What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-05 compared with 2024-11-06 · 192 added, 288 removed, 471 unchanged (50% of the section changed)

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Business” in the Annual Report.

2024 Third Quarter Overview

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

The following discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but

not limited to, those described in “Part II Other Information - Item 1A.

Risk Factors.”

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.

On July 1, 2024, we completed the KAM Acquisition (as defined in Note 1 to our Financial Statements).

KAM is a boutique investment management firm focused on providing asset management services to the insurance industry.

KAM’s capabilities in investment grade credit and real estate strategies supplement Blue Owl’s existing strength in these asset classes and further accelerate our ability to bring differentiated products and strategies to the market for insurance clients.

Our acquisition of KAM enhances our ability to serve the insurance market at scale and marks the official launch of Blue Owl Insurance Solutions.

Working seamlessly across our investment platforms, Blue Owl Insurance Solutions combines the focused alternatives approach with expanded industry capabilities to now serve insurance clients across a broader range of their needs.

See Note 3 to our Financial Statements for additional information.

On September 30, 2024, we completed the Atalaya Acquisition (as defined in Note 1 to our Financial Statements).

Atalaya focuses primarily on asset-based credit investments across consumer and commercial finance, corporate and real estate assets.

The completion of the acquisition of Atalaya’s business represents a significant expansion of Blue Owl’s alternative credit presence.

IPI Acquisition

On January 3, 2025, we completed the previously announced IPI Acquisition.

IPI is a digital infrastructure fund manager.

The completion of the IPI Acquisition further enhances Blue Owl’s digital infrastructure strategy as part of the firm’s Real Assets platform.

See Note 3 to our Financial Statements for additional information.

On October 7, 2024, we announced the IPI Acquisition (as defined in Note 14 to our Financial Statements).

The aggregate consideration for the IPI Acquisition will be approximately $1.0 billion.

We will fund the IPI Acquisition through a combination of approximately $788.6 million in Common Units and corresponding Class C Shares and approximately $203.8 million in cash, subject to certain closing consideration adjustments.

In addition, in connection with the IPI Acquisition, we will enter into a services agreement with ICONIQ (as defined in Note 14 to our Financial Statements) (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to us or our subsidiaries.

Under the terms of the Services Agreement, in 2026 we expect to issue 14,175,000 Incentive Units, subject to future targets.

We also expect 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.

The IPI Acquisition is expected to close in the fourth quarter of 2024 or first quarter of 2025, subject to certain closing conditions including third party consents.

Internal Reorganization

On April 1, 2025, we completed the previously announced Internal Reorganization, pursuant to which, among other things, Blue Owl Carry became a wholly owned subsidiary of Blue Owl Holdings.

Following the Internal Reorganization, each unitholder of the Blue Owl Operating Partnerships who previously held an equal number of units in each of Blue Owl Holdings and Blue Owl Carry instead holds a single class of units in Blue Owl Holdings.

Assets Under Management

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Minority Stakes

Digital Infrastructure

$15.2 billion

$11.3 billion

Liquid Credit

All amounts shown as of September 30, 2024, totals may not sum due to rounding.

As of September 30, 2024, our AUM was $234.6 billion, which included $154.2 billion of FPAUM.

As of September 30, 2024, we have $21.7 billion in AUM not yet paying fees, providing over $260 million of annualized management fees once deployed.

All amounts shown as of March 31, 2025, totals may not sum due to rounding.

As of March 31, 2025, our AUM was $273.3 billion, which included $174.6 billion of FPAUM.

As of March 31, 2025, we have $23.4 billion in AUM not yet paying fees, providing $289 million of annualized management fees once deployed.

See “—Assets Under Management” for additional information, including important information on how we define these metrics.

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Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.

We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth, particularly during periods of market uncertainty and volatility, as we have seen over the past few years.

During the third quarter of 2024, industry M&A and capital markets activity remained moderately constructive, a continuation of the improvement relative to late 2022 and early 2023.

Over the past twelve months, 91% of our GAAP and FRE management fees were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure to our asset base from redemptions.

Fundraising and capital deployment contributed to management fee growth of over 25% over the last twelve months.

We ended the third quarter of 2024 with substantial available capital to deploy, reporting approximately $21.7 billion of AUM not yet paying fees.

We continued to execute on our strategic M&A plans in the third quarter, closing our acquisitions of Kuvare Asset Management and Atalaya Capital Management, adding over $30 billion to AUM.

Subsequent to quarter end, we announced our intention to acquire IPI’s business, reflecting a significant step forward in Blue Owl’s presence in the digital infrastructure ecosystem.

Pro-forma for IPI, our AUM exceeds a quarter of a trillion dollars.

Together, these businesses further diversify our business and further expand Blue Owl’s strong positioning within the largest transformational shifts happening within financial markets.

The third quarter of 2024 was once again a very active quarter for deployment, with $11 billion of originations, as direct lenders continued to play a significant role in new deals, add-ons and refinancings alongside the syndicated market.

For Blue Owl, positive net deployment and ongoing capital raising remained key drivers of higher management fees and the credit quality of our portfolio remained strong.

We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated.

We raised incremental capital in our GP minority stakes strategy from both the Institutional and Private Wealth channels.

During the third quarter, Blue Owl GP Stakes III completed a strip sale of certain assets within the fund, providing liquidity for existing investors while offering a creative way for new investors to access to our pool of leading notable Partner Managers.

In Real Estate, we continue to actively deploy capital in our net lease strategy at attractive cap rates behind our four major themes:

digital infrastructure, onshoring, healthcare real estate and essential retail.

The capital needs in each of these areas remains very significant, and we continue to see strong demand from investors in these products.

During the third quarter, we held an early close for our Europe net lease strategy and deployed capital across net lease and real estate credit strategies.

During the first quarter of 2025, global equity and debt markets experienced volatility driven by elevated inflation, economic slowdown and ongoing developments regarding international trade and economic policies.

As global economic and geopolitical uncertainty continues to ramp up into the second quarter, we believe our business model will prove to be stable and defensive, as we demonstrated in prior periods of enhanced uncertainty such as the COVID-19 pandemic and the subsequent spike in global inflation.

