1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the fiscal quarter ended September 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
+Added: During the fiscal quarter ended March 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
See Exhibit Index on the following page.
1 unchanged sentence
Exhibit Number Description
−Removed: Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.
−Removed: Current Report on Form 8-K filed on May 21, 2021)
−Removed: Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.
−Removed: Current Report on Form 10-Q filed on May 5, 2022)
+Added: Amended and Restated Certificate of Incorporation of Blue Owl Capital Inc.
Amended and Restated Bylaws of Blue Owl Capital Inc.
1 unchanged sentence
Quarterly Report on Form 10-Q filed on November 9, 2021)
−Removed: Registration Rights and Lock-Up Agreement, dated July 1, 2024, by and among Blue Owl Capital Inc., Makena Strategic Opportunities Fund -- KH, LLC, KIS Holdings Ltd., KIS Participation LP, Kuvare Insurance Services LLC and other sellers party thereto (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.
−Removed: Current Report on Form 8-K filed on July 2, 2024)
−Removed: Indenture dated as of June 10, 2021 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.
−Removed: Current Report on Form 8-K filed on June 10, 2021)
−Removed: Sixth Supplemental Indenture, dated as of September 10, 2024, among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.
−Removed: Current Report on Form 8-K filed on September 10, 2024)
−Removed: Second Amendment to the Amended and Restated Credit Agreement, dated as of July 23, 2024, by and among Blue Owl Finance LLC, the guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.
−Removed: (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.
−Removed: Current Report on Form 8-K filed on July 23, 2024)
+Added: Second Amended and Restated Tax Receivable Agreement, dated as of April 1, 2025, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP (solely for purposes of Section 7.18(b) thereto), each of the Partners (as defined therein) party thereto and the other parties from time to time party thereto
+Added: Second Amended and Restated Investor Rights Agreement, dated as of April 1, 2025, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto and the other parties from time to time party thereto
+Added: Third Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP
+Added: Second Amended and Restated Blue Owl Capital Inc.
+Added: 2021 Omnibus Equity Incentive Plan
+Added: Third Amended and Restated Exchange Agreement, dated as of April 1, 2025, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital GP LLC and the Blue Owl Limited Partners (as defined therein) from time to time party thereto
Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
8 unchanged sentences
101* Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (i) the Consolidated Statements of Financial Condition as of September 30, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 and (v) the Notes to the Consolidated Financial Statements
+Added: (i) the Consolidated Statements of Financial Condition as of March 31, 2025 and December 31, 2024, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024, and (v) the Notes to the Consolidated Financial Statements
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
+Added: The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request
+Added: + Indicates a management or compensatory plan
* Filed herewith
2 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: November 6, 2024
Blue Owl Capital Inc.
3 unchanged sentences
INDEX TO FINANCIAL STATEMENTS
−Removed: Consolidated Statements of Financial Condition as of September 30, 2024 and December 31, 2023
−Removed: Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023
−Removed: Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023
−Removed: Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023
+Added: Consolidated Statements of Financial Condition as of March 31, 2025 and December 31, 2024
+Added: Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024
+Added: Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024
+Added: Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024
Notes to Consolidated Financial Statements F- 7
2 unchanged sentences
(Dollars in Thousands, Except Per Share Data)
−Removed: September 30,
2025 December 31,
15 unchanged sentences
1,442,973 1,412,300
−Removed: Warrant liability, at fair value 40,550 22,600
Earnout liability, at fair value 306,206 168,441
18 unchanged sentences
(Dollars in Thousands, Except Per Share Data)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Management fees, net (includes Part I Fees of $ 132,556 and $ 120,161 respectively)
32 unchanged sentences
(Dollars in Thousands, Except Per Share Data)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Class A Shares Par Value
1 unchanged sentence
Shares delivered on vested RSUs — 1
−Removed: Class A Shares issued in connection with Prima Acquisition — — 1 —
−Removed: Class A Shares issued in connection with Kuvare Acquisition 2 — 2 —
Class C Shares and Common Units exchanged for Class A Shares 2 3
3 unchanged sentences
Settlement of Oak Street Earnout Securities — 1
−Removed: Common Units and Class C Shares issued in connection with Prima Acquisition — — 1 —
−Removed: Common Units and Class C Shares issued in connection with Atalaya Acquisition 2 — 2 —
+Added: Class C Shares and Common Units issued in connection with IPI Acquisition 4 —
Class C Shares and Common Units exchanged for Class A Shares ( 1 ) ( 3 )
−Removed: Shares delivered on vested Common Units 1 — 1 —
−Removed: Class D Shares exchanged for Class C Shares — 1 — 1
Ending Balance $ 61 $ 61
1 unchanged sentence
Beginning balance $ 31 $ 32
−Removed: Class D Shares and Common Units exchanged for Class A Shares ( 1 ) — ( 1 ) —
Ending Balance $ 31 $ 32
1 unchanged sentence
Beginning balance $ 3,269,239 $ 2,410,982
−Removed: Offering costs related to shares issued in connection with acquisitions ( 245 ) — ( 245 ) —
−Removed: Equity classified contingent consideration in connection with Wellfleet Acquisition — — — ( 969 )
Deferred taxes on capital transactions 19,011 158,788
3 unchanged sentences
Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 376,234 166,973
−Removed: Class A Shares issued in connection with Prima Acquisition — — 109,827 —
−Removed: Class A Shares issued in connection with Kuvare Acquisition 417,466 — 417,466 —
Ending Balance $ 3,579,592 $ 2,568,949
9 unchanged sentences
(Dollars in Thousands, Except Per Share Data)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Stockholders’ Equity Attributable to Noncontrolling Interests
5 unchanged sentences
Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 376,234 ) ( 166,973 )
−Removed: Common Units and Class C Shares issued in connection with Prima Acquisition — — 27,195 —
−Removed: Common Units and Class C Shares issued in connection with Atalaya Acquisition 385,108 — 385,108 —
+Added: Common Units and Class C Shares issued in connection with IPI Acquisition 922,171 —
Comprehensive income 29,240 86,922
5 unchanged sentences
Shares delivered on vested RSUs 2,811,835 1,252,343
−Removed: Class A Shares issued in connection with Prima Acquisition — — 6,352,047 —
−Removed: Class A Shares issued in connection with Kuvare Acquisition 23,519,636 — 23,519,636 —
Class C Shares and Common Units exchanged for Class A Shares 12,698,156 34,128,398
3 unchanged sentences
Beginning balance 579,980,769 632,486,822
−Removed: Common Units and Class C Shares issued in connection with Prima Acquisition — — 1,572,883 —
−Removed: Common Units and Class C Shares issued in connection with Atalaya Acquisition 20,016,013 — 20,016,013 —
+Added: Common Units and Class C Shares issued in connection with IPI Acquisition 39,091,754 —
Class C Shares and Common Units exchanged for Class A Shares ( 12,698,156 ) ( 34,128,398 )
Shares delivered on vested Common Units 1,186,802 513,267
−Removed: Class D Shares exchanged for Class C Shares 1,730,000 1,370,000 1,730,000 1,370,000
Settlement of Oak Street Earnout Units — 13,037,165
3 unchanged sentences
Class D Shares and Common Units exchanged for Class A Shares ( 1,796,206 ) ( 1,073,004 )
−Removed: Class D Shares exchanged for Class C Shares ( 1,730,000 ) ( 1,370,000 ) ( 1,730,000 ) ( 1,370,000 )
Ending Balance 308,619,203 316,016,619
3 unchanged sentences
(Dollars in Thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Cash Flows from Operating Activities
5 unchanged sentences
Amortization of debt discounts and deferred financing costs 1,932 1,326
+Added: Non-cash interest and dividend income ( 8,573 ) —
Non-cash lease expense 2,268 19,861
Payment of earnout liability in excess of acquisition-date fair value — ( 13,137 )
−Removed: Net gains on investments, net of dividends on equity-method investments ( 2,271 ) ( 2,415 )
+Added: Net (gains) losses on investments, net of dividends on equity-method investments 8,358 ( 818 )
Change in TRA liability 4,276 ( 1,019 )
8 unchanged sentences
Accounts payable, accrued expenses and other liabilities 19,379 ( 2,536 )
−Removed: Net Cash (Used in) Provided by Operating Activities 675,536 640,796
+Added: Net Cash Provided by Operating Activities 17,586 47,247
Cash Flows from Investing Activities
3 unchanged sentences
Cash consideration paid for acquisitions, net of cash acquired ( 204,707 ) —
−Removed: Net Cash (Used in) Provided by Investing Activities ( 591,865 ) ( 94,110 )
+Added: Net Cash Used in Investing Activities ( 197,023 ) ( 15,331 )
Cash Flows from Financing Activities
−Removed: Offering costs related to the Acquisitions ( 245 ) —
Proceeds from debt obligations 959,997 720,000
Debt issuance costs ( 12 ) 66
−Removed: Repayments of debt obligations, including retirement costs ( 1,155,000 ) ( 700,000 )
+Added: Repayments of debt obligations ( 360,000 ) ( 330,000 )
Payment of earnout liability, up to acquisition-date fair value — ( 69,738 )
−Removed: Equity-classified awards settled in cash — ( 3,186 )
Payments under the TRA ( 53,110 ) ( 28,166 )
3 unchanged sentences
Distributions to noncontrolling interests ( 267,746 ) ( 204,384 )
−Removed: Net Cash Provided by (Used in) Financing Activities ( 71,929 ) ( 538,070 )
+Added: Net Cash Provided by Financing Activities 124,966 19,683
Net Increase (Decrease) in Cash and Cash Equivalents ( 54,471 ) 51,599
7 unchanged sentences
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
Blue Owl Capital Inc.
