Shares do not represent a majority of the Registrant’s voting shares. Accordingly, the Public Warrants were also precluded from being classified within equity and were accounted for as derivative liabilities. This provision also applied to the Private Placement Warrants. Earnout Liability, at Fair Value 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. 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. 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. 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). Provisional allocations to these interests would be subject to reversal in the event the unvested Incentive Units are forfeited . Revenue Recognition Revenues consist of management fees; administrative, transaction and other fees; and performance revenues. The Company recognizes revenues when such amounts are probable that a significant reversal would not occur. The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (i.e., the transaction price). Under this method, revenue is based on a contract with a determinable transaction price and distinct performance obligations with probable collectability. Revenues cannot be recognized until the performance obligations are satisfied and control is transferred to the customer. In the event that payments made to the Company’s customers or customers-of-customers, such as certain revenue sharing arrangements, are generally viewed as a reduction of the transaction price and therefore reduce management fees from such customers. See Note 9 for additional information. Management Fees, Net Management fees are recognized over the period in which the investment management services are performed because customers simultaneously consume and receive benefits continuously over time. Payment terms and fee rates of management fees vary by product but are generally collected on a quarterly basis and are not subject to clawback. Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash or net asset value. For certain BDCs, the management fee base may also include uncalled capital commitments. For the Company’s other Credit products, management fees are typically based on gross or net asset value or investment cost, and also may include uncalled capital. F-18 Table of Contents 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 statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter. Management fees for the Company’s CLOs are generally based on the outstanding par value of the underlying collateral and recognized over time as the services are rendered. Management fees for the Company’s GP minority stakes strategy are generally based on a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments. For the other GP Strategic Capital strategies, management fees are generally determined based on a percentage of investment cost. Management fees for the Company’s net lease strategy are generally based on either a percentage of capital committed and/or called during the investment period, and thereafter generally based on the cost of unrealized investments, or net asset value. Management fees, including Part I Fees, are generally cash settled every quarter and not subject to repayment, and therefore uncertainty underlying these fees are resolved each quarter. As such, on a quarterly basis, a subsequent significant reversal in relation to the cumulative revenue recognized is not probable for the quarter in arrears. As discussed above, amortization of the Strategic Revenue-Share Purchase consideration is recorded as a reduction of management fees, net in the Company’s consolidated statements of operations. Administrative, Transaction and Other Fees Administrative, transaction and other fees primarily include fee income, administrative fees and dealer manager revenue. Fee income is earned for services provided to portfolio companies, which may include arrangement, syndication, origination, structuring analysis, capital structure and business plan advice and other services. The fees are generally recognized as income at the point in time when the services rendered are completed, as there is no ongoing performance requirement. 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 statements of operations. Dealer manager revenue consists of commissions earned for providing distribution services to certain products. Dealer manager revenue is recorded on an accrual basis at the point in time when the services are completed, as there is no ongoing performance requirement. A portion of dealer manager revenues represent commissions that are reallowed to third party broker-dealers. The Company reports these reallowed commission payments to third parties within general, administrative and other expenses (i.e., on a gross basis) in the consolidated statements of operations. Performance Revenues The Company is entitled to receive certain performance revenues in the form of performance fees and carried interest from the products that it manages. Performance revenues are based on the product investment performance generated over time, subject to the achievement of minimum return levels in certain products. Performance revenues from the Company’s BDCs and certain other products are realized at the end of a measurement period, typically quarterly or annually. Once realized, such performance revenues are no longer subject to reversal. F-19 Table of Contents 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. Generally, carried interest is earned after a return of all contributions and may be subject to a preferred return to investors; however, the Company is able to catch-up amounts subject to the preferred return in certain cases. Substantially all of the carried interest generated by the Company’s products is allocable to investors, including certain related parties, in vehicles in which the Company does not have a controlling financial interest, and therefore is not included in the Company’s Financial Statements. Compensation and Benefits Cash-Based Compensation Compensation and benefits consist of salaries, bonuses, commissions, long-term deferral programs, benefits and payroll taxes. Compensation is accrued over the related service period. Equity-Based Compensation Equity-based compensation awards are reviewed to determine whether such awards are equity-classified or liability-classified. Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period. When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each balance sheet date through the settlement date to the then current fair value of such award. The Company accounts for forfeitures on equity-based compensation arrangements as they occur. The Company recognizes deferred income tax benefits throughout the service period, based on the grant date fair value. Any tax deduction shortfall or windfall due to the difference between grant date fair value and the ultimate deduction taken for tax purposes is recognized at the time of settlement. Expenses related to equity-based grants to employees are included within compensation and benefits in the consolidated statements of operations. See Note 10 for additional information. Foreign Currency The functional currency of the Company’s foreign consolidated subsidiaries is the U.S. dollar, as their operations are considered extensions of U.S. parent operations. Monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars at the closing rates of exchange on the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the historical exchange rate. The profit or loss arising from foreign currency transactions are remeasured using the rate in effect on the date of any relevant transaction. Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within general, administrative and other expenses. Income Taxes Substantially all of the earnings of the Blue Owl Operating Group are subject to New York City unincorporated business tax (“UBT”) and additionally, the portion of earnings allocable to the Registrant is subject to corporate tax rates at the U.S. federal and state and local levels. The Company is also subject to income tax in certain foreign jurisdictions in which it conducts business. Deferred income tax assets and liabilities resulting from temporary differences between the GAAP and tax bases of assets and liabilities are measured at the balance sheet date using enacted income tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The Company offsets deferred income tax assets and liabilities for presentation in its consolidated statements of financial condition when such assets and liabilities are within the same taxpayer and related to the same taxing jurisdiction. F-20 Table of Contents 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. A valuation allowance is established when management determines, based on available information, that it is more-likely-than-not that deferred income tax assets will not be realized. Significant judgment is required in determining whether a valuation allowance should be established, as well as the amount of such valuation allowance. The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. The Company accrues any interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated statements of operations. See Note 11 for additional information. 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: 1. Compensation and benefits: This line item encompasses all employee-related costs, including salaries, bonuses, and benefits. 2. General, administrative and other expenses: This category includes costs related to office operations, professional services, and other administrative expenses. 3. Interest expense: This line item reflects the cost of servicing our debt obligations. F-21 Table of Contents Blue Owl Capital Inc. 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 Method of Adoption Impact on Financial Statements ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The guidance requires incremental disclosures related to a public entity’s reportable segment disclosure requirements. The amendments are as follows: • Introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”). • Extend certain annual disclosures to interim periods. • Clarify single reportable segment entities must apply ASC 280 in its entirety. • Require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. • Permit more than one measure of segment profit or loss to be reported under certain conditions. The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company 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): Improvements to Income Tax Disclosures The ASU enhances income tax disclosures for public business entities by requiring entities to disclose: • A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e. expected) tax further broken out by nature and/or jurisdiction. • Income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, and amounts paid to individual jurisdictions when 5% or more of the total income taxes are paid. The ASU also includes other amendments, such as replacing the term ‘public entity’ with ‘public business entity’ and the removal of certain disclosures. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company plans to adopt the ASU beginning with the 2025 Form 10-K. The guidance will result in enhanced disclosures that will improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction. 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. F-22 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 3. ACQUISITIONS AND INTANGIBLE ASSETS, NET Wellfleet Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Wellfleet Acquisition: (dollars in thousands) Consideration Cash consideration (1) $ 113,272 Earnout consideration (2) 14,751 Total Consideration $ 128,023 Net Identifiable Assets Acquired and Goodwill Assets acquired: Intangible assets: Investment management agreements $ 39,120 Investor relationships 10,700 Trademarks 1,100 Total intangible assets 50,920 Due from related parties 5,272 Net Identifiable Assets Acquired $ 56,192 Goodwill (3) $ 71,831 (1) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses. (2) Represents the fair value of the portion of the Wellfleet Earnouts determined to be contingent consideration, as further discussed below. See Note 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. Approximately $ 111.5 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 4.7 years, 8.5 years and 7.0 years, respectively. Wellfleet’s results are included in the Company’s consolidated results starting from the date the acquisition closed, April 1, 2022. For the year ended December 31, 2022, the Company’s consolidated results included $ 19.4 million of GAAP revenues related to the acquired business. Given the Company operates through one operating and reportable segment, the impact of the Wellfleet Acquisition to GAAP consolidated net income is not tracked on a standalone basis. The Company incurred $ 3.7 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated 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 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 comprised of $ 5.0 million in cash and 313,556 shares settled in cash during the second quarter of 2023. 