Likewise, we believe that our products are well-suited for this type of market environment and should demonstrate the benefits of income generation, inflation protection and structural downside protection through periods of dislocation.

Over the past twelve months, approximately 88% and 89% of our GAAP and FRE management fees, respectively, were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure on our asset base from redemptions.

We raised $10.7 billion of capital during the first quarter of 2025, with $6.7 billion of equity capital raised, resulting in $48.6 billion of total capital raised during the last twelve months, with $29.4 billion of equity capital raised.

Fundraising and capital deployment contributed to management fee growth of over 30% over the last twelve months, compared with the corresponding period.

We ended the first quarter of 2025 with substantial available capital to deploy, reporting approximately $23.4 billion of AUM not yet paying fees.

During the first quarter of 2025, industry M&A and capital markets activity was muted relative to the second half of 2024 as investors adjusted to a new Presidential administration and as headlines around tariffs introduced incremental uncertainty into the markets.

Broad loan market activity declined during the quarter as spreads widened and market volatility increased.

This market environment drove a moderation of industry-wide new issuance and substantially lessened the pace of refinancings, which played a significant role in volumes in 2024.

For Blue Owl, continued positive net deployment and ongoing capital raising were the primary drivers of higher Credit management fees and offset modest pressure to Part I Fees from the interest rate cuts in the fourth quarter of 2024.

The first quarter of 2025 was once again a very active quarter for direct lending deployment, with $12.8 billion of originations, bringing our last twelve month gross deployment to $55.8 billion and net funded deployment to $18.2 billion.

Blue Owl played a significant role in new deals and add-ons while refinancings declined, leading to net deployment of $4.5 billion during the quarter, more than double net deployment in the fourth quarter of 2024.

We were also active in deploying capital for our alternative credit strategy, where we have entered into forward flow agreements with two large consumer lending platforms, and across investment grade Credit for our insurance clients.

We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated, particularly in a more challenging fundraising and realization environment.

In addition to our leading franchise in larger-cap GP stakes, we recently launched a strategy intended to finance mid-cap alternative asset managers, further expanding our suite of solutions.

During the quarter, we raised incremental capital in our large-cap GP minority stakes strategy, primarily from the private wealth channel, and made the first investment out of the latest vintage of this strategy.

In Real Assets, we completed the IPI Acquisition on January 3, 2025, reflecting a significant step forward in Blue Owl’s presence in the digital infrastructure ecosystem.

In combination with the scaled capabilities in our Net Lease and Real Estate Credit businesses, Blue Owl is able to provide an even wider range of cross-asset solutions, with offerings across investment grade, core, and opportunistic categories.

We continue to actively deploy capital in our net lease strategy across a number of scaled opportunities, with our latest fund now over 87% committed despite having just held a final close in the first quarter of 2024.

Our pipeline of deployment opportunities remains robust, reflecting the very significant capital needs of corporations, and we continue to see strong demand from investors in these products.

We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business.

Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed management fees.

It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements.

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Risk Factors — Risks Related to Macroeconomic Factors ” in our Annual Report.

Additionally, we intend to continue pursuing strategic acquisitions and investments to accelerate our growth and broaden our product offerings.

Additionally, we intend to pursue strategic acquisitions and investments to accelerate our growth and broaden our product offerings.

Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.

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In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).

As of September 30, 2024, assets under management related to us, our executives and other employees totaled approximately $4.4 billion (including $1.8 billion related to accrued carried interest).

As of March 31, 2025, assets under management related to us, our executives and other employees totaled approximately $5.3 billion (including $3.0 billion related to accrued carried interest).

A portion of these assets under management are not charged fees.

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Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.

Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future.

AUM not yet paying fees could provide over $260 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.

All amounts shown as of September 30, 2024, totals may not sum due to rounding.

Management uses AUM not yet paying fees as an indicator of management fees that will come online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future.

AUM not yet paying fees could provide $289 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.

All amounts shown as of March 31, 2025, totals may not sum due to rounding.

Permanency and Duration of Assets Under Management

Our capital base is heavily weighted toward Permanent Capital.

We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream.

We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenue streams.

The chart below presents the composition of our management fees by remaining product duration.

Changes in these relative percentages will occur over time as the mix of products we offer changes.

For example, our Real Estate products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees from Permanent Capital to decline.

For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the remaining contractual life is five years or more, may cause our percentage of management fees from Permanent Capital to decline.

Changes in AUM

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

(dollars in millions) Credit GP Strategic Capital Real Estate Total Credit GP Strategic Capital Real Estate Total

Beginning Balance $ 95,104 $ 57,844 $ 39,208 $ 192,156 $ 73,793 $ 50,934 $ 24,826 $ 149,553

Acquisitions 27,803 — 4,324 32,127 1,645 — — 1,645

New capital raised 3,133 3,482 1,271 7,886 2,148 98 680 2,926

Change in debt 2,973 500 (39) 3,434 1,954 — — 1,954

Distributions (1,758) (660) (739) (3,157) (926) (47) (184) (1,157)

Change in value / other 1,188 861 88 2,137 913 413 619 1,945

Ending Balance $ 128,443 $ 62,027 $ 44,113 $ 234,583 $ 79,527 $ 51,398 $ 25,941 $ 156,866

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

(dollars in millions) Credit GP Strategic Capital Real Estate Total Credit GP Strategic Capital Real Estate Total

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

(dollars in millions) Credit GP Strategic Capital Real Assets Total Credit GP Strategic Capital Real Assets Total

Beginning Balance $ 135,710 $ 66,035 $ 49,374 $ 251,119 $ 84,632 $ 54,199 $ 26,856 $ 165,687

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Ending Balance $ 139,239 $ 66,968 $ 67,062 $ 273,269 $ 91,289 $ 55,793 $ 27,238 $ 174,320

The increase in AUM for the nine months ended September 30, 2024 was driven by the following:

• $27.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.

• $8.2 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC and OTIC, as well as additional fundraise in other recently launched products.