(the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager.
−Removed: Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real Estate platforms on behalf of institutional and private wealth clients.
−Removed: The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management.
+Added: Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real Assets platforms on behalf of institutional and private wealth clients.
+Added: The Company operates through one operating and reportable segment that provides asset management services to clients.
+Added: The Company’s, and therefore the single segment’s, primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management.
The Company generates substantially all of its revenues in the United States.
−Removed: The Company operates through one operating and reportable segment.
−Removed: This single reportable segment reflects how the chief operating decision makers allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with predominantly a single expense pool.
−Removed: The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings”) and Blue Owl Capital Carry LP (“Blue Owl Carry”).
−Removed: Blue Owl Holdings and Blue Owl Carry are referred to, collectively, as the “Blue Owl Operating Partnerships,” and collectively with their consolidated subsidiaries, as the “Blue Owl Operating Group.” The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital GP Holdings LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”), which are directly or indirectly wholly owned subsidiaries of the Registrant.
−Removed: Business Combination, Including Dyal Acquisition
−Removed: On May 19, 2021, the Business Combination was completed resulting from transactions contemplated by the business combination agreement dated as of December 23, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and the Dyal Capital Partners business acquired from Neuberger Berman Group LLC (the “Dyal Acquisition”).
−Removed: Oak Street Acquisition
−Removed: On December 29, 2021, the Company completed its acquisition of Blue Owl Real Estate Capital, LLC (f/k/a Oak Street Real Estate Capital, LLC) and its advisory business (the “Oak Street Acquisition”).
−Removed: Wellfleet Acquisition
−Removed: On April 1, 2022, the Company completed its acquisition of Blue Owl Liquid Credit Partners (f/k/a Wellfleet Credit Partners, LLC), a manager of collateralized loan obligations (“CLOs”) (the “Wellfleet Acquisition”).
−Removed: Par Four Acquisition
−Removed: On August 15, 2023, the Company acquired the rights to certain CLO management agreements, related assets and personnel from Par Four CLO Management LLC (the “Par Four Acquisition”).
−Removed: CHI Acquisition
−Removed: On December 1, 2023, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Cowen Healthcare Investments (the “CHI Acquisition”).
−Removed: Prima Acquisition
−Removed: On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC (“Prima”) (the “Prima Acquisition”).
+Added: The Company’s Chief Operating Decision Makers (“CODMs”) are its Co-CEOs.
+Added: The Company concluded that it has a single operating segment, as this reflects how the CODMs allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with a single expense pool.
+Added: The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings,” and collectively with its consolidated subsidiaries, the “Blue Owl Operating Group”).
+Added: The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC and certain other directly or indirectly wholly owned subsidiaries of the Registrant (collectively, “Blue Owl GP”).
+Added: On April 1, 2025, the Company completed the previously announced “Internal Reorganization,” pursuant to which, among other things, Blue Owl Capital Carry LP (“Blue Owl Carry”) became a wholly owned subsidiary of Blue Owl Holdings.
+Added: Prior to the Internal Reorganization, Blue Owl Holdings and Blue Owl Carry were referred to, collectively, as the “Blue Owl Operating Partnerships.” 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.
+Added: Business Combination and Acquisitions
+Added: On May 19, 2021, the transactions contemplated by the business combination agreement dated as of December 23, 2020 (as was amended, modified, supplemented or waived from time to time) (the “Business Combination”), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (“Neuberger”), which included the acquisition of the Dyal Capital Partners business from Neuberger (the “Dyal Acquisition”).
+Added: On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (now, Blue Owl Real Estate Capital, LLC), a diversified real estate investment firm, and its advisory business (the “Oak Street Acquisition”).
+Added: On April 1, 2022, the Company completed its acquisition of Wellfleet Credit Partners, LLC (now, Blue Owl Liquid Credit Partners) (“Wellfleet”), a manager of collateralized loan obligations (“CLOs”) (the “Wellfleet Acquisition”).
+Added: On August 15, 2023, the Company acquired the rights to certain CLO management agreements, related assets and personnel from Par Four CLO Management LLC, a CLO manager (the “Par Four Acquisition”).
+Added: On December 1, 2023, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Cowen Healthcare Investments, a life sciences investment manager (the “CHI Acquisition”).
+Added: On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC, a real estate lender (“Prima”) (the “Prima Acquisition”).
+Added: On July 1, 2024, the Company completed its acquisition of Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (“KAM”), a boutique investment management firm focused on providing asset management services to the insurance industry (the “KAM Acquisition”).
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: KAM Acquisition
−Removed: On July 1, 2024, the Company completed its acquisition of Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (“KAM”), a boutique investment management firm focused on providing asset management services to the insurance industry (the “KAM Acquisition”).
−Removed: Atalaya Acquisition
−Removed: On September 30, 2024, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (“Atalaya”) and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition,” and collectively with the Dyal Acquisition, Oak Street Acquisition, Wellfleet Acquisition, Par Four Acquisition, CHI Acquisition, Prima Acquisition and KAM Acquisition, the “Acquisitions”).
+Added: March 31, 2025
+Added: On September 30, 2024, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (“Atalaya”) and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition”).
+Added: On January 3, 2025, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from digital infrastructure fund manager IPI Partners, LLC (the “IPI Acquisition”), a joint venture between an affiliate of ICONIQ Capital, LLC (“ICONIQ”) and an affiliate of Iron Point Partners.
+Added: The IPI Acquisition collectively with the acquisitions listed above are referred to as the “Acquisitions.”
+Added: In addition, in connection with the IPI Acquisition, the Company entered into a services agreement with ICONIQ (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to the Company or its subsidiaries.
+Added: See Note 10 for additional information regarding the Services Agreement.
Registrant’s Capital Structure
−Removed: The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of September 30, 2024:
−Removed: September 30, 2024
+Added: The following table presents the number of shares of the Registrant and RSUs that were outstanding as of March 31, 2025:
+Added: March 31, 2025
Class A Shares 625,652,391
2 unchanged sentences
RSUs 30,193,865
−Removed: Private Placement Warrants 5,000,000
Class A Shares —Shares of Class A common stock that are publicly traded.
Class A stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”).
−Removed: As of September 30, 2024, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represent a combined 20 % of the total voting power of all shares.
+Added: As of March 31, 2025, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represented a combined 20 % of the total voting power of all shares.
Class B Shares —Shares of Class B common stock that are not publicly traded.
Class B stockholders are entitled to dividends in the same amount per share as declared on Class A Shares.
−Removed: As of September 30, 2024, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represent a combined 80 % of the total voting power of all shares.
+Added: As of March 31, 2025, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represented a combined 80 % of the total voting power of all shares.
Class C Shares —Shares of Class C common stock that are not publicly traded.
11 unchanged sentences
RSU grants are accounted for as equity-based compensation.
−Removed: See Note 10 and the Company’s Annual Report for additional information.
+Added: See Note 10 for additional information.
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: Warrants —The Company has warrants outstanding that were issued in connection with the Business Combination (“Private Placement Warrants”).
−Removed: The Private Placement Warrants currently have a strike price of $ 11.12 and will expire on May 19, 2026.
−Removed: Blue Owl Operating Partnerships’ Capital Structure
−Removed: The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of September 30, 2024, which interests are collectively referred to as “Blue Owl Operating Group Units”:
−Removed: Units September 30, 2024
+Added: March 31, 2025
+Added: Blue Owl Operating Group’s Capital Structure
+Added: The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of March 31, 2025, which interests are collectively referred to as “Blue Owl Operating Group Units”:
+Added: Units March 31, 2025
GP Units 625,652,391
1 unchanged sentence
Incentive Units 29,286,006
−Removed: GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships.
−Removed: The GP Units are general partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group.
+Added: GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in Blue Owl Holdings (as well as Blue Owl Carry prior to the Internal Reorganization).
+Added: The GP Units represent the Registrant’s economic ownership in the Blue Owl Operating Group.
For each Class A Share and Class B Share outstanding, the Registrant indirectly holds an equal number of GP Units.
−Removed: References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships.
−Removed: References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of the Acquisitions and Common Units exchanged for Class A Shares.
−Removed: Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships.
+Added: References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant due to the Acquisitions, as well as Common Units exchanged for Class A Shares.
+Added: Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in Blue Owl Holdings (as well as Blue Owl Carry prior to the Internal Reorganization).
Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if held by a non-Principal) or Class B Shares (if held by a Principal).
Common Unit exchanges may be settled in cash at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering.
−Removed: References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant.
Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled.
Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units.
−Removed: Incentive Units —Incentive Units are Class P limited partner interests in the Blue Owl Operating Partnerships granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions, as further discussed in Note 10 to the Financial Statements and Note 8 to the financial statements in our Annual Report.
+Added: Incentive Units —Incentive Units are Class P limited partner interests in Blue Owl Holdings (as well as Blue Owl Carry prior to the Internal Reorganization) granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions.
Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees.
A vested Incentive Unit may convert into a Common Unit upon becoming economically equivalent on a tax basis to a Common Unit.
−Removed: Once vested, Incentive Unitholders are entitled to distributions in the same amount per unit as declared on GP Units and Common Units.
+Added: Once vested, holders of Incentive Units (“Incentive Unitholders”) are entitled to distributions in the same amount per unit as declared on GP Units and Common Units.
Unvested Incentive Unitholders generally are not entitled to distributions;
1 unchanged sentence
As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
Share Repurchases and RSUs Withheld for Tax Withholding
−Removed: On May 4, 2022, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares.