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. F-23 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 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 Cash Consideration $ 26,245 Net Identifiable Assets Acquired and Goodwill Assets acquired: Intangible assets - Investment management agreements $ 6,000 Due from related parties 468 Net Identifiable Assets Acquired $ 6,468 Goodwill (1) $ 19,777 (1) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. The goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. The acquired investment management agreements had a weighted-average amortization period of 4.9 years from the date of acquisition. Par Four’s results included in the Company’s consolidated results starting from the date the acquisition closed, August 15, 2023, and such amounts are not material to the Financial Statements. F-24 Table of Contents 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: Investment management agreements 5,200 Investor relationships 800 Other assets, net 1,791 Total assets acquired 7,811 Liabilities assumed: Accrued expenses 300 Deferred revenue 1,491 Total liabilities assumed 1,791 Net Identifiable Assets Acquired $ 6,020 Bargain Purchase Gain $ ( 6,000 ) The acquired investment management agreements and investor relationships had weighted amortization periods from the date of acquisition of 3.2 years and 0.7 years, respectively. The bargain purchase gain, which resulted primarily from the fair value of the identifiable intangible assets that we acquired exceeding the purchase consideration, is included within net gains (losses) on investments on the Company’s consolidated statements of operations. CHI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, December 1, 2023, and such amounts are not material to the Financial Statements. F-25 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 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) $ 137,022 Cash consideration (2) 27,696 Earnout consideration (3) 18,600 Total Consideration $ 183,318 Net Identifiable Assets Acquired and Goodwill Assets acquired: Cash and cash equivalents $ 158 Due from related parties 2,005 Operating lease assets 456 Deferred tax assets 4,243 Intangible assets - Investment management agreements 108,000 Other assets, net 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 Goodwill (4) $ 74,283 (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 $ 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. F-26 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 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) $ 417,474 Cash consideration (2) 322,747 Earnout consideration (3) 102,000 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 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 Goodwill (4) $ 268,089 (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. 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. F-27 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 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. KAM Earnouts 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) $ 385,108 Cash consideration (1)(3) 105,666 Earnout liability (4) 15,000 Total Consideration $ 505,774 Net Identifiable Assets Acquired and Goodwill Assets acquired: Due from related parties $ 4,510 Intangible assets: Investment management agreements 365,000 Investor relationships 10,000 Total intangible assets 375,000 Other assets, net 472 Total assets acquired 379,982 Liabilities assumed: 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 Goodwill (5) $ 132,940 (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. F-28 Table of Contents Blue Owl Capital Inc. 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 The following table summarizes the Company’s intangible assets, net: (dollars in thousands) December 31, 2024 December 31, 2023 Remaining Weighted-Average Amortization Period as of December 31, 2024 Intangible assets, gross: Investment management agreements $ 3,265,420 $ 2,224,420 12.3 years Investor relationships 470,300 460,300 7.7 years Total intangible assets, gross 3,735,720 2,684,720 Accumulated amortization: Investment management agreements ( 685,765 ) ( 471,104 ) Investor relationships ( 147,203 ) ( 103,608 ) Total accumulated amortization ( 832,968 ) ( 574,712 ) Total Intangible Assets, Net $ 2,902,752 $ 2,110,008 F-29 Table of Contents 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: (dollars in thousands) Period Amortization 2025 $ 299,628 2026 285,787 2027 270,179 2028 264,700 2029 261,628 Thereafter 1,520,830 Total $ 2,902,752 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 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 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. 4. INVESTMENTS AND FAIR VALUE DISCLOSURES The following table presents the components of the Company’s investments: (dollars in thousands) December 31, 2024 December 31, 2023 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 F-30 Table of Contents 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. F-31 Table of Contents 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. F-32 Table of Contents 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. CLOs The fair value of CLOs are determined based on inputs from independent pricing services. These investments are classified as Level III. The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality. F-33 Table of Contents 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 Assets 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 Liabilities 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 167,912 Total Liabilities, at Fair Value $ 276,169 F-34 Table of Contents 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 Assets CLOs $ 2,521 Discounted cash flow Yield 15 % - 19 % 17 % Decrease Liabilities TRA liability $ 116,398 Discounted cash flow Discount Rate 11 % - 11 % 11 % Decrease Warrant liability 22,600 Monte Carlo Simulation Volatility 31 % - 31 % 31 % Increase Earnout liability 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. 