The increase in AUM for the three months ended March 31, 2025 was driven by the following:

• $2.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC and OTIC, $0.4 billion new capital raised in liquid credit, as well as additional fundraising in products from recent acquisitions.

• $1.4 billion of additional net debt commitments, primarily in direct lending as we continue to opportunistically manage leverage in our BDCs.

• $4.7 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs and CLOs.

• $2.7 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs, alternative credit products and CLOs.

Redemptions and repurchases from these products were not material.

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GP Strategic Capital.

The increase in AUM for the nine months ended September 30, 2024 was driven by new capital raised of $5.4 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product, and overall appreciation primarily in our GP minority stakes strategy of $3.3 billion.

The increase in AUM for the nine months ended September 30, 2024 was driven by $15.2 billion of products added in connection with the Prima Acquisition (as defined in Note 1 to our Financial Statements) and the KAM Acquisition, as well as new capital raised of $3.0 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, and Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown product.

The increase in AUM for the three months ended March 31, 2025 was driven by new capital raised of $0.6 billion, primarily in our sixth flagship minority equity stakes product and overall appreciation primarily in our GP minority stakes strategy of $0.6 billion.

The increase in AUM for the three months ended March 31, 2025 was driven by $14.2 billion of products added in connection with the IPI Acquisition, as well as new capital raised of $2.2 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, and Blue Owl Digital Infrastructure Fund III (“ODI III”), our digital infrastructure drawdown product, and $1.4 billion of additional net debt commitments, primarily in Blue Owl Real Estate Fund VI (“OREF VI”).

Changes in FPAUM

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

(dollars in millions) Credit GP Strategic Capital Real Estate Total Credit GP Strategic Capital Real Estate Total

Beginning Balance $ 63,736 $ 32,788 $ 25,025 $ 121,549 $ 52,077 $ 28,462 $ 13,084 $ 93,623

Acquisitions 22,841 — 4,053 26,894 1,645 — — 1,645

New capital raised / deployed 3,500 2,420 1,425 7,345 603 161 997 1,761

Fee basis step down — — — — — (1) — (1)

Distributions (1,621) (98) (824) (2,543) (860) — (179) (1,039)

Change in value / other 845 6 86 937 835 — 197 1,032

Ending Balance $ 89,301 $ 35,116 $ 29,765 $ 154,182 $ 54,300 $ 28,622 $ 14,099 $ 97,021

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

(dollars in millions) Credit GP Strategic Capital Real Estate Total Credit GP Strategic Capital Real Estate Total

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

(dollars in millions) Credit GP Strategic Capital Real Assets Total Credit GP Strategic Capital Real Assets Total

Beginning Balance $ 90,957 $ 37,337 $ 31,500 $ 159,794 $ 57,074 $ 31,075 $ 14,547 $ 102,696

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New capital raised / deployed 3,358 557 1,818 5,733 2,090 688 939 3,717

Fee basis step down

— — — — — (334) — (334)

Distributions (2,015) (127) (477) (2,619) (1,157) — (198) (1,355)

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Ending Balance $ 92,890 $ 37,822 $ 43,920 $ 174,632 $ 58,779 $ 31,763 $ 14,895 $ 105,437

The increase in FPAUM for the nine months ended September 30, 2024 was driven by the following:

• $22.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.

• $10.3 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC, OTIC.

The increase in FPAUM for the three months ended March 31, 2025 was driven by the following:

• $2.3 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC, OTIC, $0.4 billion new capital raised in alternative credit and $0.4 billion new capital raised in liquid credit.

• $2.0 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs and CLOs.

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GP Strategic Capital.

The increase in FPAUM for the nine months ended September 30, 2024 was driven by new capital raised of $4.1 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product.

The increase in FPAUM for the nine months ended September 30, 2024 was driven by the $13.5 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as capital raised and deployed of $3.3 billion, primarily in ORENT and OREF VI.

The increase in FPAUM for the three months ended March 31, 2025 was driven by new capital raised of $0.6 billion, primarily in our sixth flagship minority equity stakes product.

The increase in FPAUM for the three months ended March 31, 2025 was driven by the $10.7 billion of products added in connection with the IPI Acquisition, as well as capital raised and deployed of $1.8 billion, primarily in ORENT and ODI III.

Product Performance

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There can be no assurance that any of these products or our other existing and future products will achieve similar returns.

Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).

Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have been deploying capital for less than two years as such information is generally not meaningful (“NM”).

(dollars in millions) Year of

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Blue Owl Capital Corporation (1)(2) 2016 $ 16,375 $ 5,977 $ 5,977 $ 3,700 $ 5,953 $ 9,653 1.87x 1.61x 13.7 % 9.8 %

Blue Owl Capital Corporation II (1)(2) 2017 $ 2,756 $ 1,228 $ 1,197 $ 503 $ 1,186 $ 1,689 NM 1.43x NM 7.4 %

Blue Owl Capital Corporation III (1)(2) 2020 $ 5,056 $ 1,845 $ 1,842 $ 720 $ 1,839 $ 2,559 1.46x 1.39x 14.0 % 11.9 %

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II (1)(4) 2021 $ 8,665 $ 4,184 $ 2,880 $ 397 $ 2,971 $ 3,368 1.23x 1.17x 16.1 % 11.5 %

Blue Owl Technology Income Corp.

(1)(2) 2022 $ 5,681 $ 2,797 $ 2,578 $ 289 $ 2,641 $ 2,930 NM 1.15x NM 11.6 %

Blue Owl First Lien Fund Levered (3) 2018 $ 1,636 $ 986 $ 912 $ 570 $ 677 $ 1,247 1.45x 1.38x 10.7 % 8.8 %

Blue Owl First Lien Fund Unlevered (3) 2019 $ 84 $ 175 $ 156 $ 106 $ 84 $ 190 1.27x 1.22x 6.6 % 5.3 %

(1) Information presented in the AUM through Total Value columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date.

Alternative Credit

Blue Owl Asset Special Opportunities Fund VIII (5) 2021 $ 1,841 $ 1,849 $ 1,728 $ 296 $ 2,050 $ 2,346 1.38x 1.36 x 21.6 % 16.4 %

(1) Information presented in the AUM through IRR columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date.

Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.

(2) On January 13, 2025, OBDC completed its merger with OBDE, with OBDC as the surviving company.

The information presented in the table above does not reflect the impact of the merger as it is presented on a quarter lag, see Note 1 for additional information.

(3) For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for OBDC II, OCIC and OTIC.

(3) Blue Owl First Lien Fund is comprised of three feeder funds:

Onshore Levered, Offshore Levered and Insurance Unlevered.

The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds.

The gross and net MoIC for the Offshore Levered feeder fund is 1.43x and 1.32x, respectively.

The gross and net IRR for the Offshore Levered feeder is 10.1% and 7.4%, respectively.

All other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined.

AUM is presented as the aggregate of the three Blue Owl First Lien Fund feeders.

Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.

(4) On March 24, 2025, OTF completed its merger with OTF II, with OTF as the surviving company.

The information presented in the table above does not reflect the impact of the merger as it is presented on a quarter lag, see Note 1 for additional information.

(5) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.

(6) Includes reinvested dividends and share repurchases, if applicable.

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(10) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.

Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.

Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of other expenses.

(11) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.

Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.

Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.

Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.

(12) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period.

Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.

(11) Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.

Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of all other expenses.

(13) Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.

An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.

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(5) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.

Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.

Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.

(6) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.

Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.

Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.

Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.

(7) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period.

Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.

Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.

(8) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period.

Net IRRs reflect returns to all investors.

Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.

Net IRRs are calculated after giving effect to management fees and carried interest, as applicable.

An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.

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Blue Owl Real Estate Fund VI (1) 2022 $ 10,143 $ 5,163 $ 2,115 $ 56 $ 2,040 $ 2,096 NM NM NM NM

Digital Infrastructure

Blue Owl Digital Infrastructure Fund I(1) 2016 $ 2,094 $ 1,484 $ 1,719 $ 1,324 $ 1,828 $ 3,152 1.96x 1.83x 18.5 % 13.9 %

Blue Owl Digital Infrastructure Fund II(1) 2020 $ 5,438 $ 3,805 $ 3,494 $ 28 $ 5,100 $ 5,128 1.55x 1.47x 20.4 % 14.0 %

(1) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.

(2) Information presented in the AUM through Total Value columns for this vehicle is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date.

(2) Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date.

Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report.

MoIC and IRR are not meaningful as we consider total return to be a useful measure of the overall investment performance for this product.

Total net return was 8.0%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.

(3) Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable capital which has been reinvested and periodic investor closes, as applicable.

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(6) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.

Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.

Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.

(7) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.

Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.

Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.

Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.

(8) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period.

Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.

Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.

(9) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period.

Net IRRs reflect returns to all investors.

Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.

Net IRRs are calculated after giving effect to management fees and carried interest, as applicable.

An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.

GAAP Results of Operations Analysis

Three Months Ended September 30, 2024, Compared to the Three Months Ended September 30, 2023

Three Months Ended September 30,

As a result of the Prima Acquisition, KAM Acquisition, Atalaya Acquisition and IPI Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends.

Prima’s, KAM’s, Atalaya’s and IPI’s results of operations are included from June 6, 2024, July 1, 2024, September 30, 2024, and January 3, 2025, respectively.

Three Months Ended March 31, 2025, Compared to the Three Months Ended March 31, 2024

Three Months Ended March 31,

(dollars in thousands) 2025 2024 $ Change

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See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.

• Credit increased $99.3 million, including an increase in Part I Fees of $42.5 million, due to continued fundraising and deployment of capital primarily within new and existing direct lending products, as well as management fees from products relating to the KAM Acquisition of $13.3 million.

• GP Strategic Capital increased $21.3 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.

• Real Estate increased $16.7 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily ORENT and OREF VI, as well as management fees from products relating to the Prima Acquisition of $4.9 million and the KAM Acquisition of $3.5 million.

Administrative, Transaction and Other Fees .

The increase in administrative, transaction and other fees was driven primarily by the following:

• $15.5 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.

• $9.4 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.

• $8.4 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to the growth of our products and business overall.

Compensation and Benefits.

Compensation and benefits expenses increased primarily due to the following:

• $61.1 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

• $2.6 million increase in equity-based compensation, primarily due to a $22.7 million increase in our recurring annual equity grants driven in part by additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation, partially offset by a $19.1 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 3 to the financial statements in our Annual Report) in January 2024.

• $6.6 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.

Amortization of Intangible Assets.

Amortization of intangible assets increased $12.0 million reflecting the increase in intangible assets as a result of the KAM Acquisition and Prima Acquisition.

General, Administrative and Other Expenses .

General, administrative and other expenses increased primarily due to the following:

• $35.2 million increase in Transaction Expenses, primarily due to the KAM Acquisition and Atalaya Acquisition.

• $10.0 million increase in distribution costs, primarily related to our Credit and Real Estate Products.

• $9.6 million increase in reimbursed expenses, primarily related to dealer manager expenses, due to growth in our products and business overall.

• The remaining net change was across various categories, primarily in office-related and other expenses driven by our continued growth.

Interest and Dividend Income.

The increase in interest and dividend income was driven by dividend income from the preferred equity investment made in April 2024 in Kuvare UK Holdings.

Interest Expense .

The increase in interest expense was driven by higher average debt outstanding due to the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) during the second quarter of 2024.

Change in Earnout Liability.

The change in the earnout liability for the current year period was driven by the change in the fair value of the KAM Earnouts (as described in Note 3 to our Financial Statements).

Income Tax Expense

The change in income tax expense was due to higher pre-tax income in the current period as a result of the drivers discussed above.

Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.

Net Income Attributable To Noncontrolling Interests

Net income attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s post-Business Combination net income due to the drivers discussed above.

The Common Units represent approximately 61% and 67% weighted average economic interest in the Blue Owl Operating Group for the three months ended September 30, 2024 and September 30, 2023, respectively.

The decrease in the Common Units’ interest in the Blue Owl Operating Group was primarily due to exchanges of Common Units for Class A Shares, as well as Class A Shares issued in connection with the Prima and KAM Acquisitions.