−Removed: Under the repurchase program (the “Program”), repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise.
−Removed: The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.
−Removed: 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.
−Removed: There were no repurchases made under the Program during the three and nine months ended September 30, 2024 and 2023.
+Added: On February 5, 2025, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares (the “2025 Program”).
+Added: Under the 2025 Program, repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.
+Added: 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.
+Added: 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.
+Added: There were no repurchases made under the 2025 Program or any prior repurchase programs during the three months ended March 31, 2025 and 2024.
Pursuant to the terms of the Company’s RSU awards, upon the vesting of RSUs to employees, the Company net settles awards to satisfy employee tax withholding obligations.
In such instances, the Company cancels a number of RSUs equivalent in value to the amount of tax withholding payments that the Company is making on behalf of employees out of available cash.
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
The following table presents RSUs withheld to satisfy tax withholding obligations during each of the indicated periods:
−Removed: Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Number of RSUs withheld to satisfy tax withholding obligations 2,230,158 969,149
Acquisitions-Related Earnouts
−Removed: In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units and corresponding Class C Shares (collectively, the “Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events were based on achieving a certain level of quarterly management fee revenues from the Company’s Real Estate products.
−Removed: In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.
−Removed: In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout.
−Removed: See Note 3 to the financial statements in the Company’s Annual Report for additional information.
−Removed: In connection with the Wellfleet Acquisition, the Company agreed to make additional payments of cash (“Wellfleet Earnout Cash”) and Class A Shares (“Wellfleet Earnout Shares” and collectively with the Wellfleet Earnout Cash, the “Wellfleet Earnouts”) to the sellers in three tranches at each anniversary following the closing of the transaction for three years , contingent upon the continued employment of certain employees associated with the Wellfleet Acquisition (“Wellfleet Triggering Events”).
−Removed: In April 2023, the Company modified the Wellfleet Earnout Shares arrangement, such that the settlement of the Wellfleet Earnout Shares would be in cash at each payment date, including the settlement of the First Wellfleet Earnouts during the second quarter of 2023.
−Removed: In April 2024, the Wellfleet Triggering Event occurred with respect to the Second Wellfleet Earnout.
−Removed: See Note 3 to the financial statements in the Company’s Annual Report for additional information.
−Removed: In connection with the Prima Acquisition, KAM Acquisition and Atalaya Acquisition, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events.
−Removed: See Note 3 for additional information.
+Added: In connection with certain Acquisitions, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events.
+Added: See Note 3 for information regarding earnout arrangements related to the IPI Acquisition.
+Added: See Note 1 and Note 3 to the financial statements included in the Company’s Annual Report (as defined below) for additional information regarding earnout arrangements for certain other acquisitions.
Common Unit Exchanges
From time to time, the Company exchanges Common Units and Class C Shares for an equal number of Class A Shares.
−Removed: As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and TRA liability in connection with the exchanges.
+Added: As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and tax receivable agreement (“TRA”) liability in connection with the exchanges.
See the consolidated statements of changes in stockholders’ equity for these amounts.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1 unchanged sentence
These unaudited, interim, consolidated financial statements (“Financial Statements”) are prepared in accordance with U.S.
−Removed: generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).
+Added: generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.
All intercompany transactions and balances have been eliminated in consolidation.
2 unchanged sentences
The Company’s comprehensive income is comprised solely of consolidated net income (i.e., the Company has no other comprehensive income).
−Removed: These interim Financial Statements should be read in conjunction with the annual report for the year ended December 31, 2023, filed with the SEC on Form 10-K (“Annual Report”).
−Removed: During the third quarter of 2024, the Company revised certain Credit platform investment strategies presented in Note 9.
−Removed: Prior period amounts have been reclassified to conform to the current period presentation.
−Removed: For details about Blue Owl’s significant accounting policies, see Note 2 to the consolidated financial statements in the Company’s Annual Report.
−Removed: Preferred Equity Investment
−Removed: The Company has elected the fair value option for its preferred equity investment in Kuvare UK Holdings in order to simplify the accounting for this instrument, and therefore changes in unrealized gains or losses are included in current-period earnings within net gains (losses) on investments in the consolidated statements of operations.
−Removed: Dividends compound quarterly, are payable when declared, and are included within interest and dividend income in the consolidated statements of operations.
−Removed: Additional disclosures related to fair value are included in Note 4.
+Added: These interim Financial Statements should be read in conjunction with the annual report for the year ended December 31, 2024, filed with the SEC on Form 10-K (the “Annual Report”).
Use of Estimates
4 unchanged sentences
(iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets;
−Removed: (v) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation and (vi) the qualitative and quantitative assessments of whether impairments of intangible assets and goodwill exist.
+Added: (v) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation;
+Added: and (vi) the qualitative and quantitative assessments of whether impairments of intangible assets and goodwill exist.
Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are assumptions about the Company’s strategic plans with regard to its operations.
2 unchanged sentences
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
New Accounting Pronouncements
−Removed: The Company considers the applicability and impact of all ASUs issued by the FASB.
+Added: The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the FASB.
ASUs not listed below were not applicable, not expected to have a material impact on the Company’s Financial Statements when adopted or did not have a material impact on the Company’s Financial Statements upon adoption.
1 unchanged sentence
Method of Adoption Impact on Financial Statements
−Removed: ASU 2023-07 - Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures The guidance requires incremental disclosures related to a public entity’s reportable segment disclosure requirements.
−Removed: The amendments are as follows:
−Removed: • Introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”).
−Removed: • Extend certain annual disclosures to interim periods.
−Removed: • Clarify single reportable segment entities must apply ASC 280 in its entirety.
−Removed: • Require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: • Permit more than one measure of segment profit or loss to be reported under certain conditions.
−Removed: The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.
−Removed: Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements.
−Removed: The Company plans to adopt the ASU beginning with the 2024 Form 10-K.
−Removed: The Company is currently evaluating the impact of the required disclosures for entities with a single reportable segment, as well as the nature of other new quantitative and qualitative disclosures in the ASU.
ASU 2023-09—Income Taxes (Topic 740):
8 unchanged sentences
Retrospective application is permitted.
−Removed: The Company plans to adopt the ASU beginning with the 2025 Form 10-K.
+Added: The Company plans to adopt the ASU beginning with the Form 10-K for the fiscal year ending December 31, 2025.
The guidance will result in enhanced disclosures that will improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction.
+Added: ASU 2024-03 & ASU 2025-01 —Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40);
+Added: Disaggregation of Income Statement Expenses The ASU requires additional disclosures of the nature of expenses included in the income statement.
+Added: The guidance requires footnote disclosures in a tabular format, disaggregating certain costs and expenses that includes any of the following expenses:
+Added: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation.
+Added: All public business entities are required to adopt the ASU prospectively for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.
+Added: The Company plans to adopt the ASU beginning with the Form 10-K for the fiscal year ending December 31, 2027.
+Added: The guidance is expected to have minimal impact on the Company’s Consolidated Financial Statements presentation and disclosure because the relevant expenses are disaggregated in the Consolidated Statements of Operations.
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
ACQUISITIONS AND INTANGIBLE ASSETS, NET
−Removed: Prima Acquisition
−Removed: The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the Prima Acquisition:
−Removed: (dollars in thousands)
−Removed: Consideration
−Removed: Equity consideration (1)
−Removed: Cash consideration (2)
−Removed: Earnout consideration (3)
−Removed: Total Consideration $ 183,318
−Removed: Net Identifiable Assets Acquired and Goodwill
−Removed: Assets acquired:
−Removed: Cash and cash equivalents $ 158
−Removed: Due from related parties 2,005
−Removed: Operating lease assets 456
−Removed: Deferred tax assets 4,243
−Removed: Intangible assets - Investment management agreements 108,000
−Removed: Other assets, net 302
−Removed: Total assets acquired 115,164
−Removed: Liabilities assumed:
−Removed: Operating lease liabilities 456
−Removed: Deferred tax liabilities 1,730
−Removed: Accounts payable, accrued expenses and other liabilities 3,943
−Removed: Total liabilities assumed 6,129
−Removed: Net Identifiable Assets Acquired $ 109,035
−Removed: (1) Represents Class A Shares, Common Units and corresponding Class C Shares issued to Prima selling stockholders.
−Removed: The value of the Common Units was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one-to-one basis for Class A Shares.
−Removed: (2) Includes cash consideration paid for seller-related transaction expenses and indebtedness.
−Removed: (3) Represents the fair value of contingent consideration payable to sellers related to the Prima Earnouts.
−Removed: (4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.
−Removed: Approximately $ 14.0 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.
−Removed: The acquired investment management agreements had a weighted-average amortization period of 11.4 years from the date of acquisition.
−Removed: Prima’s results are included in the Company’s consolidated results starting from the date the acquisition closed, June 6, 2024.
−Removed: For the three and nine months ended September 30, 2024, the Company’s consolidated results included $ 4.9 million and $ 6.3 million, respectively, of GAAP revenues related to the acquired business.
−Removed: Given the Company operates through one operating and reportable segment, the impact of the Prima Acquisition to GAAP consolidated net income is not tracked on a standalone basis.
−Removed: The Company incurred $ 9.3 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: Prima Earnouts
−Removed: In connection with the Prima Acquisition, the sellers are entitled to receive additional consideration of up to $ 35.0 million (the "Prima Earnouts"), based on the performance of the acquired business during the earnout period, which period extends from the closing date to the fourth anniversary of the closing (the "Prima Earnout Period").