5. LEASES The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices. The operating lease for the Company’s headquarters does not include any renewal options; however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised. (dollars in thousands) Year Ended December 31, Lease Cost 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 F-35 Table of Contents 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 2026 46,225 2027 44,988 2028 45,692 2029 42,366 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. F-36 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 6. OTHER ASSETS, NET (dollars in thousands) December 31, 2024 December 31, 2023 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 7. DEBT OBLIGATIONS, NET The following tables summarize outstanding debt obligations of the Company: December 31, 2024 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,495 2031 Notes 6/10/2031 700,000 700,000 — 689,097 2032 Notes 2/15/2032 400,000 400,000 — 393,346 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 Total $ 4,234,800 $ 2,639,800 $ 1,585,621 $ 2,588,496 December 31, 2023 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,390 2031 Notes 6/10/2031 700,000 700,000 — 687,163 2032 Notes 2/15/2032 400,000 400,000 — 392,766 2051 Notes 10/7/2051 350,000 350,000 — 337,922 Revolving Credit Facility 6/29/2028 1,550,000 205,000 1,338,300 205,000 Total $ 3,059,800 $ 1,714,800 $ 1,338,300 $ 1,681,241 2028 Notes In May 2023, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 59.8 million aggregate principal amount of 7.397 % Senior Notes due 2028 (the “2028 Notes”). The 2028 Notes bear interest at a fixed rate of 7.397 % per annum and mature on May 26, 2028. Interest on the 2028 Notes is payable semi-annually in arrears on May 26 and November 26 of each year. F-37 Table of Contents 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. All or a portion of the 2028 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price; provided, however, that if the Company redeems any amounts on or after April 26, 2028, the redemption price for the 2028 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest. If a change of control repurchase event occurs, the 2028 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest. The 2028 Notes also provide for customary events of default and acceleration. 2031 Notes On June 10, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 700.0 million aggregate principal amount of 3.125 % Senior Notes due 2031 (the “2031 Notes”). The 2031 Notes bear interest at a fixed rate of 3.125 % per annum and mature on June 10, 2031. Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year. The 2031 Notes are fully and unconditionally guaranteed, jointly and severally, by the 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 2031 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price; provided, however, that if the Company redeems any amounts on or after March 10, 2031, the redemption price for the 2031 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest. If a change of control repurchase event occurs, the 2031 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest. The 2031 Notes also provide for customary events of default and acceleration. 2032 Notes On February 15, 2022, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 400.0 million aggregate principal amount of 4.375 % Senior Notes due 2032 (the “2032 Notes”). The 2032 Notes bear interest at a fixed rate of 4.375 % per annum and mature on February 15, 2032. Interest on the 2032 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022. The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the 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 2032 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price; provided, however, that if the Company redeems any amounts on or after November 15, 2031, the redemption price for the 2032 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest. If a change of control repurchase event occurs, the 2032 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest. The 2032 Notes also provide for customary events of default and acceleration. 2034 Notes On April 18, 2024 and June 6, 2024, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 1.0 billion aggregate principal amount of 6.250 % Senior Notes due 2034 (the “2034 Notes”). The 2034 Notes bear interest at a rate of 6.250 % per annum and mature on April 18, 2034. Interest on the 2034 Notes will be payable semi-annually in arrears on April 18 and October 18 of each year, commencing October 18, 2024. F-38 Table of Contents 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. 2051 Notes On October 7, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 350.0 million aggregate principal amount of 4.125 % Senior Notes due 2051 (the “2051 Notes”). The 2051 Notes bear interest at a fixed rate of 4.125 % per annum and mature on October 7, 2051. Interest on the 2051 Notes is payable semi-annually in arrears on April 7 and October 7 of each year, commencing April 7, 2022. The 2051 Notes are fully and unconditionally guaranteed, jointly and severally, by the 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 2051 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price; provided, however, that if the Company redeems any amounts on or after April 7, 2051, the redemption price for the 2051 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest. If a change of control repurchase event occurs, the 2051 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest. The 2051 Notes also provide for customary events of default and acceleration. Revolving Credit Facility 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. 8. COMMITMENTS AND CONTINGENCIES Tax Receivable Agreement Pursuant to the TRA, the Company will pay 85 % of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of the Blue Owl Operating Group related to the Business Combination and any subsequent exchanges of Blue Owl Operating Group Units for shares of the Registrant or cash. Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and pays recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA. In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions. F-39 Table of Contents 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 2026 65,502 2027 86,882 2028 104,094 2029 107,244 Thereafter 1,115,531 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. Litigation From time to time, the Company is involved in legal actions in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows. F-40 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 9. REVENUES The following table presents a disaggregated view of the Company’s revenues: Year Ended December 31, (dollars in thousands) 2024 2023 2022 Credit Platform 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 Other 25,814 1,491 — Management Fees, Net 1,234,594 899,902 639,975 Administrative, transaction and other fees 225,223 154,537 112,003 Performance revenues 2,274 1,276 — Total GAAP Revenues - Credit Platform 1,462,091 1,055,715 751,978 GP Strategic Capital Platform GP minority stakes 589,246 526,502 513,613 GP debt financing 22,633 16,921 13,611 Professional sports minority stakes 3,395 2,409 1,611 Strategic Revenue-Share Purchase consideration amortization ( 43,553 ) ( 40,858 ) ( 37,383 ) Management Fees, Net 571,721 504,974 491,452 Administrative, transaction and other fees 42,034 31,822 26,986 Total GAAP Revenues - GP Strategic Capital Platform 613,755 536,796 518,438 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 Administrative, transaction and other fees 27,010 14,387 6,906 Performance revenues 4,822 2,345 12,221 Total GAAP Revenues - Real Assets Platform 219,581 139,097 99,306 Total GAAP Revenues $ 2,295,427 $ 1,731,608 $ 1,369,722 The table below presents the beginning and ending balances of the Company’s management fees, performance revenues and administrative, transaction and other fees receivable and unearned management fees. Substantially all of the amounts receivable are collected during the following quarter. A liability for unearned management fees is generally recognized when management fees are paid to the Company in advance. The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period. Management fees 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. F-41 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Year Ended December 31, (dollars in thousands) 2024 2023 Management Fees Receivable Beginning balance $ 243,203 $ 262,059 Ending balance $ 356,413 $ 243,203 Administrative, Transaction and Other Fees Receivable Beginning balance $ 42,059 $ 44,060 Ending balance $ 67,920 $ 42,059 Performance Revenues Receivable Beginning balance $ 2,975 $ 1,132 Ending balance $ 1,672 $ 2,975 Unearned Management Fees Beginning balance $ 9,398 $ 9,389 Ending balance $ 7,613 $ 9,398 The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration. The consideration paid in 2021, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized. Year Ended December 31, (dollars in thousands) 2024 2023 Beginning Balance $ 417,081 $ 457,939 Amortization ( 43,553 ) ( 40,858 ) Ending Balance $ 373,528 $ 417,081 10. EQUITY-BASED COMPENSATION The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the Amended and Restated 2021 Omnibus Equity Incentive Plan, approved by stockholders on June 13, 2024 (“A&R 2021 Equity Incentive Plan”). The A&R 2021 Equity Incentive Plan, among other things, (i) increased the number of Class A Shares authorized for issuance under the previously amended Equity Incentive 2021 Plan from 101,230,522 shares to 171,930,614 shares and (ii) added an “evergreen” provision that provides for an automatic increase to the total number of Class A Shares subject to the A&R 2021 Equity Incentive Plan on the first day of each fiscal year beginning in calendar year 2025, and ending in and including 2034, by a number of Class A Shares equal to the positive difference, if any, of (a) 5 % of the aggregate number of Class A Shares and Class B Shares, in each case, outstanding on the last day of the immediately preceding fiscal year (assuming that all Blue Owl Operating Group Units have converted on a one -for-one basis into Class A Shares) minus (b) the aggregate number of shares that were available for the issuance of future awards under the A&R 2021 Equity Incentive Plan on such last day of the immediately preceding fiscal year, unless the administrator should decide to increase the number of shares covered by the A&R 2021 Equity Incentive Plan by a lesser amount on any such date. F-42 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Equity-based compensation awards are generally subject to a three to five-year requisite service period, although certain grants are immediately vested at grant. The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the A&R 2021 Equity Incentive Plan is 171,930,614 , of which 71,033,196 remain available as of December 31, 2024. To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the A&R 2021 Equity Incentive Plan. The table below presents information regarding equity-based compensation expense. Year Ended December 31, (dollars in thousands) 2024 2023 2022 Business Combination grants $ 69,173 $ 69,448 $ 72,857 Acquisition related 27,972 84,543 248,455 Other 215,464 158,573 99,520 Equity-Based Compensation Expense $ 312,609 $ 312,564 $ 420,832 Corresponding tax benefit $ 2,578 $ 951 $ 588 Fair value of RSUs settled in Class A Shares $ 49,174 $ 16,634 $ 4,096 Fair value of RSUs withheld to satisfy tax withholding obligations $ 38,848 $ 15,450 $ 2,420 The table below presents activity related to the Company’s unvested equity-based compensation awards for the year ended December 31, 2024. Incentive Units RSUs Oak Street Earnout Units Wellfleet Earnout Shares Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit December 31, 2023 25,449,172 $ 13.34 18,780,617 $ 12.05 13,037,165 $ 12.37 574,850 $ 11.44 Granted 11,464,467 19.47 9,706,995 20.85 — — — — Vested ( 15,212,786 ) 16.15 ( 3,662,541 ) 12.47 ( 13,037,165 ) 12.37 ( 287,425 ) 11.44 Forfeited — — ( 447,189 ) 12.66 — — — — December 31, 2024 21,700,853 $ 14.61 24,377,882 $ 15.48 — $ — 287,425 $ 11.44 Incentive Units The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount ranging from 6.0 % - 6.5 % during 2024, 6.0 % - 8.5 % during 2023 and 13 % - 18 % during 2022 for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction. The weighted-average grant date fair value of Incentive Units granted during the years ended December 31, 2024, 2023 and 2022 was $ 19.47 , $ 11.27 and $ 9.93 , respectively. 