Nine Months Ended September 30, 2024, Compared to the Nine Months Ended September 30, 2023

Nine Months Ended September 30,

(dollars in thousands) 2024 2023 $ Change

Management fees, net (includes Part I Fees of $390,279 and $275,423)

$ 1,436,961 $ 1,116,663 $ 320,298

Administrative, transaction and other fees 224,592 120,404 104,188

Performance revenues 2,513 506 2,007

Total Revenues, Net 1,664,066 1,237,573 426,493

Compensation and benefits 723,001 619,875 103,126

Amortization of intangible assets 181,603 243,532 (61,929)

General, administrative and other expenses 291,535 173,101 118,434

Total Expenses 1,196,139 1,036,508 159,631

Net gains on investments 9,545 2,415 7,130

Interest and dividend income 30,755 16,081 14,674

Interest expense (89,301) (57,208) (32,093)

Change in TRA liability 4,890 8,187 (3,297)

Change in warrant liability (17,950) (3,550) (14,400)

Change in earnout liability (10,711) (4,912) (5,799)

Total Other Loss (72,772) (38,987) (33,785)

Income Before Income Taxes 395,155 162,078 233,077

Income tax expense 45,764 22,494 23,270

Consolidated Net Income 349,391 139,584 209,807

Net income attributable to noncontrolling interests (260,550) (103,299) (157,251)

Net Income Attributable to Blue Owl Capital Inc.

$ 88,841 $ 36,285 $ 52,556

Revenues, Net

Management Fees .

The increase in management fees was primarily due to the drivers below.

See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.

• Credit increased $233.7 million, including an increase in Part I Fees of $112.0 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products.

• Credit increased $83.6 million, including an increase in Part I Fees of $14.2 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the Atalaya Acquisition of $21.2 million and the KAM Acquisition of $16.7 million.

• GP Strategic Capital increased $4.6 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.

• Real Estate increased $43.9 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $6.3 million and KAM Acquisition of $3.5 million.

There were no material catch-up fees in the first quarters of 2025 and 2024.

• Real Assets increased $68.1 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the IPI Acquisition of $52.2 million, which includes $21.0 million of catch-up fees related to the IPI Acquisition, substantially all of which will be paid as contingent consideration to the sellers of the IPI business.

Additionally, the KAM Acquisition drove an increase of $5.5 million and the Prima Acquisition drove an increase of $4.9 million, as such transactions closed in the third and second quarters of 2024, respectively.

Administrative, Transaction and Other Fees .

The increase in administrative, transaction and other fees was driven primarily by the following:

• $54.4 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.

• $10.0 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.

• $6.3 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to growth of our products and business overall.

• $8.7 million offsetting decrease in fee income earned for services provided to portfolio companies, reflecting a decrease in average fees on transactions.

Compensation and Benefits.

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• $56.1 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

• $15.8 million offsetting decrease in equity-based compensation, primarily reflecting a $56.4 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 3 to the financial statements in our Annual Report) in January 2024, partially offset by an $41.2 million increase in our other recurring annual equity grants driven by the additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation.

• $19.2 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.

• $23.1 million primarily due to an increase in our other recurring annual equity grants driven by additional grants made during the fourth quarter of 2024 in connection with year-end bonus compensation.

• $19.4 million increase related to acquisition-related compensation, primarily due to the Atalaya Earnouts related to the Atalaya Acquisition.

See Note 3 to the financial statements in our Annual Report for additional information.

Amortization of Intangible Assets.

Amortization of intangible assets decreased $61.9 million, primarily due to increased trademarks amortization taken in the prior year period as a result of corporate actions that resulted in a shorter useful life.

Amortization of intangible assets increased $33.3 million primarily due to an increase of $34.2 million related to intangible assets acquired in the IPI Acquisition, KAM Acquisition, Atalaya Acquisition and Prima Acquisition.

General, Administrative and Other Expenses .

General, administrative and other expenses increased, primarily driven by the following:

• $51.2 million increase in Transaction Expenses, primarily due to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition.

• $34.2 million increase in distribution costs, primarily related to our Credit and Real Estate products.

• $28.0 million increase in reimbursed expenses, primarily related to dealer manager expenses, due to growth in our products and business overall.

• The remaining net change was across various categories, primarily in office-related and other expenses driven by our continued growth.

• $61.5 million increase related to the Services Agreement (as defined in Note 1 to our Financial Statements), which was entered into in January 2025.

See Note 10 to our Financial Statements for additional details.

• $17.0 million increase in Transaction Expenses, primarily due to the IPI Acquisition, as well as the mergers of OTF II into OTF and OBDC III into OBDC.

See Note 3 to our Financial Statements for additional details on our Transaction Expenses by acquisition.

• $10.0 million increase related to dealer manager expenses, due to growth in our products and business overall.

• $25.5 million increase in other operating expenses across various categories, driven by our continued growth.

Interest and Dividend Income.

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Interest Expense .

The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 2034 Notes during the second quarter of 2024.

Change in Warrant Liability.

The change in the warrant liability for the current and prior period was driven by the increase in the price of our Class A Shares.

Change in Earnout Liability.

The change in the earnout liability for the current year period was driven by the change in the fair value of the KAM Earnouts (as described in Note 3 to our Financial Statements).

The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) during the second quarter of 2024.

Income Tax Expense

The increase in income tax expense was due to higher pre-tax income in the current period as a result of the drivers discussed above.

The decrease in income tax expense was due to lower pre-tax income in the current period as a result of the drivers discussed above.

Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.

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Net income attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s net income or loss due to the drivers discussed above.

The Common Units represented an approximately 64% and 68% weighted average economic interest in the Blue Owl Operating Group for the nine months ended September 30, 2024 and September 30, 2023, respectively.

The Common Units represented an approximately 59% weighted average economic interest in the Blue Owl Operating Group for the three months ended March 31, 2025.

Non-GAAP Analysis

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Fee-Related Earnings and Related Components

Fee-Related Earnings is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses.

Fee-Related Earnings (“FRE”) is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses.