−Removed: Earnout payments are contingent on the acquired business achieving specified revenue milestones during any rolling 12-month period ("LTM Earnout Period") within the Earnout Period (the achievement of any such milestone, a “Prima Triggering Event”);
−Removed: provided that the first LTM Earnout Period will not occur until after June 6, 2025.
−Removed: The Prima Earnouts will be settled in Class A Shares and Common Units with corresponding Class C Shares.
−Removed: KAM Acquisition
−Removed: The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the KAM Acquisition:
−Removed: (dollars in thousands)
−Removed: Consideration
−Removed: Equity consideration (1)
−Removed: Cash consideration (2)
−Removed: Earnout consideration (3)
−Removed: Total Consideration $ 842,221
−Removed: Net Identifiable Assets Acquired and Goodwill
−Removed: Assets acquired:
−Removed: Cash and cash equivalents $ 10,741
−Removed: Deferred tax assets 1,749
−Removed: Intangible assets - Investment management agreements 568,000
−Removed: Other assets, net 8,307
−Removed: Total assets acquired 588,797
−Removed: Liabilities assumed:
−Removed: Accrued compensation 6,180
−Removed: Deferred tax liabilities 3,364
−Removed: Accounts payable, accrued expenses and other liabilities 5,121
−Removed: Total liabilities assumed 14,665
−Removed: Net Identifiable Assets Acquired $ 574,132
−Removed: (1) Represents Class A Shares issued to KAM selling stockholders.
−Removed: (2) Includes cash consideration paid for seller-related transaction expenses and indebtedness.
−Removed: (3) Represents the fair value of contingent consideration payable to sellers related to the KAM Earnouts.
−Removed: (4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.
−Removed: Approximately $ 531.0 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.
−Removed: The acquired investment management agreements had a weighted-average amortization period of 15.6 years from the date of acquisition.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: KAM’s results are included in the Company’s consolidated results starting from the date the acquisition closed, July 1, 2024.
−Removed: For the three and nine months ended September 30, 2024, the Company’s consolidated results included $ 17.8 million of GAAP revenues related to the acquired business.
−Removed: Given the Company operates through one operating and reportable segment, the impact of the KAM Acquisition to GAAP consolidated net income is not tracked on a standalone basis.
−Removed: The Company incurred $ 35.9 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.
−Removed: In connection with the KAM Acquisition, the sellers are entitled to receive additional consideration of up to $ 250.0 million (the "KAM Earnouts"), based on the acquired business achieving specified revenue growth milestones in each of calendar years 2025, 2026 and 2027 (each, a “KAM Earnout Period,” and the achievement of any such milestone, a “KAM Triggering Event”).
−Removed: The KAM Earnouts will be paid in cash following the conclusion of each respective KAM Earnout Period.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: Atalaya Acquisition
−Removed: The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the Atalaya Acquisition:
+Added: IPI Acquisition
+Added: The following table presents the consideration and net identifiable assets acquired and goodwill related to the IPI Acquisition:
(dollars in thousands)
6 unchanged sentences
Assets acquired:
+Added: Cash and cash equivalents $ 1,107
Due from related parties 40,550
6 unchanged sentences
Liabilities assumed:
−Removed: Deferred tax liabilities 4,831
+Added: Accrued compensation 227
+Added: Operating lease liabilities 982
Accounts payable, accrued expenses and other liabilities 5,040
1 unchanged sentence
Net Identifiable Assets Acquired $ 381,856
−Removed: (1) A product managed by the Company received 20 % of the consideration presented above as a result of a passive, minority stake it held in the business acquired.
−Removed: (2) Represents Common Units issued to sellers at fair value, which was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one-to-one basis for Class A Shares.
−Removed: (3) Includes $ 9.8 million of cash consideration paid in October 2024.
−Removed: (4) Represents the fair value of contingent consideration payable to non-employee sellers related to the Atalaya Earnouts.
+Added: (1) Represents Common Units issued to sellers.
+Added: (2) Includes $ 39.9 million of cash consideration payable in the second or third quarter of 2025.
(3) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.
1 unchanged sentence
The acquired investment management agreements and investor relationships had a weighted-average amortization period of 5.5 years and 11.3 years, respectively, from the date of acquisition.
−Removed: Atalaya’s results are included in the Company’s consolidated results starting from the date the acquisition closed, September 30, 2024.
−Removed: For the three and nine months ended September 30, 2024, the Company’s consolidated results included $ 0.7 million of GAAP revenues related to the acquired business.
−Removed: Given the Company operates through one operating and reportable segment, the impact of the Atalaya Acquisition to GAAP consolidated net income is not tracked on a standalone basis.
−Removed: The Company incurred $ 12.5 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.
+Added: IPI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, January 3, 2025.
+Added: For the three months ended March 31, 2025, the Company’s consolidated results included $ 52.2 million of GAAP revenues related to the acquired business.
+Added: Given the Company operates through one operating and reportable segment, the impact of the IPI Acquisition to GAAP consolidated net income is not tracked on a standalone basis.
+Added: The Company incurred $ 13.6 million and $ 8.6 million of acquisition-related costs for the three months ended March 31, 2025, and year ended December 31, 2024, respectively, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: Atalaya Earnouts
−Removed: In connection with the Atalaya Acquisition, the sellers are entitled to receive additional consideration of up to $ 350.0 million (the "Atalaya Earnouts"), based on the acquired business achieving specified revenue milestones in each of calendar years 2026 and 2028 (the achievement of any such milestone, an “Atalaya Triggering Event”).
−Removed: The Atalaya Earnouts payments are payable in two equal tranches:
−Removed: up to $ 175.0 million in 2027 based on 2026 revenues, and up to $ 175.0 million in 2029 based on 2028 revenues.
−Removed: There is also a catch-up mechanism in place if the 2027 payment is less than $ 175.0 million.
−Removed: If total payments for the Atalaya Earnouts exceed $ 175.0 million, at least $ 50.0 million (or any remaining unpaid amount) will be reallocated from the Atalaya Earnout to non-seller employees in the form of RSUs.
−Removed: The Atalaya Earnouts will be paid to sellers in the form of Common Units with corresponding Class C Shares.
−Removed: Approximately 80 % of these payments will be made to sellers that are subject to ongoing employment arrangements with the Company, and as such, these amounts have been classified as compensation and are being expensed over the expected service period.
−Removed: The remaining 20 % will be payable to a non-employee seller, and these amounts have been classified as contingent consideration, with the fair value of the obligation presented as an earnout liability in the table above.
+Added: March 31, 2025
+Added: The earnout liability accrued in connection with the IPI Acquisition is contingent upon additional commitments to the Blue Owl Digital Infrastructure Fund III and is based on the size of these commitments.
+Added: A portion of this liability pertains to the pro-rated catch-up management fees earned with each subsequent close.
+Added: These fees are payable in cash and are expected to be paid to the sellers later in 2025, after the Company has collected the catch-up fees from the fund.
+Added: The remaining earnout liability represents the estimated fair value of additional Common Units the Company anticipates issuing to the sellers (the “IPI Subsequent Payment”).
+Added: The value of these Common Units is driven by the size of commitments to the Blue Owl Digital Infrastructure Fund III and a portion of such Common Units were issued in April 2025, and the remaining units are expected to be issued later in 2025, following the final closing of the fund.
Intangible Assets, Net
The following table summarizes the Company’s intangible assets, net:
−Removed: (dollars in thousands) September 30,
+Added: (dollars in thousands) March 31,
2025 December 31,
−Removed: 2023 Remaining Weighted-Average Amortization Period as of September 30, 2024
+Added: 2024 Remaining Weighted-Average Amortization Period as of March 31, 2025
Intangible assets, gross:
7 unchanged sentences
Total Intangible Assets, Net $ 3,158,279 $ 2,902,752
−Removed: The following table presents expected future amortization of finite-lived intangible assets as of September 30, 2024:
+Added: The following table presents expected future amortization of finite-lived intangible assets as of March 31, 2025:
(dollars in thousands)
Period Amortization
−Removed: October 1, 2024 to December 31, 2024 $ 76,490
+Added: April 1, 2025 to December 31, 2025 $ 269,923
Thereafter 1,585,004
Total $ 3,158,279
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
Pro Forma Financial Information
−Removed: Unaudited pro forma revenues were $ 623.9 million and $ 474.9 million for the three months ended September 30, 2024 and 2023, and $ 1.8 billion and $ 1.4 billion for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: Unaudited pro forma consolidated net income attributable to Class A stockholders was $ 29.9 million and $ 14.8 million for the three months ended September 30, 2024 and 2023, respectively, and $ 88.8 million and $ 34.9 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: This pro forma financial information was computed by combining the historical financial information of the Company and Prima, KAM and Atalaya as though these acquisitions were consummated on January 1, 2023.
+Added: Unaudited pro forma revenues were $ 683.5 million and $ 580.4 million for the three months ended March 31, 2025 and 2024, respectively.
+Added: Unaudited pro forma net income attributable to Class A stockholders was $ 7.4 million and $ 23.2 million for the three months ended March 31, 2025 and 2024, respectively.
+Added: This pro forma financial information was computed by combining the historical financial information of the Company and the IPI Acquisition as though the acquisition was consummated on January 1, 2024, and as though the Atalaya, KAM and Prima Acquisitions were consummated on January 1, 2023.
These pro forma amounts assume a consistent ownership structure, annual effective tax rates and amortization of the fair value of acquired assets as of each respective acquisition date.
−Removed: The pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.
+Added: The pro forma information does not reflect the potential benefits of
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
+Added: cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.
INVESTMENTS AND FAIR VALUE DISCLOSURES
The following table presents the components of the Company’s investments:
−Removed: (dollars in thousands) September 30,
+Added: (dollars in thousands) March 31,
2025 December 31,
3 unchanged sentences
Equity investments in the Company’s products, equity method 62,252 63,465
−Removed: Loans, at amortized cost (includes $ 7,500 and $ 207,500 of investments in the Company’s products, respectively)
+Added: Loans and deferred purchase price receivable, at amortized cost (includes $ 48,586 and $ 48,094 of investments in the Company’s products, respectively)
54,643 54,186
14 unchanged sentences
These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
• Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability.
1 unchanged sentence
The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields).
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
1 unchanged sentence
The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs.
−Removed: The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:
−Removed: September 30, 2024
+Added: The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:
+Added: March 31, 2025
(dollars in thousands) Level I Level II Level III Total
6 unchanged sentences
TRA liability $ — $ — $ 97,228 $ 97,228
−Removed: Warrant liability — — 40,550 40,550
Earnout liability — 526 305,680 306,206
3 unchanged sentences
Investments, at Fair Value
+Added: Preferred equity investment $ — $ — $ 267,169 $ 267,169
Equity investments in the Company’s products — 96,956 — 96,956
3 unchanged sentences
TRA liability $ — $ — $ 108,257 $ 108,257
−Removed: Warrant liability — — 22,600 22,600
Earnout liability — 529 167,912 168,441
2 unchanged sentences
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
Reconciliation of Fair Value Measurements Categorized within Level III
1 unchanged sentence
There were no transfers in or out of Level III.
−Removed: The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and nine months ended September 30, 2024 and 2023:
−Removed: Three Months Ended September 30, 2024 Level III Assets
−Removed: (dollars in thousands) Preferred Equity CLOs Total
−Removed: Beginning balance $ 253,581 $ 5,915 $ 259,496
−Removed: Net gains (losses) 9,814 ( 487 ) 9,327
−Removed: Ending Balance $ 263,395 $ 5,428 $ 268,823
−Removed: Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 9,814 $ ( 487 ) $ 9,327
−Removed: Nine Months Ended September 30, 2024 Level III Assets
+Added: The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended March 31, 2025 and 2024:
+Added: Three Months Ended March 31, 2025 Level III Assets
(dollars in thousands) Preferred Equity CLOs Total
1 unchanged sentence
Purchases (1)
−Removed: Net gains (losses) 9,810 ( 793 ) 9,017
−Removed: Ending Balance $ 263,395 $ 5,428 $ 268,823
−Removed: Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 9,810 $ ( 793 ) $ 9,017
−Removed: Three Months Ended September 30, 2023 Level III Assets
−Removed: (dollars in thousands) CLOs Total
−Removed: Beginning balance $ 2,430 $ 2,430
−Removed: Net gains 278 278
−Removed: Ending Balance $ 2,708 $ 2,708
−Removed: Change in net unrealized gains on assets still recognized at the reporting date $ 278 $ 278
−Removed: Nine Months Ended September 30, 2023 Level III Assets
−Removed: (dollars in thousands) CLOs Total
−Removed: Beginning balance $ 2,843 $ 2,843
+Added: 8,081 3,986 12,067
Net losses ( 6,987 ) ( 1,453 ) ( 8,440 )
1 unchanged sentence
Change in net unrealized losses on assets still recognized at the reporting date $ ( 6,987 ) $ ( 1,453 ) $ ( 8,440 )
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: Three Months Ended September 30, 2024 Level III Liabilities
−Removed: (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total
+Added: (1) Preferred equity purchases includes $ 8.1 million of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.
+Added: Three Months Ended March 31, 2024 Level III Assets
+Added: (dollars in thousands) CLOs Total
Beginning balance $ 2,521 $ 2,521
−Removed: Issuances — — 117,000 117,000
Net losses ( 144 ) ( 144 )
Ending Balance $ 2,377 $ 2,377
−Removed: Change in net unrealized losses on liabilities still recognized at the reporting date $ 212 $ 6,300 $ 10,114 $ 16,626
−Removed: Nine Months Ended September 30, 2024 Level III Liabilities
−Removed: (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total
+Added: Change in net unrealized losses on assets still recognized at the reporting date $ ( 144 ) $ ( 144 )
+Added: Three Months Ended March 31, 2025 Level III Liabilities
+Added: (dollars in thousands) TRA Liability Earnout Liability Total
Beginning balance $ 108,257 $ 167,912 $ 276,169
1 unchanged sentence
Settlements ( 14,556 ) — ( 14,556 )
−Removed: Net losses 2,655 17,950 10,604 31,209
−Removed: Ending Balance $ 110,502 $ 40,550 $ 150,448 $ 301,500
−Removed: Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,851 $ 17,950 $ 10,357 $ 31,158
−Removed: Three Months Ended September 30, 2023 Level III Liabilities
−Removed: (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total
−Removed: Beginning balance $ 112,830 $ 10,050 $ 88,752 $ 211,632
Net (gains) losses 3,527 ( 2,315 ) 1,212
1 unchanged sentence
Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 3,527 $ ( 2,315 ) $ 1,212
−Removed: Nine Months Ended September 30, 2023 Level III Liabilities
+Added: Three Months Ended March 31, 2024 Level III Liabilities
(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total
4 unchanged sentences
Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 536 ) $ 14,700 $ 402 $ 14,566
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III
5 unchanged sentences
This investment is generally classified as Level III.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
Equity Investments in the Company’s Products
8 unchanged sentences
The remaining TRA liability on the Company’s consolidated statements of financial condition is not measured at fair value.
−Removed: Warrant Liability
−Removed: The Company uses a Monte Carlo simulation model to value the Private Placement Warrants.
−Removed: The Company estimates the volatility of its Class A Shares based on the volatility implied by our peer group.
−Removed: The risk-free interest rate is based on U.S.
−Removed: Treasuries for a maturity similar to the expected remaining life of the warrants.
−Removed: The expected term of the warrants is assumed to be equivalent to their remaining contractual term.
Earnout Liability
−Removed: As of September 30, 2024, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts.
−Removed: As of December 31, 2023, the earnout liability was comprised of contingent consideration payable for the Oak Street Cash Earnout and the Wellfleet Earnouts.
+Added: As of March 31, 2025, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts, as well as the contingent consideration payable for the IPI Acquisition.
+Added: As of December 31, 2024, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts.
The Company uses a Monte Carlo simulation model to value certain earnouts where revenue milestones need to be achieved before a payment is due.
4 unchanged sentences
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III
−Removed: The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of September 30, 2024:
+Added: The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of March 31, 2025:
(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input
3 unchanged sentences
TRA liability $ 97,228 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
−Removed: Warrant liability 40,550 Monte Carlo Simulation Volatility 28 % - 28 % 28 % Increase
Earnout liability:
2 unchanged sentences
Total Liabilities, at Fair Value $ 402,908
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2024:
(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input
+Added: Preferred equity $ 267,169 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
CLOs 5,169 Discounted cash flow Yield 10 % - 16 % 12 % Decrease
+Added: Total Assets, at Fair Value $ 272,338
TRA liability $ 108,257 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
−Removed: Warrant liability 22,600 Monte Carlo Simulation Volatility 31 % - 31 % 31 % Increase
−Removed: Earnout liability 92,119 Discounted cash flow Discount Rate 6 % - 16 % 15 % Decrease
+Added: Earnout liability:
+Added: 163,001 Monte Carlo Simulation Volatility 20 % - 37 % 29 % Increase
+Added: 4,911 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease
Total Liabilities, at Fair Value $ 276,169
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
Fair Value of Other Financial Instruments
−Removed: As of September 30, 2024, the fair value of the Company’s debt obligations was approximately $ 2.4 billion compared to a carrying value of $ 2.5 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.
+Added: As of March 31, 2025, the fair value of the Company’s debt obligations was approximately $ 3.1 billion compared to a carrying value of $ 3.2 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.
As of December 31, 2024, the fair value of the Company’s debt obligations was approximately $ 2.5 billion, compared to a carrying value of $ 2.6 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.
−Removed: Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of September 30, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.
+Added: As of March 31, 2025 and December 31, 2024, the fair value of the portion of the TRA liability that is not carried at fair value in the Company’s consolidated balance sheets was approximately $ 541.2 million and $ 535.7 million, respectively, compared to a carrying value of $ 1.3 billion as of each date, and such fair value measurements are categorized as Level III within the fair value hierarchy.
+Added: Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of March 31, 2025 and December 31, 2024, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.
The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices.
1 unchanged sentence
however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised.
−Removed: (dollars in thousands) Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
+Added: (dollars in thousands) Three Months Ended March 31,
Lease Cost 2025 2024
2 unchanged sentences
Net Lease Cost $ 11,445 $ 10,796
−Removed: (dollars in thousands) Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
+Added: (dollars in thousands) Three Months Ended March 31,
Supplemental Lease Cash Flow Information 2025 2024
−Removed: Cash paid for amounts included in the measurement of lease liabilities:
+Added: Cash paid (received) for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases (1)
2 unchanged sentences
Operating leases $ 25,086 $ 5,495
−Removed: (1) The amount presented above for the three and nine months ended September 30, 2024, includes $ 3.1 million and $ 18.6 million of tenant improvement allowances received from the lessor, respectively.
−Removed: Lease Term and Discount Rate September 30, 2024 December 31, 2023
+Added: (1) The amount presented above for the three months ended March 31, 2024, includes $ 14.7 million of tenant improvement allowances received from the lessor.
+Added: Lease Term and Discount Rate March 31
+Added: 2025 December 31, 2024
Weighted-average remaining lease term:
2 unchanged sentences
Operating leases 5.6 % 5.6 %
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
(dollars in thousands)
Future Maturity of Operating Lease Payments Operating Leases
−Removed: October 1, 2024 to December 31, 2024 $ 2,009
+Added: April 1, 2025 to December 31, 2025 $ 24,048
Thereafter 377,571
3 unchanged sentences
Amounts presented in the table above are presented net of tenant improvement allowances and reflect the impacts of rent holiday periods.
−Removed: The Company has future operating lease payments of approximately $ 0.4 million related to leases that have not commenced that were entered into as of September 30, 2024.
+Added: The Company has future operating lease payments of approximately $ 245.1 million related to leases that have not commenced that were entered into as of March 31, 2025.
Such lease payments are not included in the table above or the Company’s consolidated statements of financial condition as operating lease assets and operating lease liabilities.
−Removed: These operating lease payments are anticipated to commence in the fourth quarter of 2024 and continue for approximately 2 years.
+Added: These operating lease payments are anticipated to commence in the second quarter of 2025 and continue for approximately 15 years.
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
OTHER ASSETS, NET
−Removed: (dollars in thousands) September 30,
+Added: (dollars in thousands) March 31,
2025 December 31,
10 unchanged sentences
Total $ 309,230 $ 258,748
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
DEBT OBLIGATIONS, NET
The following tables summarize outstanding debt obligations of the Company:
−Removed: Such descriptions do not give recognition to the impact of the Exchange Offers (as defined below):
−Removed: September 30, 2024
+Added: March 31, 2025
(dollars in thousands) Maturity
16 unchanged sentences
2034 Notes 4/18/2034 1,000,000 1,000,000 979,247
+Added: 2051 Notes 10/7/2051 350,000 350,000 — 338,311
Revolving Credit Facility 7/23/2029 1,725,000 130,000 1,585,621 130,000
Total $ 4,234,800 $ 2,639,800 $ 1,585,621 $ 2,588,496
−Removed: On April 18, 2024 and June 6, 2024, the Company, through its indirect subsidiary, Blue Owl Finance LLC (the “Issuer”), issued $ 1.0 billion aggregate principal amount of 6.250 % Senior Notes due 2034 (the “2034 Notes”).
−Removed: The 2034 Notes bear interest at a rate of 6.250 % per annum and mature on April 18, 2034.
−Removed: Interest on the 2034 Notes will be payable semi-annually in arrears on April 18 and October 18 of each year, commencing October 18, 2024.
−Removed: The 2034 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.
−Removed: The guarantees are unsecured and unsubordinated obligations of the guarantors.
−Removed: All or a portion of the 2034 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price;
−Removed: provided, however, that if the Company redeems any amounts on or after January 18, 2034, the redemption price for the 2034 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest.
−Removed: If a change of control repurchase event occurs, the 2034 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest.
−Removed: The 2034 Notes also provide for customary events of default and acceleration.
−Removed: In connection with the issuance of the 2034 Notes, the Registrant and certain other subsidiaries were added as guarantors to the 2028 Notes, 2031 Notes, 2032 Notes and 2051 Notes.
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
Revolving Credit Facility
−Removed: On December 7, 2021, the Company, through its indirect finance subsidiary, Blue Owl Finance LLC, entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended in June 2023 to increase total borrowing capacity to $ 1.6 billion and extend the maturity date to June 29, 2028, and was further amended in July 2024 to increase total borrowing capacity to $ 1.725 billion and extend the maturity date to July 23, 2029.
+Added: The Company, through its indirect subsidiary, Blue Owl Finance LLC, maintains a revolving credit facility (the “Revolving Credit Facility”), with a borrowing capacity of $ 1.7 billion that matures on July 23, 2029.
Amounts available for the Revolving Credit Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases.
1 unchanged sentence
The Company is subject to an undrawn commitment fee rate of 0.08 % to 0.2 % of the daily amount of available revolving commitment.
−Removed: The borrowing rates for balances outstanding under the Revolving Credit Facility as of September 30, 2024 and December 31, 2023 were 8.75 % and 6.96 %, respectively.
−Removed: For a description of terms of the other debt obligations presented in the tables above as well as related financial covenants, see Note 4 to the financial statements in the Company’s Annual Report.
+Added: The borrowing rates for balances outstanding under the Revolving Credit Facility as of March 31, 2025 and December 31, 2024 were 5.67 % and 5.72 %, respectively.
+Added: For a description of terms of the other debt obligations presented in the tables above, see Note 7 to the financial statements in the Company’s Annual Report.
COMMITMENTS AND CONTINGENCIES
4 unchanged sentences
The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: During the nine months ended September 30, 2024, the Company made a TRA payment of $ 28.2 million (including $ 2.8 million to related parties).
−Removed: The table below presents management’s estimate as of September 30, 2024, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.
+Added: During the three months ended March 31, 2025, the Company made TRA payments of $ 53.1 million (including $ 4.7 million to related parties).
+Added: The table below presents management’s estimate as of March 31, 2025, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.
In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.
(dollars in thousands) Potential Payments Under the Tax Receivable Agreement
−Removed: October 1, 2024 to December 31, 2024 $ —
+Added: April 1, 2025 to December 31, 2025 $ —
Thereafter 1,183,802
2 unchanged sentences
Total TRA Liability $ 1,442,973
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
Unfunded Product Commitments
−Removed: As of September 30, 2024, the Company had unfunded investment commitments to its products of $ 54.5 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.
+Added: As of March 31, 2025, the Company had unfunded investment commitments to its products of $ 33.8 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.
Indemnification and Guarantee Arrangements
1 unchanged sentence
The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition.
−Removed: As of September 30, 2024, the Company has not had prior claims or losses pursuant to these arrangements.
+Added: As of March 31, 2025, the Company has not had prior claims or losses pursuant to these arrangements.
From time to time, the Company is involved in legal actions in the ordinary course of business.
2 unchanged sentences
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
The following table presents a disaggregated view of the Company’s revenues:
−Removed: Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended March 31,
(dollars in thousands) 2025 2024
17 unchanged sentences
Total GAAP Revenues - GP Strategic Capital Platform 151,234 146,563
−Removed: Real Estate Platform
+Added: Real Assets Platform
Net lease 46,836 41,334
Real estate credit 10,381 —
+Added: Digital infrastructure 52,233 —
Management Fees, Net 109,450 41,334
1 unchanged sentence
Performance revenues 3,356 1,870
−Removed: Total GAAP Revenues - Real Estate Platform 57,116 36,536 154,076 99,675
+Added: Total GAAP Revenues - Real Assets Platform 123,312 48,380
Total GAAP Revenues $ 683,486 $ 513,340
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
The table below presents the beginning and ending balances of the Company’s management fees, performance revenues and administrative, transaction and other fees receivable and unearned management fees.
4 unchanged sentences
Performance revenues and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated statements of financial condition.
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
+Added: Three Months Ended
(dollars in thousands) 2025 2024
13 unchanged sentences
The consideration paid in 2021, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized.
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
(dollars in thousands) 2025 2024
2 unchanged sentences
Ending Balance $ 362,412 $ 406,421
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
EQUITY-BASED COMPENSATION
−Removed: The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the Amended and Restated 2021 Omnibus Equity Incentive Plan, approved by stockholders on June 13, 2024 (“A&R 2021 Equity Incentive Plan”).
−Removed: The A&R 2021 Equity Incentive Plan, among other things, (i) increased the number of Class A Shares authorized for issuance under the previously amended Equity Incentive 2021 Plan from 101,230,522 shares to 171,930,614 shares and (ii) added an “evergreen” provision that provides for an automatic increase to the total number of Class A Shares subject to the A&R 2021 Equity Incentive Plan on the first day of each fiscal year beginning in calendar year 2025, and ending in and including 2034, by a number of Class A Shares equal to the positive difference, if any, of (a) 5 % of the aggregate number of Class A Shares and Class B Shares, in each case, outstanding on the last day of the immediately preceding fiscal year (assuming that all Blue Owl Operating Group Units have converted on a one -for-one basis into Class A Shares) minus (b) the aggregate number of shares that were available for the issuance of future awards under the A&R 2021 Equity Incentive Plan on such last day of the immediately preceding fiscal year, unless the administrator should decide to increase the number of shares covered by the A&R 2021 Equity Incentive Plan by a lesser amount on any such date.
+Added: The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the Second Amended and Restated Blue Owl Capital Inc.
+Added: 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Plan”).
Equity-based compensation awards are generally subject to a three to five-year requisite service period, although certain grants are immediately vested at grant.
−Removed: The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the A&R 2021 Equity Incentive Plan is 171,930,614 , of which 84,303,798 remain available as of September 30, 2024.
−Removed: To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the A&R 2021 Equity Incentive Plan.
+Added: As of March 31, 2025, the total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Omnibus Plan was 175,834,537 , of which 76,473,381 remain available for issuance.
+Added: To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the 2021 Omnibus Plan.
+Added: The 2021 Omnibus Plan features an “evergreen” provision that provides for an automatic increase to the total number of Class A Shares subject to the 2021 Omnibus Plan on the first day of each fiscal year beginning in calendar year 2025, and ending in and including 2034, by a number of Class A Shares equal to the positive difference, if any, of (a) 5 % of the aggregate number of Class A Shares and Class B Shares, in each case, outstanding on the last day of the immediately preceding fiscal year (assuming that all Blue Owl Operating Group Units have converted on a one -for-one basis into Class A Shares) minus (b) the aggregate number of shares that were available for the issuance of future awards under the 2021 Omnibus Plan on such last day of the immediately preceding fiscal year, unless the administrator should decide to increase the number of shares covered by the 2021 Omnibus Plan by a lesser amount on any such date.
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
The table below presents information regarding equity-based compensation expense.
−Removed: Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended March 31,
(dollars in thousands) 2025 2024
+Added: Business Combination grants $ 11,485 $ 17,460
Acquisition related 82,999 2,103
−Removed: Oak Street Earnout Units $ — $ 20,310 $ — $ 60,267
−Removed: Wellfleet Earnout Shares 1,508 882 4,933 2,501
−Removed: Total acquisition related 1,508 21,192 4,933 62,768
−Removed: Incentive Units 57,036 42,104 144,898 118,950
−Removed: RSUs 19,063 11,678 53,456 37,357
+Added: Other 75,192 46,150
Equity-Based Compensation Expense $ 169,676 $ 65,713
2 unchanged sentences
Fair value of RSUs withheld to satisfy tax withholding obligations $ 53,390 $ 17,435
+Added: Services Agreement
+Added: Under the terms of the Services Agreement, ICONIQ will receive Incentive Units as compensation for the services performed.
+Added: The Incentive Units will be issued in two tranches.
+Added: The first tranche, consisting of 14,175,000 Incentive Units, is expected to be issued in 2026, contingent upon achieving certain future targets outlined in the Services Agreement.
+Added: The grant date fair value of these Incentive Units was $ 319.5 million, or $ 22.54 per unit, determined based on the Company’s Class A Share price, adjusted for the lack of dividend participation during the service period prior to issuance.
+Added: The second tranche of Incentive Units is expected to be issued in 2028, contingent upon achieving certain future targets outlined in the Services Agreement.
+Added: The estimated value of these additional Incentive Units, which assumes total commitments of $ 10.0 billion for the next vintage drawdown digital infrastructure product, was approximately $ 463.1 million as of March 31, 2025.
+Added: Incentive Units issued under this agreement will be fully vested upon issuance.
+Added: The Company is recognizing the total estimated expense related to the Services Agreement over the expected substantive service period, in a manner consistent with the recognition of such expenses if the payments were made in cash.
+Added: Such expenses are included within acquisition related in the table above and within general, administrative and other expenses in the Company’s consolidated statements of operations.
+Added: As of March 31, 2025, unamortized expense related to the Services Agreement was $ 721.1 million, with a remaining amortization period of three years .
The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date.
1 unchanged sentence
Accordingly, the effective tax rate for future interim periods may vary materially.
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
The Registrant is a domestic corporation for U.S.
1 unchanged sentence
federal and state and local corporate-level income taxes on its share of taxable income from the Blue Owl Operating Group.
−Removed: Further, the Registrant’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and their underlying assets and liabilities.
+Added: Further, the Registrant’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and its underlying assets and liabilities.
The Company’s estimate is based on the most recent information available.
−Removed: The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns.
−Removed: The Blue Owl Operating Partnerships, are partnerships for U.S.
−Removed: federal income tax purposes and taxable entities for certain state and local taxes, such as New York City UBT.
−Removed: The Company had an effective tax rate of 11.4 % and 11.6 % for the three and nine months ended September 30, 2024, respectively, and 14.4 % and 13.9 % for the three and nine months ended September 30, 2023, respectively.
+Added: The tax basis and state impact of the Blue Owl Operating Group and its underlying assets and liabilities are based on estimates of the Company’s tax returns, which are subject to finalization.
+Added: Blue Owl Holdings is a partnership for U.S.
+Added: federal income tax purposes and a taxable entity for certain state and local taxes, such as New York City unincorporated business tax (“UBT”).
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
+Added: The Company had an effective tax rate of 9.1 % for the three months ended March 31, 2025 and 11.7 % for the three months ended March 31, 2024.
The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes.
−Removed: The Company regularly evaluates the realizability of its deferred tax asset and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.
−Removed: As of September 30, 2024, the Company has not recorded any valuation allowances.
+Added: The Company regularly evaluates the realizability of its deferred tax assets and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.
+Added: As of March 31, 2025, the Company has not recorded any valuation allowances.
The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates.
1 unchanged sentence
The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2020.
−Removed: In connection with and subsequent to the Business Combination, the Company recorded to additional paid-in capital various adjustments to deferred tax assets and liabilities, as well as related impacts to the TRA liability, related to capital transactions.
−Removed: These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in the Blue Owl Operating Partnerships, as well as portions related to the TRA liability that may eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments.
+Added: In connection with and subsequent to the Business Combination, the Company recorded additional paid-in capital adjustments related to deferred tax assets and liabilities, as well as related impacts to the TRA liability, on capital transactions.
+Added: These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in Blue Owl Holdings, as well as portions related to the TRA liability that may eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments.
The deferred tax assets will be recovered as the basis is amortized.
2 unchanged sentences
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
EARNINGS PER SHARE
−Removed: The table below presents the Company’s treatment for basic and diluted earnings per share for instruments outstanding of the Registrant and the Blue Owl Operating Group.
−Removed: Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive.
+Added: The table below presents the treatment for basic and diluted earnings per share for the Registrant’s outstanding instruments, as well as the treatment for diluted earnings per share for the Blue Owl Operating Group’s outstanding instruments.
+Added: Instruments that could potentially dilute the earnings are included in the calculation only if they would have a dilutive effect.
Basic Diluted
4 unchanged sentences
Vested RSUs (1)
−Removed: Contingently issuable shares Contingently issuable shares
+Added: Included Included
Unvested RSUs Excluded Treasury stock method
Excluded Treasury stock method
−Removed: Wellfleet Earnout Shares (3)
−Removed: Excluded Excluded
+Added: Prima Earnouts - portion payable in Class A Shares (3)
+Added: Contingently issuable shares Contingently issuable shares
Potentially Dilutive Instruments of the Blue Owl Operating Group:
Vested Common Units and Incentive Units (4)
−Removed: Excluded If-converted method
+Added: n/a If-converted method
Unvested Incentive Units (4)
−Removed: Excluded The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
+Added: n/a The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
Oak Street Earnout Units (5)
−Removed: Excluded Contingently issuable shares
−Removed: If-converted method
−Removed: Prima Earnouts (6)
−Removed: Excluded Contingently issuable shares
−Removed: If-converted method (for earnouts issuable in Common Units)
−Removed: Atalaya Earnouts (7)
−Removed: Excluded Contingently issuable shares
−Removed: If-converted method
−Removed: (1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares.
+Added: n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
+Added: Prima Earnouts - portion payable in Common Units (3)
+Added: n/a Contingently issuable shares - If-converted method
+Added: Compensation-classified Atalaya Earnouts (6)
+Added: n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
+Added: Contingent consideration-classified Atalaya Earnouts (6)
+Added: n/a Contingently issuable shares - If-converted method
+Added: Services Agreement-related Incentive Units (7)
+Added: n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
+Added: IPI Subsequent Payment (8)
+Added: n/a Contingently issuable shares - If-converted method
+Added: (1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares, as such shares are issuable for no consideration.
These RSUs do not participate in dividends until settled in Class A Shares.
−Removed: These vested RSUs totaled 11,700,172 and 11,959,362 for the three and nine months ended September 30, 2024, and 11,393,389 and 10,927,643 for the three and nine months ended September 30, 2023.
−Removed: (2) The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income for the period.
−Removed: (3) During the second quarter of 2023, the Company modified the Wellfleet Earnout Shares arrangement such that settlement of the Wellfleet Earnout Shares would be in cash at each payment date.
−Removed: As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for three and nine months ended September 30, 2024 and 2023.
−Removed: (4) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.
−Removed: (5) The Second Oak Street Earnouts and the First Oak Street Earnouts were settled as common units during the three months ended March 31, 2024 and 2023, respectively.
−Removed: As of September 30, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred nor were these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings per share for the three and nine months ended September 30, 2023.
−Removed: However, had September 30, 2023 also been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the Second Oak Street Earnout Units have been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2023.
−Removed: (6) As of September 30, 2024, the Prima Triggering Event with respect to the Prima Earnouts had not occurred nor are these earnouts issuable by the Registrant, and therefore such earnouts have not been included in the calculation of basic earnings per share for the three and nine months ended September 30, 2024.
−Removed: Had September 30, 2024 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2024.
+Added: These vested RSUs totaled 11,431,589 and 12,098,617 for the three months ended March 31, 2025 and 2024, respectively.
+Added: (2) The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income attributable to Blue Owl Capital Inc.
+Added: for the period.
+Added: (3) As of March 31, 2025, the Prima Triggering Event with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the three months ended March 31, 2025.
+Added: Had March 31, 2025, also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred, and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the three months ended March 31, 2025.
+Added: (4) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense or benefit had the instruments converted into Class A Shares as of the beginning of the period.
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: (7) As of September 30, 2024, the Atalaya Triggering Event with respect to the Atalaya Earnouts had not occurred nor are these earnouts issuable by the Registrant, and therefore such earnouts have not been included in the calculation of basic earnings per share for the three and nine months ended September 30, 2024.
−Removed: Had September 30, 2024 also been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2024.
−Removed: Three Months Ended September 30, 2024 Net Income
−Removed: Attributable to
−Removed: Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per
−Removed: Class A Share Weighted-Average Number of Antidilutive Instruments
−Removed: (dollars in thousands, except per share amounts)
−Removed: Basic $ 29,805 575,249,883 $ 0.05
−Removed: Effect of dilutive securities:
−Removed: Unvested RSUs — 9,429,072 —
−Removed: Warrants ( 2,397 ) 1,864,502 —
−Removed: Vested Common Units 39,005 905,181,493 —
−Removed: Vested Incentive Units — — 8,059,675
−Removed: Unvested Incentive Units — — 21,533,293
−Removed: Diluted $ 66,413 1,491,724,950 $ 0.04
−Removed: Nine Months Ended September 30, 2024 Net Income
+Added: March 31, 2025
+Added: (5) The Second Oak Street Earnouts were settled as common units during the three months ended March 31, 2024.
+Added: (6) As of March 31, 2025, the Atalaya Triggering Event with respect to the Atalaya Earnouts had not occurred.
+Added: Had March 31, 2025, been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred, and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the quarter ended March 31, 2025.
+Added: (7) As of March 31, 2025, the contingencies related to the Services Agreement payments have not yet been resolved.
+Added: Had March 31, 2025, also been the end of the contingency period, the contingencies related to the Services Agreement would not have yet been resolved, and therefore the Incentive Units issuable under the Services Agreement have not been included in the calculation of diluted earnings per share for the three months ended March 31, 2025.
+Added: (8) As of March 31, 2025, the contingencies related to the IPI Subsequent Payment have not been fully resolved.
+Added: Had March 31, 2025, also been the end of the contingency period, a portion related to the IPI Subsequent Payment would have been payable, and therefore such portion of the Common Units issuable under the IPI Subsequent Payment has been included in the calculation of diluted earnings per share for the three months ended March 31, 2025.
+Added: Three Months Ended March 31, 2025 Net Income
Attributable to
5 unchanged sentences
Unvested RSUs — 9,651,868 —
−Removed: Warrants ( 6,412 ) 1,792,186 —
Vested Common Units — — 924,730,180
1 unchanged sentence
Unvested Incentive Units — — 20,926,375
−Removed: Diluted $ 82,429 542,350,192 $ 0.15
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
−Removed: Three Months Ended September 30, 2023 Net Income Attributable to
−Removed: Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per
−Removed: Class A Share Weighted-Average Number of Antidilutive Instruments
−Removed: (dollars in thousands, except per share amounts)
−Removed: Basic $ 15,109 466,376,329 $ 0.03
−Removed: Effect of dilutive securities:
−Removed: Unvested RSUs — 5,491,852 —
−Removed: Warrants ( 663 ) 222,129 —
−Removed: Vested Common Units — — 953,172,293
−Removed: Vested Incentive Units — — 9,380,431
−Removed: Unvested Incentive Units — — 24,891,476
−Removed: Oak Street Earnout Units — 10,483,603 —
+Added: IPI Subsequent Payment ( 5,696 ) 2,986,549 —
Diluted $ 1,734 638,492,523 $ 0.00
−Removed: Nine Months Ended September 30, 2023 Net Income Attributable to
+Added: Three Months Ended March 31, 2024 Net Income Attributable to
Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per
8 unchanged sentences
Unvested Incentive Units — — 25,282,958
−Removed: Oak Street Earnout Units — 8,650,907 —
Diluted $ 19,938 498,738,547 $ 0.04
3 unchanged sentences
These amounts are included within due from related parties in the Company’s consolidated statements of financial condition.
−Removed: (dollars in thousands) September 30,
+Added: Blue Owl Capital Inc.
+Added: Notes to Consolidated Financial Statements (Unaudited)
+Added: March 31, 2025
+Added: (dollars in thousands) March 31,
2025 December 31,
4 unchanged sentences
Due from Related Parties $ 664,951 $ 548,730
−Removed: Blue Owl Capital Inc.
−Removed: Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
Administrative Fees
Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by the products it manages and other related parties.
−Removed: These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 26.5 million and $ 74.4 million for the three and nine months ended September 30, 2024, respectively, and $ 15.8 million and $ 44.0 million for the three and nine months ended September 30, 2023, respectively.
+Added: These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 30.4 million and $ 24.0 million for the three months ended March 31, 2025 and 2024, respectively.
Dealer Manager Revenues
Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided.
−Removed: These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 21.6 million and $ 58.5 million for the three and nine months ended September 30, 2024, respectively, and $ 12.2 million and $ 31.2 million for the three and nine months ended September 30, 2023, respectively.
+Added: These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 26.8 million and $ 16.7 million for the three months ended March 31, 2025 and 2024, respectively.
Substantially all of these dealer manager revenues are subsequently paid out to third party broker-dealers, and such payments are recorded within general, administrative and other expenses on the consolidated statements of operations.
3 unchanged sentences
In certain cases, the Company is able to recover these expenses once certain profitability, cash flow or fundraising thresholds are met.
−Removed: The Company recorded net expenses (recoveries) related to these arrangements of $( 3.8 ) million and $( 11.6 ) million for the three and nine months ended September 30, 2024 respectively, and $( 0.8 ) million and $( 5.8 ) million for the three and nine months ended September 30, 2023, respectively.
+Added: The Company recorded net expenses (recoveries) related to these arrangements of $( 1.9 ) million and $( 1.8 ) million for the three months ended March 31, 2025 and 2024, respectively.
These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated statements of operations.
1 unchanged sentence
In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates.
+Added: The reimbursement may be recovered from a product managed by the Company to the extent that such reimbursement is eligible under such product’s agreements and in accordance with applicable policies and procedures.
+Added: The Company does not bear any operating, personnel or maintenance costs associated with these aircraft.
Personal use of the aircraft is not charged to the Company.
−Removed: The Company recorded expenses for these aircraft reimbursements of $ 0.6 million and $ 2.3 million for the three and nine months ended September 30, 2024, respectively, and $ 0.9 million and $ 2.3 million for the three and nine months ended September 30, 2023, respectively.
+Added: The Company recorded expenses for these aircraft reimbursements of $ 1.1 million and $ 0.9 million for the three months ended March 31, 2025 and 2024, respectively.
Promissory Notes
3 unchanged sentences
The promissory note bore interest at a rate of SOFR plus 1.55 %, subject to change based on credit rating and leverage ratio.
−Removed: The Company recorded $ 5.4 million of interest income for the nine months ended September 30, 2024.
−Removed: As of September 30, 2023, $ 225.0 million was outstanding under this promissory note and the Company recorded $ 4.4 million and $ 12.8 million of interest income for the three and nine months ended September 30, 2023, respectively.
+Added: As of March 31, 2024, $ 200.0 million was outstanding under this promissory note and the Company recorded $ 3.6 million of interest income for the three months ended March 31, 2024.
Interest was payable monthly in arrears and settled in cash or equity in the related product.
1 unchanged sentence
Notes to Consolidated Financial Statements (Unaudited)
−Removed: September 30, 2024
+Added: March 31, 2025
On November 15, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 15.0 million.
1 unchanged sentence
Any unpaid principal balance and unpaid accrued interest may be prepaid in full or in part any time prior to maturity in January 2026.
−Removed: As of September 30, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.6 million of interest income for the three and nine months ended September 30, 2024, respectively.
−Removed: As of September 30, 2023, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.5 million of interest income for the three and nine months ended September 30, 2023, respectively.
+Added: As of March 31, 2025, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million of interest income for the three months ended March 31, 2025.
+Added: As of March 31, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million of interest income for the three months ended March 31, 2024.
+Added: Investment Sale with Deferred Purchase Price
+Added: On December 30, 2024, the Company sold an investment in a product it manages to another product managed by the Company for cash consideration of $ 22.3 million and a deferred, non-interest bearing amount due of $ 44.5 million, payable in two equal installments on December 31, 2025, and December 31, 2026.
+Added: The Company recorded a deferred purchase price receivable of $ 40.6 million for the deferred purchase price, representing the present value of these installment payments, and will recognize the discount as interest income over the two-year deferred payment period.
+Added: As a result of the sale and discount on the receivable, the Company recognized a loss of $ 4.9 million for the year ended December 31, 2024.
+Added: As of March 31, 2025, $ 41.1 million was outstanding under this deferred purchase price receivable, and the Company recorded $ 0.5 million of interest income for the three months ended March 31, 2025.
SUBSEQUENT EVENTS
−Removed: On October 31, 2024, the Company announced a cash dividend of $ 0.18 per Class A Share.
−Removed: The dividend is payable on November 22, 2024, to holders of record as of the close of business on November 11, 2024.
−Removed: On October 7, 2024, the Company announced its entry into a definitive agreement to acquire substantially all of the assets of IPI Partners, LLC (the “IPI Acquisition”), a joint venture between an affiliate of ICONIQ Capital, LLC (“ICONIQ”) and an affiliate of Iron Point Partners.
−Removed: The aggregate consideration for the IPI Acquisition will be approximately $ 1.0 billion.
−Removed: The Company 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.
−Removed: In addition, in connection with the IPI A cquisition, the Company will enter into a services agreement with ICONIQ (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to the Company or its subsidiaries.
−Removed: Under the terms of the Services Agreement , in 2026 the Company expects to issue 14,175,000 Incentive Units, subject to future targets.
−Removed: The Company also expects to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets.
−Removed: The Incentive Units will be fully vested upon issuance.
−Removed: 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.
+Added: On May 1, 2025, the Company announced a cash dividend of $ 0.225 per Class A Share.
+Added: The dividend is payable on May 28, 2025, to holders of record as of the close of business on May 14, 2025.
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.