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. F-43 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 RSUs 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 The grant date fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions: annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2.0 years. In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout. In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout. Wellfleet Earnout Shares The grant date fair value of the Wellfleet Earnout Shares treated as compensation was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period. The weighted-average grant date fair value of the Wellfleet Earnout Shares granted during the year ended December 31, 2022 was $ 11.44 . In April 2023, the Company modified its purchase agreement with the Wellfleet sellers, such that Wellfleet Earnout Shares will be delivered in cash in lieu of Wellfleet Earnout Shares. As a result of the modification, the Second and Third Wellfleet Earnout Shares were changed from equity-classified to liability-classified on the modification date with the liability recorded at fair value at each reporting period, with the related expense subject to a floor equal to the original grant date fair value. The First Wellfleet Earnout vested and was cash settled in April 2023 and such settlement was treated as a cash settlement of an equity-classified arrangement. In April 2024, the Wellfleet Triggering Event occurred with respect to the Second Wellfleet Earnout. 11. INCOME TAXES The Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and their underlying assets and liabilities. The Company’s estimate is based on the most recent information available and cannot be finally determined until the Company’s 2024 tax returns have been filed. The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns. F-44 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 The Blue Owl Operating Partnerships are partnerships for U.S. federal income tax purposes subject to New York City UBT. Generally all of the income the Registrant earns will be subject to corporate-level income taxes in the United States. Substantially all of the Company’s income before tax is earned in the United States. The following table presents the components of the Company’s income tax expense (benefit): (dollars in thousands) Year Ended December 31, 2024 2023 2022 Current Income Tax Expense (Benefit) U.S. federal $ ( 255 ) $ 286 $ — State and local 20,140 19,280 13,714 Foreign 2,141 1,838 853 22,026 21,404 14,567 Deferred Income Tax Expense (Benefit) U.S. federal 29,734 14,373 ( 2,644 ) State and local ( 2,811 ) ( 9,500 ) ( 20,794 ) Foreign ( 167 ) ( 669 ) ( 509 ) 26,756 4,204 ( 23,947 ) Total Income Tax Expense (Benefit) U.S. federal 29,479 14,659 ( 2,644 ) State and local 17,329 9,780 ( 7,080 ) Foreign 1,974 1,169 344 $ 48,782 $ 25,608 $ ( 9,380 ) The following table sets forth the reconciliation of the statutory U.S. federal corporate income tax rate to the Company’s effective income tax rate: Year Ended December 31, 2024 2023 2022 Statutory U.S. federal corporate income tax rate 21.00 % 21.00 % 21.00 % Income passed through to noncontrolling interest holders - 14.62 % - 15.25 % - 11.38 % State and local income taxes 3.39 % 4.06 % 9.49 % Non-deductible compensation expense 0.20 % 0.23 % - 0.53 % Other 0.43 % 0.35 % 0.33 % Effective Income Tax Rate 10.40 % 10.39 % 18.91 % F-45 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 As of December 31, 2024 and 2023, the income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows: (dollars in thousands) December 31, 2024 December 31, 2023 Deferred Tax Assets Basis difference in subsidiaries $ 855,906 $ 522,871 Tax receivable agreement 340,360 211,706 Net operating losses 41,267 41,670 Other 22,160 15,692 Total Deferred Tax Assets $ 1,259,693 $ 791,939 Deferred Tax Liabilities Goodwill and intangible assets $ 39,436 $ 32,561 Other 12,001 12,103 Total Deferred Tax Liabilities $ 51,437 $ 44,664 As of December 31, 2024, the Company has U.S. federal and UBT net operating losses of $ 175.4 million and $ 6.1 million, respectively, that can be carried forward indefinitely until they are used. The Company evaluates the realizability of its deferred tax assets and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized. The Company believes it is more-likely-than-not that its deferred tax assets will be realized based on historic and projected earnings and the reversal of taxable temporary differences. As of December 31, 2024 and 2023, the Company has not recorded any valuation allowances. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities. The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2020. As of December 31, 2024, the Company's unrecognized tax benefits, excluding related interest expense and penalties, were $ 12.7 million. If recognized, $ 12.7 million would reduce the effective tax rate. For the year ended December 31, 2024, interest and penalties on these unrecognized tax benefits of $ 0.8 million has been accrued through income tax expense in the consolidated statements of operations. Over the next 12 months, the Company expects that it is reasonably possible for the gross unrecognized tax benefits to increase by $ 5.0 million. Upon settlement of an audit, the change in the unrecognized tax benefit would result from payment or income statement recognition. The following table presents the Company’s unrecognized tax benefits relating to uncertain tax positions: (dollars in thousands) Year Ended December 31, 2024 2023 2022 Beginning balance $ 8,399 $ 4,784 $ — Increases related to tax positions related to prior periods — — 2,189 Increases related to tax positions related to the current period 4,278 3,615 2,595 Ending Balance $ 12,677 $ 8,399 $ 4,784 In connection with and subsequent to the applicable Acquisitions, the Company recognized various adjustments to deferred tax assets and liabilities within additional paid-in capital, as well as related impacts to the TRA liability, related to capital transactions. These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in the Blue Owl Operating Partnerships, as well as portions related to the TRA liability that will eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments. The deferred tax assets will be recovered as the basis is amortized. See the Company’s consolidated statements of changes in stockholders’ equity for these amounts. F-46 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 12. EARNINGS (LOSS) PER SHARE The table below presents the treatment for basic and diluted earnings (loss) per share for the Registrant's outstanding instruments, as well as the treatment for diluted earnings (loss) per share for the Blue Owl Operating Group's outstanding instruments. Instruments that could potentially dilute the earnings are included in the calculation only if they would have a dilutive effect. Basic Diluted Class A Shares (1) Included Included Class B Shares None outstanding None outstanding Class C Shares and Class D Shares Non-economic voting shares of the Registrant Non-economic voting shares of the Registrant Vested RSUs (1) Included Included Unvested RSUs Excluded Treasury stock method Warrants (2) Excluded Treasury stock method Compensation-classified Wellfleet Earnout Shares (3) Excluded 2024 and 2023: Excluded 2022: Contingently issuable shares - treasury stock method Contingent consideration-classified Wellfleet Earnout Shares (3) 2024 and 2023: Excluded 2022: Contingently issuable shares 2024 and 2023: Excluded 2022: Contingently issuable shares Prima Earnouts - portion payable in Class A Shares (4) Contingently issuable shares Contingently issuable shares Potentially Dilutive Instruments of the Blue Owl Operating Group: Vested Common Units and Incentive Units (5) n/a If-converted method Unvested Incentive Units (5) n/a The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units Oak Street Earnout Units (6) n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units Prima Earnouts - portion payable in Common Units (4) n/a Contingently issuable shares - If-converted method Compensation-classified Atalaya Earnouts (7) n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units Contingent consideration-classified Atalaya Earnouts (7) n/a Contingently issuable shares - If-converted method (1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares, as such shares are issuable for no consideration. These RSUs do not participate in dividends until settled in Class A Shares. These vested RSUs totaled 11,699,282 , 11,222,103 and 10,834,220 for the years ended December 31, 2024, 2023 and 2022, respectively. (2) The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income attributable to Blue Owl Capital Inc. for the period. (3) During the second quarter of 2023, the Company modified the Wellfleet Earnout Shares arrangement such that settlement of the Wellfleet Earnout Shares would be in cash at each payment date. As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for years ended December 31, 2024 and 2023. As of December 31, 2022, the Wellfleet Triggering Events with respect to the Wellfleet Earnout Shares had not occurred, and therefore such shares have not been included in the calculation of basic loss per share for the year ended December 31, 2022. However, had December 31, 2022 also been the end of the contingency period for the Wellfleet Earnout Shares, the Wellfleet Triggering Events would have occurred, and therefore the Wellfleet Earnout Shares have been included in the calculation of diluted loss per share for the year ended December 31, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition. F-47 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 (4) As of December 31, 2024, the Prima Triggering Event with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the year ended December 31, 2024. Had December 31, 2024, also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred, and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the year ended December 31, 2024. (5) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense or benefit had the instruments converted into Class A Shares as of the beginning of the period. (6) The First Oak Street Earnouts and the Second Oak Street Earnouts were settled in Common Units during the three months ended March 31, 2023 and 2024, respectively. As of December 31, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred. Had December 31, 2023, been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the Second Oak Street Earnout Units have been included in the calculation of diluted earnings per share for the year ended December 31, 2023. As of December 31, 2022, the Oak Street Triggering Events with respect to the First and Second Oak Street Earnout Units had not occurred. Had December 31, 2022, been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have not occurred, and therefore the Second Oak Street Earnout Units have not been included in the calculation of diluted loss per share for the year ended December 31, 2022. Had December 31, 2022, also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Events would have occurred, and therefore the First Oak Street Earnout Units have been included in the calculation of diluted loss per share for the year ended December 31, 2022. (7) As of December 31, 2024, the Atalaya Triggering Event with respect to the Atalaya Earnouts had not occurred. Had December 31, 2024, been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred, and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the year ended December 31, 2024. Year Ended December 31, 2024 Net Income Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments (dollars in thousands, except per share amounts) Basic $ 109,584 549,005,214 $ 0.20 Effect of dilutive securities: Unvested RSUs — 9,420,939 — Warrants — — 4,207,650 Vested Common Units — — 919,201,273 Vested Incentive Units — — 8,373,268 Unvested Incentive Units — — 22,817,514 Diluted $ 109,584 558,426,153 $ 0.20 Year Ended December 31, 2023 Net Income Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments (dollars in thousands, except per share amounts) Basic $ 54,343 463,233,832 $ 0.12 Effect of dilutive securities: Unvested RSUs — 4,983,668 — Warrants ( 4,584 ) 232,558 — Vested Common Units — — 956,118,687 Vested Incentive Units — — 8,488,003 Unvested Incentive Units — — 24,949,429 Oak Street Earnout Units — 9,558,857 — Diluted $ 49,759 478,008,915 $ 0.10 F-48 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Year Ended December 31, 2022 Net Loss Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments (dollars in thousands, except per share amounts) Basic $ ( 9,289 ) 433,431,256 $ ( 0.02 ) Effect of dilutive securities: Unvested RSUs — — 10,978,491 Warrants — — 10,451,892 Compensation-classified Wellfleet Earnout Shares — — 649,660 Contingent consideration-classified Wellfleet Earnout Shares — — 59,063 Vested Common Units — — 974,541,796 Vested Incentive Units — — 1,510,852 Unvested Incentive Units — — 24,744,397 Oak Street Earnout Units — — 13,037,165 Diluted $ ( 9,289 ) 433,431,256 $ ( 0.02 ) 13. RELATED PARTY TRANSACTIONS The majority of the Company’s revenues, including all management fees and certain administrative, transaction and other fees, are earned from the products it manages, which are related parties of the Company. The Company also has arrangements in place with products that it manages, whereby certain costs are initially paid by the Company and subsequently are reimbursed by the products. These amounts are included within due from related parties in the Company’s consolidated statements of financial condition. (dollars in thousands) December 31, 2024 December 31, 2023 Management fees $ 349,704 $ 243,203 Performance revenues 1,672 2,975 Administrative fees 67,920 42,059 Other expenses paid on behalf of the Company’s products and other related parties 129,434 78,899 Due from Related Parties $ 548,730 $ 367,136 Administrative Fees Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by the products it manages and other related parties. These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 100.7 million, $ 74.4 million and $ 53.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Dealer Manager Revenues Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided. These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 81.6 million, $ 46.0 million and $ 29.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. Substantially all of these dealer manager revenues are subsequently paid out to third party broker-dealers, and such payments are recorded within general, administrative and other expenses on the consolidated statements of operations. F-49 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Expense Support and Caps Arrangements The Company is party to expense support and cap arrangements with certain of the products it manages. Pursuant to these arrangements, the Company may absorb certain expenses of these products when in excess of stated expense caps or until such products reach certain profitability, cash flow or fundraising thresholds. In certain cases, the Company is able to recover these expenses once certain profitability, cash flow or fundraising thresholds are met. The Company recorded net expenses (recoveries) related to these arrangements of $( 9.6 ) million, $( 5.8 ) million and $ 8.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated statements of operations. Aircraft Reimbursements In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates. Personal use of the aircraft is not charged to the Company. The Company recorded expenses for these aircraft reimbursements of $ 3.4 million, $ 3.0 million and $ 2.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. Promissory Notes On August 8, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 250.0 million. On November 9, 2023, the promissory note was amended to maintain the total borrowing capacity of $ 250.0 million upon repayment of borrowings and established a maturity date of June 30, 2024. As of June 30, 2024, this promissory note was fully repaid. The promissory note bore interest at a rate of SOFR plus 1.55 %, subject to change based on credit rating and leverage ratio. The Company recorded $ 5.4 million of interest income for the year ended December 31, 2024. As of December 31, 2023, $ 200.0 million was outstanding under this promissory note and the Company recorded $ 16.6 million of interest income for the year ended December 31, 2023. Interest was payable monthly in arrears and settled in cash or equity in the related product. On November 15, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 15.0 million. The promissory note bears interest at a rate of SOFR plus 4.25 %, with any such interest amounts capitalized monthly. Any unpaid principal balance and unpaid accrued interest may be prepaid in full or in part any time prior to maturity in January 2026. As of December 31, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.7 million of interest income for the year ended December 31, 2024. As of December 31, 2023, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.7 million of interest income for the year ended December 31, 2023. Investment Sale with Deferred Purchase Price On December 30, 2024, the Company sold an investment in a product it manages to another product managed by the Company for cash consideration of $ 22.3 million and a deferred, non-interest bearing amount due of $ 44.5 million, payable in two equal installments on December 31, 2025, and December 31, 2026. The Company recorded a deferred purchase price receivable of $ 40.6 million for the deferred purchase price, representing the present value of these installment payments, and will recognize the discount as interest income over the two-year deferred payment period. As a result of the sale and discount on the receivable, the Company recognized a loss of $ 4.9 million for the year ended December 31, 2024. 14. SUBSEQUENT EVENTS Dividend On February 6, 2025, the Company announced a cash dividend of $ 0.18 per Class A Share. The dividend is payable on February 28, 2025, to holders of record as of the close of business on February 19, 2025. F-50 Table of Contents Blue Owl Capital Inc. Notes to Consolidated Financial Statements December 31, 2024 Acquisitions On January 3, 2025, the Company completed its previously announced acquisition of the business of digital infrastructure fund manager IPI Partners, LLC (the “IPI Acquisition”), a joint venture between an affiliate of ICONIQ Capital, LLC (“ICONIQ”) and an affiliate of Iron Point Partners. The aggregate consideration for the IPI Acquisition was approximately $ 1.0 billion. The Company funded the IPI Acquisition through the issuance of 39,091,754 Common Units and corresponding Class C Shares and cash consideration of $ 204.1 million. The Company expects to issue additional Common Units and corresponding Class C Shares in 2025 when the purchase price is finalized. In addition, in connection with the IPI Acquisition, the Company entered into a services agreement with ICONIQ (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to the Company or its subsidiaries. Under the terms of the Services Agreement, in 2026 the Company expects to issue 14,175,000 Incentive Units, subject to future targets. The Company also expects to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets. The Incentive Units will be fully vested upon issuance. Internal Reorganization On February 20, 2025, the Board adopted resolutions authorizing the adoption of an Amended and Restated Certificate of Incorporation in connection with an internal reorganization that is expected to occur on or about April 11, 2025, pursuant to which, among other things, Blue Owl Carry will become a wholly owned subsidiary of Blue Owl Holdings (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. F-51