FRE performance revenues refers to the GAAP performance revenues that are measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments.

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equity-based compensation expense;

compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings;

amortization of acquisition-related earnouts;

amortization of acquisition-related earnouts and transaction bonuses;

amortization of intangible assets;

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net gains (losses) on investments;

net losses on retirement of debt;

interest and dividend income;

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changes in TRA, warrant and earnout liabilities;

Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions.

Transaction Expenses are expenses incurred in connection with the Business Combination (as defined in Note 1 to our Financial Statements) and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions.

FRE revenues also exclude the portion of IPI catch-up fees earned that relate to periods prior to the closing of the IPI Acquisition, as such amounts are payable as contingent consideration to the sellers.

FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period.

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We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business.

Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.

Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results in assessing the amount of earnings available for distribution.

GAAP Margin is calculated as income before income taxes, divided by total revenues.

FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net (income) loss allocated to noncontrolling interests, divided by FRE revenues.

FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net income allocated to noncontrolling interests, divided by FRE revenues.

Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.

Fee-Related Earnings and Distributable Earnings Summary

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

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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Distributable Earnings $ 262,516 $ 240,099

Fee-Related Earnings and Distributable Earnings for the three months ended September 30, 2024 increased as a result of higher FRE revenues in Credit, GP Strategic Capital and Real Estate, partially offset by higher FRE expenses, as further discussed below.

Fee-Related Earnings and Distributable Earnings for the nine months ended September 30, 2024 increased as a result of higher FRE revenues in Credit, GP Strategic Capital and Real Estate, partially offset by higher FRE expenses, as further discussed below.

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

Fee-Related Earnings and Distributable Earnings for the three months ended March 31, 2025 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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FRE Revenues - GP Strategic Capital Platform 153,487 148,041

Real Estate Platform

Real Assets Platform

Net lease 46,836 41,334

Real estate credit 10,381 —

Digital infrastructure 32,914 —

Management Fees, Net 90,131 41,334

FRE performance revenues — — 1,870 —

Administrative, transaction and other fees 595 52

FRE Revenues - Real Estate Platform 50,161 33,047 135,695 89,590

FRE performance revenues 3,205 1,870

FRE Revenues - Real Assets Platform 93,931 43,256

Total FRE Revenues $ 620,192 $ 486,548

FRE Management Fees .

For the three months ended September 30, 2024, the increase in FRE management fees was primarily driven by the following:

• Credit FRE management fees increased $99.3 million, including an increase in Part I Fees of $42.5 million, due to continued fundraising and deployment of capital primarily within new and existing direct lending products, as well as management fees from products relating to the KAM Acquisition of $13.3 million.

• GP Strategic Capital FRE management fees increased $21.7 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.

• Real Estate FRE management fees increased $16.7 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily ORENT and OREF VI, as well as management fees from products relating to the Prima Acquisition of $4.9 million and the KAM Acquisition of $3.5 million.

FRE Management Fees .

For the nine months ended September 30, 2024, the increase in FRE management fees was primarily driven by the following:

• Credit FRE management fees increased $233.7 million, including an increase in Part I Fees of $112.0 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products.

The increase in FRE management fees was primarily driven by the following:

• Credit FRE management fees increased $83.6 million,including an increase in Part I Fees of $14.2 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the Atalaya Acquisition of $21.2 million and the KAM Acquisition of $16.7 million.

• GP Strategic Capital FRE management fees increased $5.1 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.

• Real Estate FRE management fees increased $43.9 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $6.3 million and KAM Acquisition of $3.5 million.

There were no material catch-up fees in the first quarters of 2025 and 2024.

• Real Assets FRE management fees increased $48.8 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the IPI Acquisition of $32.9 million, the KAM Acquisition of $5.5 million and the Prima Acquisition of $4.9 million.

FRE Administrative, Transaction and Other Fees .

For the three and nine months ended September 30, 2024, the increase in FRE administrative, transaction and other fees was driven primarily by an increase of $15.5 million and $54.4 million, respectively, in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.

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

The decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $8.7 million in fee income earned for services provided to portfolio companies, reflecting a decrease in average fees on transactions.

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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FRE Compensation and Benefits.

For the three and nine months ended September 30, 2024, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

FRE General, Administrative and Other Expenses .

For the three months ended September 30, 2024, FRE general, administrative and other expenses increased, driven by the following:

• $10.4 million increase primarily in office-related and other expenses due to increased headcount and our continued growth.

• The remaining net change was across various categories, driven by our continued growth.

FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

FRE General, Administrative and Other Expenses .

For the nine months ended September 30, 2024, FRE general, administrative and other expenses increased, driven by the following:

• $28.3 million increase primarily in office-related and other expenses due to increased headcount and our continued growth.

• $7.1 million increase in occupancy costs, driven by additional leased space to accommodate our continued growth.

• $6.7 million increase in distribution costs, primarily related to our Real Estate products.

• The remaining net change was across various categories, driven by our continued growth.

The increase in FRE general, administrative and other expenses was driven by higher operating expenses across various categories, driven by our continued growth.

Non-GAAP Reconciliations

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Please see “—Non-GAAP Analysis” for important information regarding these measures.

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

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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DE performance revenues compensation 1,918 —

IPI Acquisition-related catch-up fees payable to sellers (19,319) —

Equity-based compensation - other 75,192 46,150

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Equity-based compensation - Business Combination grants 11,485 17,460

Acquisition-related cash earnout amortization — 6,567 — 19,163

Acquisition-related cash amortization 2,629 —

Capital-related compensation 1,201 913

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Distributable Earnings $ 262,516 $ 240,099

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

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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DE performance revenues (2,257) —

IPI Acquisition-related catch-up fees payable to sellers (19,319) —

Reimbursed expenses (52,834) (37,452)

FRE Revenues $ 620,192 $ 486,548

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

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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Equity-based compensation - Business Combination grants (11,485) (17,460)

Acquisition-related cash earnout amortization — (6,567) — (19,163)

Acquisition-related cash amortization (2,629) —

Capital-related compensation (1,201) (913)

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FRE Compensation and Benefits $ 187,922 $ 138,666

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

Three Months Ended March 31,

(dollars in thousands) 2025 2024

GAAP General, Administrative and Other Expenses $ 190,779 $ 76,748

Equity-based compensation - acquisition-related (61,498) —

Transaction Expenses (25,186) (8,222)

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FRE General, Administrative and Other Expenses $ 77,283 $ 52,371

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

Three Months Ended March 31,

(dollars in thousands) 2025 2024

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We rely on management fees as the primary source of our operating liquidity.

From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis.

From time to time we may rely on the use of our Revolving Credit Facility (as defined in Note 7 to our Financial Statements) between management fee collection dates, which generally occur on a quarterly basis.

We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.

We ended the third quarter of 2024 with $115.9 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility.

We ended the first quarter of 2025 with $97.6 million of cash and cash equivalents and approximately $1.0 billion available under our Revolving Credit Facility.

Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.

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• Repay debt obligations and interest thereon;

• Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs.

• Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs (as defined in Note 1 to our Financial Statements);

• Pay income taxes and amounts due under the TRA;

• Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.

• Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units and Incentive Units at the Blue Owl Operating Group level;

• Fund debt and equity investment commitments to existing or future products.

Debt Obligations

As of September 30, 2024, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).

We also had $90.0 million outstanding under our Revolving Credit Facility as of September 30, 2024.

Subsequent to the quarter ended September 30, 2024, the full amount outstanding under our Revolving Credit Facility was repaid.

As of March 31, 2025, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).

We also had $730.0 million outstanding under our Revolving Credit Facility as of March 31, 2025.

We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders.

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We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute stockholders.

See Note 7 to our Financial Statements and Note 4 to the financial statements in our Annual Report for additional information regarding our debt obligations.

In September 2024, the Issuer (as defined in Note 7 to our Financial Statements) commenced an offer to exchange the Notes for newly issued registered notes with substantially similar terms of the respective series of Notes sought to be exchanged (the “Exchange Notes”).

The Exchange Notes settled on October 28, 2024 and approximately 99.8% of the Notes had been validly tendered, which consisted of $59.8 million aggregate principal amount of 2028 Notes, $697.2 million aggregate principal amount of 2031 Notes, $397.3 million aggregate principal amount of 2032 Notes, $999.4 million aggregate principal amount of 2034 Notes and $350.0 million aggregate principal amount of 2051 Notes.

See Note 7 to our Financial Statements for additional information regarding our debt obligations.

Tax Receivable Agreement

As discussed in Note 8 to our Financial Statements, we made a payment under the TRA and may in the future be required to make additional payments.

As of September 30, 2024, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.3 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).

Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.

As of March 31, 2025, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.6 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).

Future cash savings and related payments under the TRA in respect of subsequent exchanges of Common Units for Class A or B Shares would be in addition to these amounts.

Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.

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• The amount and timing of our taxable income will impact the payments to be made under the TRA.

To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced.

• The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange;

To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Group’s assets, payments required under the TRA would be reduced.

• The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Group’s assets resulting from such exchange;

payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.

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Share Repurchases and RSUs Withheld for Tax Withholding

On May 4, 2022, our Board authorized the repurchase of up to $150.0 million of Class A Shares (the “Program”).

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

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

The Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the Program or (ii) December 31, 2024.

There were no repurchases made under the Program during the three and nine months ended September 30, 2024 and 2023.

On February 5, 2025, Blue Owl’s Board authorized the 2025 Program (as defined in Note 1 to our Financial Statements).

Under the 2025 Program, up to $150.0 million of Class A Share 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.

Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations.

In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash.

During the three and nine months ended September 30, 2024, 950,196 RSUs with a fair value of $16.8 million and 1,951,014 RSUs with a fair value of $34.9 million, respectively, were withheld to satisfy tax withholding obligations.

During the three and nine months ended September 30, 2023, 542,167 RSUs with a fair value of $6.4 million and 901,113 RSUs with a fair value of $11.2 million, respectively, were withheld to satisfy tax withholding obligations.

During the three months ended March 31, 2025 and 2024, 2,230,158 RSUs with a fair value of $53.4 million and 969,149 RSUs with a fair value of $17.4 million, respectively, were withheld to satisfy tax withholding obligations.

Earnout Liability

The Oak Street Cash Earnouts and the Wellfleet Earnouts (each as defined in Note 3 in our Annual Report), and the KAM Earnouts (as defined in Note 3 to the Financial Statements) are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur.

The KAM Earnouts and the Wellfleet Earnouts (each defined in Note 3 in our Annual Report) are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur.

As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.

To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future.

For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements, as well as Note 3 to the financial statements in our Annual Report.

The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 to the Financial Statements) are payable in Class A Shares or Common Units.

For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements in our Annual Report.

The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 in our Annual Report) are payable in Class A Shares or Common Units.

As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and the achievement of certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.

Additionally, as of March 31, 2025, we have accrued an earnout liability related to the IPI Acquisition.

This liability is contingent upon additional commitments to the Blue Owl Digital Infrastructure Fund III and is based on the size of these commitments.

A portion of this liability pertains to the pro-rated catch-up management fees earned with each subsequent close.

These fees are payable in cash and are expected to be paid to the sellers later in 2025, after we have collected the catch-up fees from the fund.

The remaining earnout liability represents the estimated fair value of additional Common Units we anticipate issuing to the sellers.

The value of these Common Units is driven by the size of commitments to the Blue Owl Digital Infrastructure Fund III and such Common Units are expected to be issued later in 2025, following the final closing of the fund.

For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.

Dividends and Distributions

Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for the current fiscal year, which will be reassessed on an annual basis.

For the third quarter of 2024, we declared a dividend of $0.18 to holders of record as of the close of business on November 11, 2024, which will be paid on November 22, 2024.

For the first quarter of 2025, we declared a dividend of $0.225 to holders of record as of the close of business on May 14, 2025, which will be paid on May 28, 2025.

We set the target annual dividend for fiscal year 2025 at $0.90 per Class A Share (representing a fixed quarterly dividend of $0.225 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.

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When setting our dividend, our Board considers Blue Owl’s share of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions;

to provide for future cash requirements such as tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter;

to provide for future cash requirements such as TRA and tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter;

or to comply with applicable law and the Company’s contractual obligations.

All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.

The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners.

Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S.

federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements).

Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.

Blue Owl Holdings will make cash distributions (“Tax Distributions”) to its partners, including to Blue Owl GP, if we determine that the taxable income of Blue Owl Holdings will give rise to taxable income for its partners.

Generally, Tax Distributions will be computed based on our estimate of the taxable income of Blue Owl Holdings allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S.

Tax Distributions will be made only to the extent distributions from the Blue Owl Holdings for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.

Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.

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Cash Flows Analysis

Nine Months Ended September 30,

Three Months Ended March 31,

(dollars in thousands) 2025 2024 $ Change

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Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations.

One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense.

Net cash flows from operating activities increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.

Included in the nine months ended September 30, 2024 were the cash outflows of the portion of the Second Oak Street Earnout classified as contingent consideration in excess of the acquisition-date fair value that settled in January 2024;

the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.

Included in the nine months ended September 30, 2023 were the cash outflows of the portion of the First Oak Street Earnout classified as contingent consideration that settled in January 2023;

One of our largest operating cash outflows generally relates to year-end bonuses, which are generally paid out during the first quarter of the year following the year in which the expense was incurred (e.g., 2024 year-end bonuses are paid out during the first quarter of 2025).

Net cash flows from operating activities decreased from the prior year period due to higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year, partially offset by higher management fees.

Included in the three months ended March 31, 2024 were the cash outflows of the portion of the Second Oak Street Earnout classified as contingent consideration in excess of the acquisition-date fair value that settled in January 2024;

the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.

Investing Activities.

Cash flows from investing activities for the nine months ended September 30, 2024 were primarily related to cash consideration paid in connection with the KAM Acquisition and Atalaya Acquisition, a preferred equity investment in Kuvare UK Holdings, investments in our products and cash outflows for office space-related leasehold improvements.

In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.

Cash flows from investing activities for the nine months ended September 30, 2023, were primarily related to purchases of investments in our Real Estate products, cash outflows related to office space-related leasehold improvements, as well as cash consideration paid in connection with the Par Four Acquisition (as defined in Note 1 to our Financial Statements).

In addition, investment activities included inflows from repayments on our notes receivable.

Cash flows from investing activities for the three months ended March 31, 2025 were primarily related to cash consideration paid in connection with the IPI Acquisition, investments in our products and cash outflows for office space-related leasehold improvements.

In addition, investment activities included inflows from redemptions from a product we manage.

Cash flows from investing activities for the three months ended March 31, 2024 were primarily related to purchases of investments in our products and cash outflows for office space-related leasehold improvements.

In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage.

Financing Activities.

Cash flows from financing activities for the nine months ended September 30, 2024 were primarily related to the issuance of our 2034 Notes and borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance the Prima Acquisition, the KAM Acquisition and the Atalaya Acquisition.

Cash flows from financing activities for the three months ended March 31, 2025 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used, in part, to finance the IPI Acquisition.

In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares.

Included in the nine months ended September 30, 2024 was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.

Cash flows from financing activities for the nine months ended September 30, 2023 were primarily driven by dividends on our Class A Shares and related distributions on our Common Units (noncontrolling interests).

In addition, we had borrowings and repayments under our Revolving Credit Facility, as well as the issuance of our 2028 Notes, which borrowings were used to finance working capital needs and general capital purposes.

Included in the nine months ended September 30, 2023, were a portion of the cash outflows related to the First Oak Street Earnout classified as contingent consideration that settled in January 2023.

Cash flows from financing activities for the three months ended March 31, 2024 were primarily related to borrowing and repayment activity under our Revolving Credit Facility,which borrowings were used to finance working capital needs and general capital purposes.

In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares.

Included in the three months ended March 31, 2024, was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.

Critical Accounting Estimates

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These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainty.

For a summary of our significant accounting policies, see Note 2 to our Financial Statements and the financial statements in our Annual Report.

For a summary of our significant accounting policies, see Note 2 to our Financial Statements.

Estimation of Fair Values

Investments Held by our Products

The fair value of the investments held by our products in our Credit and Real Estate platforms is the primary input to the calculation for the majority of our management fees.

Management fees from our GP Strategic Capital and other Real Estate products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products.

The fair value of the investments held by our products in our Credit and Real Assets platforms is the primary input to the calculation for the majority of our management fees.

Management fees from our GP Strategic Capital and other Real Assets products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products.

However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses.

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TRA Liability

We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition.

We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition (as defined in Note 1 to our Financial Statements).

The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions.

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The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods.

Changes in the estimated fair values of this liability may have a material impacts on our results of operations in any given period, as any increases in this liability has a corresponding negative impact on our GAAP results of operations.

Changes in the estimated fair value of this liability may have a material impact on our results of operations in any given period, as any increase in this liability has a corresponding negative impact on our GAAP results of operations.

See Note 4 to our Financial Statements for additional details.

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Equity-based Compensation

The grant-date fair values of our RSU and Incentive Unit (both defined in Note 1 to our Financial Statements) grants, as well as the compensation-classified earnouts are generally determined using our 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 for lack of marketability on RSUs and Incentive Units that are subject to post-vesting transfer restrictions.

The grant-date fair values of our RSU and Incentive Unit (each defined in Note 1 to our Financial Statements) grants, as well as the compensation-classified earnouts, are generally determined using our 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 for lack of marketability for grants subject to post-vesting transfer restrictions.

The higher these discounts, the lower the compensation expense taken over time for these grants.

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Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated.

In light of the relevantly insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.

In light of the relatively insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.

Impact of Changes in Accounting on Recent and Future Trends

We believe that none of the changes to GAAP that went into effect during the nine months ended September 30, 2024, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.

We believe that none of the changes to GAAP that went into effect during the three months ended March 31, 2025, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis