Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans
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.”
Item 6. Exhibits
See Exhibit Index on the following page.
31
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Exhibit Index
Exhibit Number Description
3.1 *
Amended and Restated Certificate of Incorporation of Blue Owl Capital Inc.
3.2
Amended and Restated Bylaws of Blue Owl Capital Inc. (incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on November 9, 2021)
10.1 *†
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
10.2 *†
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
10.3 *
Third Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP
10.4 *+
Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan
10.5 *
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
31.1 *
Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *
Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3 *
Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 **
Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 **
Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3 **
Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101* Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition as of 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)
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request
+ Indicates a management or compensatory plan
* Filed herewith
** Furnished herewith. This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 5, 2025
Blue Owl Capital Inc.
By: /s/ Alan Kirshenbaum
Alan Kirshenbaum
Chief Financial Officer
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INDEX TO FINANCIAL STATEMENTS
Page
Consolidated Statements of Financial Condition as of March 31, 2025 and December 31, 2024
F- 2
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024
F- 3
Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024
F- 4
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024
F- 6
Notes to Consolidated Financial Statements F- 7
F-1
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Blue Owl Capital Inc.
Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Per Share Data)
March 31,
2025 December 31,
2024
Assets
Cash and cash equivalents $ 97,618 $ 152,089
Due from related parties 664,951 548,730
Investments (includes $ 349,241 and $ 369,294 at fair value and $ 191,816 and $ 213,684 of investments in the Company’s products, respectively)
466,136 486,945
Operating lease assets 341,804 325,090
Strategic Revenue-Share Purchase consideration, net 362,412 373,528
Deferred tax assets 1,261,280 1,245,123
Intangible assets, net 3,158,279 2,902,752
Goodwill 5,624,468 4,699,465
Other assets, net 309,230 258,748
Total Assets $ 12,286,178 $ 10,992,470
Liabilities
Debt obligations, net $ 3,190,203 $ 2,588,496
Accrued compensation 235,156 424,024
Operating lease liabilities 409,252 390,353
TRA liability (includes $ 97,228 and $ 108,257 at fair value, respectively)
1,442,973 1,412,300
Earnout liability, at fair value 306,206 168,441
Deferred tax liabilities 40,289 36,867
Accounts payable, accrued expenses and other liabilities 232,899 165,953
Total Liabilities 5,856,978 5,186,434
Commitments and Contingencies (Note 8)
Stockholders’ Equity
Class A Shares, par value $ 0.0001 per share, 2,500,000,000 authorized, 625,652,391 and 608,346,194 issued and outstanding, respectively
63 61
Class C Shares, par value $ 0.0001 per share, 1,500,000,000 authorized, 607,561,169 and 579,980,769 issued and outstanding, respectively
61 58
Class D Shares, par value $ 0.0001 per share, 350,000,000 authorized, 308,619,203 and 310,415,409 issued and outstanding, respectively
31 31
Additional paid-in capital 3,579,592 3,269,239
Accumulated deficit ( 1,244,211 ) ( 1,141,631 )
Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. 2,335,536 2,127,758
Stockholders’ equity attributable to noncontrolling interests 4,093,664 3,678,278
Total Stockholders’ Equity 6,429,200 5,806,036
Total Liabilities and Stockholders’ Equity $ 12,286,178 $ 10,992,470
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
2025 2024
Revenues
Management fees, net (includes Part I Fees of $ 132,556 and $ 120,161 respectively)
$ 604,186 $ 447,898
Administrative, transaction and other fees 72,988 63,397
Performance revenues 6,312 2,045
Total Revenues, Net 683,486 513,340
Expenses
Compensation and benefits 325,940 224,791
Amortization of intangible assets 89,473 56,195
General, administrative and other expenses 190,779 76,748
Total Expenses 606,192 357,734
Other Loss
Net gains (losses) on investments ( 7,700 ) 3,173
Interest and dividend income 11,230 4,755
Interest expense ( 38,524 ) ( 22,484 )
Change in TRA liability ( 4,276 ) 1,019
Change in warrant liability — ( 14,700 )
Change in earnout liability 2,318 ( 585 )
Total Other Loss ( 36,952 ) ( 28,822 )
Income Before Income Taxes 40,342 126,784
Income tax expense 3,672 14,771
Consolidated Net Income 36,670 112,013
Net income attributable to noncontrolling interests ( 29,240 ) ( 86,922 )
Net Income Attributable to Blue Owl Capital Inc. $ 7,430 $ 25,091
Earnings per Class A Share
Basic $ 0.01 $ 0.05
Diluted $ 0.00 $ 0.04
Weighted-Average Class A Shares
Basic (1)
625,854,106 488,435,221
Diluted 638,492,523 498,738,547
(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares. These RSUs do not participate in dividends until settled in Class A Shares. See Note 12.
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
2025 2024
Class A Shares Par Value
Beginning balance $ 61 $ 46
Shares delivered on vested RSUs — 1
Class C Shares and Common Units exchanged for Class A Shares 2 3
Ending Balance $ 63 $ 50
Class C Shares Par Value
Beginning balance $ 58 $ 63
Settlement of Oak Street Earnout Securities — 1
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 )
Ending Balance $ 61 $ 61
Class D Shares Par Value
Beginning balance $ 31 $ 32
Ending Balance $ 31 $ 32
Additional Paid-in Capital
Beginning balance $ 3,269,239 $ 2,410,982
Deferred taxes on capital transactions 19,011 158,788
TRA liability on capital transactions ( 79,507 ) ( 166,763 )
Equity-based compensation 14,572 5,081
Withholding taxes on vested RSUs ( 19,957 ) ( 6,112 )
Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 376,234 166,973
Ending Balance $ 3,579,592 $ 2,568,949
Accumulated Deficit
Beginning balance $ ( 1,141,631 ) $ ( 882,884 )
Cash dividends declared on Class A Shares ( 110,010 ) ( 65,195 )
Comprehensive income 7,430 25,091
Ending Balance $ ( 1,244,211 ) $ ( 922,988 )
Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. $ 2,335,536 $ 1,646,104
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Blue Owl Capital Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
2025 2024
Stockholders’ Equity Attributable to Noncontrolling Interests
Beginning balance $ 3,678,278 $ 3,749,692
Equity-based compensation 131,681 63,374
Contributions 9,707 7,972
Distributions ( 267,746 ) ( 204,202 )
Withholding taxes on vested RSUs ( 33,433 ) ( 11,323 )
Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 376,234 ) ( 166,973 )
Common Units and Class C Shares issued in connection with IPI Acquisition 922,171 —
Comprehensive income 29,240 86,922
Ending Balance $ 4,093,664 $ 3,525,462
Total Stockholders’ Equity $ 6,429,200 $ 5,171,566
Cash Dividends Paid per Class A Share $ 0.18 $ 0.14
Number of Class A Shares
Beginning balance 608,346,194 464,425,386
Shares delivered on vested RSUs 2,811,835 1,252,343
Class C Shares and Common Units exchanged for Class A Shares 12,698,156 34,128,398
Class D Shares and Common Units exchanged for Class A Shares 1,796,206 1,073,004
Ending Balance 625,652,391 500,879,131
Number of Class C Shares
Beginning balance 579,980,769 632,486,822
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
Settlement of Oak Street Earnout Units — 13,037,165
Ending Balance 607,561,169 611,908,856
Number of Class D Shares
Beginning balance 310,415,409 317,089,623
Class D Shares and Common Units exchanged for Class A Shares ( 1,796,206 ) ( 1,073,004 )
Ending Balance 308,619,203 316,016,619
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
Three Months Ended March 31,
2025 2024
Cash Flows from Operating Activities
Consolidated net income $ 36,670 $ 112,013
Adjustments to reconcile consolidated net income to net cash from operating activities:
Amortization of intangible assets 89,473 56,195
Equity-based compensation 169,676 65,713
Depreciation and amortization of fixed assets 5,557 2,809
Amortization of debt discounts and deferred financing costs 1,932 1,326
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 )
Net (gains) losses on investments, net of dividends on equity-method investments 8,358 ( 818 )
Change in TRA liability 4,276 ( 1,019 )
Change in warrant liability — 14,700
Change in earnout liability ( 2,318 ) 585
Deferred income taxes 1,898 9,130
Changes in operating assets and liabilities:
Due from related parties ( 73,943 ) ( 16,815 )
Strategic Revenue-Share Purchase consideration 11,116 10,660
Other assets, net ( 35,665 ) ( 634 )
Accrued compensation ( 212,518 ) ( 210,786 )
Accounts payable, accrued expenses and other liabilities 19,379 ( 2,536 )
Net Cash Provided by Operating Activities 17,586 47,247
Cash Flows from Investing Activities
Purchases of fixed assets ( 13,340 ) ( 6,141 )
Purchases of investments ( 22,205 ) ( 12,940 )
Proceeds from investment sales and maturities 43,229 3,750
Cash consideration paid for acquisitions, net of cash acquired ( 204,707 ) —
Net Cash Used in Investing Activities ( 197,023 ) ( 15,331 )
Cash Flows from Financing Activities
Proceeds from debt obligations 959,997 720,000
Debt issuance costs ( 12 ) 66
Repayments of debt obligations ( 360,000 ) ( 330,000 )
Payment of earnout liability, up to acquisition-date fair value — ( 69,738 )
Payments under the TRA ( 53,110 ) ( 28,166 )
Withholding taxes on vested RSUs ( 53,390 ) ( 17,435 )
Dividends paid on Class A Shares ( 110,010 ) ( 65,195 )
Contributions from noncontrolling interests 9,237 14,535
Distributions to noncontrolling interests ( 267,746 ) ( 204,384 )
Net Cash Provided by Financing Activities 124,966 19,683
Net Increase (Decrease) in Cash and Cash Equivalents ( 54,471 ) 51,599
Cash and cash equivalents, beginning of period 152,089 104,160
Cash and Cash Equivalents, End of Period $ 97,618 $ 155,759
Supplemental Information
Cash paid for interest $ 13,294 $ 11,018
Cash paid for income taxes $ 5,207 $ 5,077
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
1. ORGANIZATION
Blue Owl Capital Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager. Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real Assets platforms on behalf of institutional and private wealth clients.
The Company operates through one operating and reportable segment that provides asset management services to clients. The Company’s, and therefore the single segment’s, primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management. The Company generates substantially all of its revenues in the United States. The Company’s Chief Operating Decision Makers (“CODMs”) are its Co-CEOs. The Company concluded that it has a single operating segment, as this reflects how the CODMs allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with a single expense pool.
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”). 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”).
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. 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.
Business Combination and Acquisitions
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”).
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”).
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”).
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”).
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”).
On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC, a real estate lender (“Prima”) (the “Prima Acquisition”).
On July 1, 2024, the Company completed its acquisition of Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (“KAM”), a boutique investment management firm focused on providing asset management services to the insurance industry (the “KAM Acquisition”).
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
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”).
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. The IPI Acquisition collectively with the acquisitions listed above are referred to as the “Acquisitions.”
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. See Note 10 for additional information regarding the Services Agreement.
Registrant’s Capital Structure
The following table presents the number of shares of the Registrant and RSUs that were outstanding as of March 31, 2025:
March 31, 2025
Class A Shares 625,652,391
Class C Shares 607,561,169
Class D Shares 308,619,203
RSUs 30,193,865
Class A Shares —Shares of Class A common stock that are publicly traded. Class A stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”). As of 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. 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. Class C stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units). For every Common Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant. The Class C Shares are Low-Vote Shares as described above.
Class D Shares —Shares of Class D common stock that are not publicly traded. Class D stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units). For every Common Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant. The Class D Shares are High-Vote Shares as described above.
RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members. An RSU entitles the holder to receive a Class A Share, or cash equal to the fair value of a Class A Share at the election of the Board, upon completion of a requisite service period. RSUs granted to date do not accrue dividend equivalents. No RSUs were issued prior to the Business Combination. RSU grants are accounted for as equity-based compensation. See Note 10 for additional information.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
Blue Owl Operating Group’s Capital Structure
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”:
Units March 31, 2025
GP Units 625,652,391
Common Units 916,180,372
Incentive Units 29,286,006
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). 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. 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.
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. Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled. Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units.
Incentive Units —Incentive Units are Class P limited partner interests in 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. 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; however, consistent with other Blue Owl Operating Group Units, unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities. As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities.
Share Repurchases and RSUs Withheld for Tax Withholding
On February 5, 2025, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares (the “2025 Program”). Under the 2025 Program, repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027. 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
The following table presents RSUs withheld to satisfy tax withholding obligations during each of the indicated periods:
Three Months Ended March 31,
2025 2024
Number of RSUs withheld to satisfy tax withholding obligations 2,230,158 969,149
Acquisitions-Related Earnouts
In connection with certain Acquisitions, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events. See Note 3 for information regarding earnout arrangements related to the IPI Acquisition. 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. As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and tax receivable agreement (“TRA”) liability in connection with the exchanges. See the consolidated statements of changes in stockholders’ equity for these amounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These unaudited, interim, consolidated financial statements (“Financial Statements”) are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. All intercompany transactions and balances have been eliminated in consolidation. The notes are an integral part of the Company’s Financial Statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s Financial Statements have been included and are of a normal and recurring nature. The Company’s comprehensive income is comprised solely of consolidated net income (i.e., the Company has no other comprehensive income). These interim Financial Statements should be read in conjunction with the annual report for the year ended December 31, 2024, filed with the SEC on Form 10-K (the “Annual Report”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the Financial Statements. The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period; (ii) the fair value of the preferred equity investment and equity-based compensation grants; (iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration) and earnout liabilities; (iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets; (v) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation; and (vi) the qualitative and quantitative assessments of whether impairments of intangible assets and goodwill exist. Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are assumptions about the Company’s strategic plans with regard to its operations. While management believes that the estimates utilized in preparing the Financial Statements are reasonable and prudent, actual results could differ materially from those estimates.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
New Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the FASB. ASUs not listed below were not applicable, not expected to have a material impact on the Company’s Financial Statements when adopted or did not have a material impact on the Company’s Financial Statements upon adoption.
Standard Description Effective Date and
Method of Adoption Impact on Financial Statements
ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures The ASU enhances income tax disclosures for public business entities by requiring entities to disclose:
• A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e. expected) tax further broken out by nature and/or jurisdiction.
• Income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, and amounts paid to individual jurisdictions when 5% or more of the total income taxes are paid.
The ASU also includes other amendments, such as replacing the term ‘public entity’ with ‘public business entity’ and the removal of certain disclosures.
For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted.
The Company plans to adopt the ASU beginning with the 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.
ASU 2024-03 & ASU 2025-01 —Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses The ASU requires additional disclosures of the nature of expenses included in the income statement. The guidance requires footnote disclosures in a tabular format, disaggregating certain costs and expenses that includes any of the following expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation. All public business entities are required to adopt the ASU prospectively for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.
The Company plans to adopt the ASU beginning with the Form 10-K for the fiscal year ending December 31, 2027. 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
3. ACQUISITIONS AND INTANGIBLE ASSETS, NET
IPI Acquisition
The following table presents the consideration and net identifiable assets acquired and goodwill related to the IPI Acquisition:
(dollars in thousands)
Consideration
Equity consideration (1)
$ 922,174
Cash consideration (2)
243,434
Earnout liability 140,083
Total Consideration $ 1,305,691
Net Identifiable Assets Acquired and Goodwill
Assets acquired:
Cash and cash equivalents $ 1,107
Due from related parties 40,550
Intangible assets:
Investment management agreements 240,000
Investor relationships 105,000
Total intangible assets 345,000
Other assets, net 1,448
Total assets acquired 388,105
Liabilities assumed:
Accrued compensation 227
Operating lease liabilities 982
Accounts payable, accrued expenses and other liabilities 5,040
Total liabilities assumed 6,249
Net Identifiable Assets Acquired $ 381,856
Goodwill (3)
$ 923,835
(1) Represents Common Units issued to sellers.
(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. Approximately $ 199.4 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.
The acquired investment management agreements and investor relationships had a weighted-average amortization period of 5.5 years and 11.3 years, respectively, from the date of acquisition.
IPI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, January 3, 2025. 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. 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. 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
IPI Earnouts
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. A portion of this liability pertains to the pro-rated catch-up management fees earned with each subsequent close. These fees are payable in cash and are expected to be paid to the sellers later in 2025, after the Company has collected the catch-up fees from the fund. The remaining earnout liability represents the estimated fair value of additional Common Units the Company anticipates issuing to the sellers (the “IPI Subsequent Payment”). 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:
(dollars in thousands) March 31,
2025 December 31,
2024 Remaining Weighted-Average Amortization Period as of March 31, 2025
Intangible assets, gross:
Investment management agreements $ 3,505,420 $ 3,265,420 11.5 years
Investor relationships 575,300 470,300 8.3 years
Total intangible assets, gross 4,080,720 3,735,720
Accumulated amortization:
Investment management agreements ( 761,491 ) ( 685,765 )
Investor relationships ( 160,950 ) ( 147,203 )
Total accumulated amortization ( 922,441 ) ( 832,968 )
Total Intangible Assets, Net $ 3,158,279 $ 2,902,752
The following table presents expected future amortization of finite-lived intangible assets as of March 31, 2025:
(dollars in thousands)
Period Amortization
April 1, 2025 to December 31, 2025 $ 269,923
2026 345,246
2027 325,368
2028 319,543
2029 313,195
Thereafter 1,585,004
Total $ 3,158,279
Pro Forma Financial Information
Unaudited pro forma revenues were $ 683.5 million and $ 580.4 million for the three months ended March 31, 2025 and 2024, respectively. 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. 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. The pro forma information does not reflect the potential benefits of
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.
4. INVESTMENTS AND FAIR VALUE DISCLOSURES
The following table presents the components of the Company’s investments:
(dollars in thousands) March 31,
2025 December 31,
2024
Preferred equity investment, at fair value $ 268,263 $ 267,169
Equity investments in the Company’s products, at fair value
73,276 96,956
Equity investments in the Company’s products, equity method 62,252 63,465
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
Investments in the Company’s CLOs, at fair value 7,702 5,169
Total $ 466,136 $ 486,945
Fair Value Measurements Categorized within the Fair Value Hierarchy
Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these assets and liabilities. The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.
GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.
Financial assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values:
• Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date.
• Level II – Valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.
• Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation. The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields).
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs.
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:
March 31, 2025
(dollars in thousands) Level I Level II Level III Total
Investments, at Fair Value
Preferred equity investment $ — $ — $ 268,263 $ 268,263
Equity investments in the Company’s products — 73,276 — 73,276
CLOs — — 7,702 7,702
Total Assets, at Fair Value $ — $ 73,276 $ 275,965 $ 349,241
Liabilities, at Fair Value
TRA liability $ — $ — $ 97,228 $ 97,228
Earnout liability — 526 305,680 306,206
Total Liabilities, at Fair Value $ — $ 526 $ 402,908 $ 403,434
December 31, 2024
(dollars in thousands) Level I Level II Level III Total
Investments, at Fair Value
Preferred equity investment $ — $ — $ 267,169 $ 267,169
Equity investments in the Company’s products — 96,956 — 96,956
CLOs — — 5,169 5,169
Total Assets, at Fair Value $ — $ 96,956 $ 272,338 $ 369,294
Liabilities, at Fair Value
TRA liability $ — $ — $ 108,257 $ 108,257
Earnout liability — 529 167,912 168,441
Total Liabilities, at Fair Value $ — $ 529 $ 276,169 $ 276,698
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
Reconciliation of Fair Value Measurements Categorized within Level III
Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other loss in the consolidated statements of operations. There were no transfers in or out of Level III. The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31, 2025 Level III Assets
(dollars in thousands) Preferred Equity CLOs Total
Beginning balance $ 267,169 $ 5,169 $ 272,338
Purchases (1)
8,081 3,986 12,067
Net losses ( 6,987 ) ( 1,453 ) ( 8,440 )
Ending Balance $ 268,263 $ 7,702 $ 275,965
Change in net unrealized losses on assets still recognized at the reporting date $ ( 6,987 ) $ ( 1,453 ) $ ( 8,440 )
(1) Preferred equity purchases includes $ 8.1 million of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.
Three Months Ended March 31, 2024 Level III Assets
(dollars in thousands) CLOs Total
Beginning balance $ 2,521 $ 2,521
Net losses ( 144 ) ( 144 )
Ending Balance $ 2,377 $ 2,377
Change in net unrealized losses on assets still recognized at the reporting date $ ( 144 ) $ ( 144 )
Three Months Ended March 31, 2025 Level III Liabilities
(dollars in thousands) TRA Liability Earnout Liability Total
Beginning balance $ 108,257 $ 167,912 $ 276,169
Issuances — 140,083 140,083
Settlements ( 14,556 ) — ( 14,556 )
Net (gains) losses 3,527 ( 2,315 ) 1,212
Ending Balance $ 97,228 $ 305,680 $ 402,908
Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 3,527 $ ( 2,315 ) $ 1,212
Three Months Ended March 31, 2024 Level III Liabilities
(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total
Beginning balance $ 116,398 $ 22,600 $ 92,119 $ 231,117
Settlements ( 8,551 ) — ( 82,875 ) ( 91,426 )
Net (gains) losses ( 536 ) 14,700 402 14,566
Ending Balance $ 107,311 $ 37,300 $ 9,646 $ 154,257
Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 536 ) $ 14,700 $ 402 $ 14,566
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III
Preferred Equity Investment
The fair value of the preferred equity investment is determined using a discounted cash flow model, which estimates the present value of future expected cash flows. The key inputs in this model include the projected cash flows attributable to the preferred interest and the discount rate. The expected cash flows are based on management’s forecasts and projections, taking into consideration market conditions and redemption of the preferred interest. The discount rate applied reflects the time value of money and the risks associated with the preferred interest, which includes assumptions about the risk-free rate, credit risk, and market volatility. This investment is generally classified as Level III.
Equity Investments in the Company’s Products
The fair value of equity investments in the Company’s products is determined based on the published net asset value of these investments, as such values are the price at which contributions and redemptions are effectuated on a monthly basis. These investments are generally classified as Level II. The remaining balance is generally redeemable on a monthly basis at the Company’s option.
CLOs
The fair value of CLOs are determined based on inputs from independent pricing services. These investments are classified as Level III. The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality.
TRA Liability
The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows. The remaining TRA liability on the Company’s consolidated statements of financial condition is not measured at fair value.
Earnout Liability
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. 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. These models consider current progress towards revenue targets, as well as forecasts, to simulate a range of outcomes based on market inputs such as volatility. For other earnouts, the Company uses a discounted cash flow model, which estimates the present value of future expected cash flows. The key inputs in this model include the projected cash flows attributable to the respective earnout and the discount rate.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III
The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of March 31, 2025:
(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input
Assets
Preferred equity $ 268,263 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
CLOs 7,702 Discounted cash flow Yield 10 % - 15 % 11 % Decrease
Total Assets, at Fair Value $ 275,965
Liabilities
TRA liability $ 97,228 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
Earnout liability:
180,364 Monte Carlo Simulation Volatility 21 % - 37 % 24 % Increase
125,316 Discounted cash flow Discount Rate 0 % - 6 % 0 % Decrease
305,680
Total Liabilities, at Fair Value $ 402,908
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
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
Assets
Preferred equity $ 267,169 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
CLOs 5,169 Discounted cash flow Yield 10 % - 16 % 12 % Decrease
Total Assets, at Fair Value $ 272,338
Liabilities
TRA liability $ 108,257 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
Earnout liability:
163,001 Monte Carlo Simulation Volatility 20 % - 37 % 29 % Increase
4,911 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease
167,912
Total Liabilities, at Fair Value $ 276,169
Fair Value of Other Financial Instruments
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.
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.
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.
5. LEASES
The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices. The operating lease for the Company’s headquarters does not include any renewal options; however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised.
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
(dollars in thousands) Three Months Ended March 31,
Lease Cost 2025 2024
Operating lease cost $ 10,746 $ 10,759
Short term lease cost 699 37
Net Lease Cost $ 11,445 $ 10,796
(dollars in thousands) Three Months Ended March 31,
Supplemental Lease Cash Flow Information 2025 2024
Cash paid (received) for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases (1)
$ 9,177 $ ( 9,065 )
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 25,086 $ 5,495
(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.
Lease Term and Discount Rate March 31
2025 December 31, 2024
Weighted-average remaining lease term:
Operating leases 12.8 years 13.1 years
Weighted-average discount rate:
Operating leases 5.6 % 5.6 %
(dollars in thousands)
Future Maturity of Operating Lease Payments Operating Leases
April 1, 2025 to December 31, 2025 $ 24,048
2026 49,435
2027 48,138
2028 48,151
2029 44,597
Thereafter 377,571
Total Lease Payments 591,940
Imputed interest ( 182,688 )
Total Lease Liabilities $ 409,252
Amounts presented in the table above are presented net of tenant improvement allowances and reflect the impacts of rent holiday periods.
The Company has future operating lease payments of approximately $ 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. These operating lease payments are anticipated to commence in the second quarter of 2025 and continue for approximately 15 years.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
6. OTHER ASSETS, NET
(dollars in thousands) March 31,
2025 December 31,
2024
Fixed assets, net:
Leasehold improvements $ 190,468 $ 178,398
Furniture and fixtures 36,795 31,553
Computer hardware and software 11,582 9,386
Accumulated depreciation and amortization ( 37,145 ) ( 31,588 )
Fixed assets, net 201,700 187,749
Receivables 27,844 26,634
Prepaid expenses 29,136 17,768
Unamortized debt issuance costs on revolving credit facilities 9,150 9,678
Other assets 41,400 16,919
Total $ 309,230 $ 258,748
7. DEBT OBLIGATIONS, NET
The following tables summarize outstanding debt obligations of the Company:
March 31, 2025
(dollars in thousands) Maturity
Date
Aggregate
Facility
Size
Outstanding
Debt
Amount Available
Net Carrying Value
2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,882
2031 Notes 6/10/2031 700,000 700,000 — 689,522
2032 Notes 2/15/2032 400,000 400,000 — 393,581
2034 Notes 4/18/2034 1,000,000 1,000,000 — 979,798
2051 Notes 10/7/2051 350,000 350,000 — 338,420
Revolving Credit Facility 7/23/2029 1,725,000 730,000 984,621 730,000
Total $ 4,234,800 $ 3,239,800 $ 984,621 $ 3,190,203
December 31, 2024
(dollars in thousands) Maturity
Date
Aggregate
Facility
Size
Outstanding
Debt
Amount Available
Net Carrying Value
2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,495
2031 Notes 6/10/2031 700,000 700,000 — 689,097
2032 Notes 2/15/2032 400,000 400,000 — 393,346
2034 Notes 4/18/2034 1,000,000 1,000,000 979,247
2051 Notes 10/7/2051 350,000 350,000 — 338,311
Revolving Credit Facility 7/23/2029 1,725,000 130,000 1,585,621 130,000
Total $ 4,234,800 $ 2,639,800 $ 1,585,621 $ 2,588,496
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
Revolving Credit Facility
The Company, through its indirect subsidiary, Blue Owl Finance LLC, maintains a revolving credit facility (the “Revolving Credit Facility”), with a borrowing capacity of $ 1.7 billion that matures on July 23, 2029. Amounts available for the Revolving Credit Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases. Borrowings under the Revolving Credit Facility bear interest at the Company’s discretion at a rate (a) per annum of adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 0.875 % to 1.375 %, plus 0.1 % term SOFR adjustment, or (b) the greater of the (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % or (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.00 % to 0.375 %. The Company is subject to an undrawn commitment fee rate of 0.08 % to 0.2 % of the daily amount of available revolving commitment. The borrowing rates for balances outstanding under the Revolving Credit Facility as of March 31, 2025 and December 31, 2024 were 5.67 % and 5.72 %, respectively.
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.
8. COMMITMENTS AND CONTINGENCIES
Tax Receivable Agreement
Pursuant to the TRA, the Company will pay 85 % of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of the Blue Owl Operating Group related to the Business Combination and any subsequent exchanges of Blue Owl Operating Group Units for shares of the Registrant or cash.
Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and pays recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA. In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions.
The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.
During the three months ended March 31, 2025, the Company made TRA payments of $ 53.1 million (including $ 4.7 million to related parties). 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
April 1, 2025 to December 31, 2025 $ —
2026 67,162
2027 81,738
2028 109,019
2029 118,251
Thereafter 1,183,802
Total Payments 1,559,972
Less adjustment to fair value for contingent consideration ( 116,999 )
Total TRA Liability $ 1,442,973
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
Unfunded Product Commitments
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
In the normal course of business, the Company enters into contracts that contain indemnities or guarantees for related parties of the Company, including the Company’s products, as well as persons acting on behalf of the Company or such related parties and third parties. The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition. As of March 31, 2025, the Company has not had prior claims or losses pursuant to these arrangements.
Litigation
From time to time, the Company is involved in legal actions in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
9. REVENUES
The following table presents a disaggregated view of the Company’s revenues:
Three Months Ended March 31,
(dollars in thousands) 2025 2024
Credit Platform
Direct lending $ 299,089 $ 258,076
Alternative credit 21,185 —
Investment grade credit 16,687 —
Liquid credit 7,480 6,799
Other 9,933 5,926
Management Fees, Net 354,374 270,801
Administrative, transaction and other fees 51,610 47,421
Performance revenues 2,956 175
Total GAAP Revenues - Credit Platform 408,940 318,397
GP Strategic Capital Platform
GP minority stakes 148,443 139,786
GP debt financing 2,392 5,405
Professional sports minority stakes 643 1,232
Strategic Revenue-Share Purchase consideration amortization ( 11,116 ) ( 10,660 )
Management Fees, Net 140,362 135,763
Administrative, transaction and other fees 10,872 10,800
Total GAAP Revenues - GP Strategic Capital Platform 151,234 146,563
Real Assets Platform
Net lease 46,836 41,334
Real estate credit 10,381 —
Digital infrastructure 52,233 —
Management Fees, Net 109,450 41,334
Administrative, transaction and other fees 10,506 5,176
Performance revenues 3,356 1,870
Total GAAP Revenues - Real Assets Platform 123,312 48,380
Total GAAP Revenues $ 683,486 $ 513,340
The table below presents the beginning and ending balances of the Company’s management fees, performance revenues and administrative, transaction and other fees receivable and unearned management fees. Substantially all of the amounts receivable are collected during the following quarter. A liability for unearned management fees is generally recognized when management fees are paid to the Company in advance. The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period. Management fees are primarily included within due from related parties and a portion is also included within other assets in the Company’s consolidated statements of financial condition. Performance revenues and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated statements of financial condition.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
Three Months Ended
March 31,
(dollars in thousands) 2025 2024
Management Fees Receivable
Beginning balance $ 356,413 $ 243,203
Ending balance $ 451,389 $ 270,139
Administrative, Transaction and Other Fees Receivable
Beginning balance $ 67,920 $ 42,059
Ending balance $ 66,434 $ 41,805
Performance Revenues Receivable
Beginning balance $ 1,672 $ 2,975
Ending balance $ 2,323 $ 1,184
Unearned Management Fees
Beginning balance $ 7,613 $ 9,398
Ending balance $ 6,918 $ 7,610
The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration. The consideration paid in 2021, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized.
Three Months Ended
March 31,
(dollars in thousands) 2025 2024
Beginning Balance $ 373,528 $ 417,081
Amortization ( 11,116 ) ( 10,660 )
Ending Balance $ 362,412 $ 406,421
10. EQUITY-BASED COMPENSATION
The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the Second Amended and Restated Blue Owl Capital Inc. 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.
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. 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. 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
The table below presents information regarding equity-based compensation expense.
Three Months Ended March 31,
(dollars in thousands) 2025 2024
Business Combination grants $ 11,485 $ 17,460
Acquisition related 82,999 2,103
Other 75,192 46,150
Equity-Based Compensation Expense $ 169,676 $ 65,713
Corresponding tax benefit $ 2,278 $ 825
Fair value of RSUs settled in Class A Shares $ 67,315 $ 22,580
Fair value of RSUs withheld to satisfy tax withholding obligations $ 53,390 $ 17,435
Services Agreement
Under the terms of the Services Agreement, ICONIQ will receive Incentive Units as compensation for the services performed. The Incentive Units will be issued in two tranches. 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. 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. The second tranche of Incentive Units is expected to be issued in 2028, contingent upon achieving certain future targets outlined in the Services Agreement. 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.
Incentive Units issued under this agreement will be fully vested upon issuance. 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. 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. As of March 31, 2025, unamortized expense related to the Services Agreement was $ 721.1 million, with a remaining amortization period of three years .
11. INCOME TAXES
The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date. The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for future interim periods may vary materially.
The Registrant is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal and state and local corporate-level income taxes on its share of taxable income from the Blue Owl Operating Group. Further, the Registrant’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and its underlying assets and liabilities. The Company’s estimate is based on the most recent information available. The tax basis and state impact of the Blue Owl Operating Group and its underlying assets and liabilities are based on estimates of the Company’s tax returns, which are subject to finalization. Blue Owl Holdings is a partnership for U.S. federal income tax purposes and a taxable entity for certain state and local taxes, such as New York City unincorporated business tax (“UBT”).
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
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.
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. 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. In the normal course of business, the tax years that remain open under the statute of limitations may be subject to examinations by the appropriate tax authorities. The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2020.
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. 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. See the Company’s consolidated statements of changes in stockholders’ equity for these amounts.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
12. EARNINGS PER SHARE
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. Instruments that could potentially dilute the earnings are included in the calculation only if they would have a dilutive effect.
Basic Diluted
Class A Shares (1)
Included Included
Class B Shares None outstanding None outstanding
Class C Shares and Class D Shares Non-economic voting shares of the Registrant Non-economic voting shares of the Registrant
Vested RSUs (1)
Included Included
Unvested RSUs Excluded Treasury stock method
Warrants (2)
Excluded Treasury stock method
Prima Earnouts - portion payable in Class A Shares (3)
Contingently issuable shares Contingently issuable shares
Potentially Dilutive Instruments of the Blue Owl Operating Group:
Vested Common Units and Incentive Units (4)
n/a If-converted method
Unvested Incentive Units (4)
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)
n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
Prima Earnouts - portion payable in Common Units (3)
n/a Contingently issuable shares - If-converted method
Compensation-classified Atalaya Earnouts (6)
n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
Contingent consideration-classified Atalaya Earnouts (6)
n/a Contingently issuable shares - If-converted method
Services Agreement-related Incentive Units (7)
n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
IPI Subsequent Payment (8)
n/a Contingently issuable shares - If-converted method
(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares, as such shares are issuable for no consideration. These RSUs do not participate in dividends until settled in Class A Shares. These vested RSUs totaled 11,431,589 and 12,098,617 for the three months ended March 31, 2025 and 2024, respectively.
(2) The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income attributable to Blue Owl Capital Inc. for the period.
(3) 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. 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.
(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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
(5) The Second Oak Street Earnouts were settled as common units during the three months ended March 31, 2024.
(6) As of March 31, 2025, the Atalaya Triggering Event with respect to the Atalaya Earnouts had not occurred. 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.
(7) As of March 31, 2025, the contingencies related to the Services Agreement payments have not yet been resolved. 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.
(8) As of March 31, 2025, the contingencies related to the IPI Subsequent Payment have not been fully resolved. 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.
Three Months Ended March 31, 2025 Net Income
Attributable to
Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per
Class A Share Weighted-Average Number of Antidilutive Instruments
(dollars in thousands, except per share amounts)
Basic $ 7,430 625,854,106 $ 0.01
Effect of dilutive securities:
Unvested RSUs — 9,651,868 —
Vested Common Units — — 924,730,180
Vested Incentive Units — — 8,529,261
Unvested Incentive Units — — 20,926,375
IPI Subsequent Payment ( 5,696 ) 2,986,549 —
Diluted $ 1,734 638,492,523 $ 0.00
Three Months Ended March 31, 2024 Net Income Attributable to
Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per
Class A Share Weighted-Average Number of Antidilutive Instruments
(dollars in thousands, except per share amounts)
Basic $ 25,091 488,435,221 $ 0.05
Effect of dilutive securities:
Unvested RSUs — 8,685,416 —
Warrants ( 5,153 ) 1,617,910 —
Vested Common Units — — 951,592,871
Vested Incentive Units — — 8,636,283
Unvested Incentive Units — — 25,282,958
Diluted $ 19,938 498,738,547 $ 0.04
13. RELATED PARTY TRANSACTIONS
The majority of the Company’s revenues, including all management fees and certain administrative, transaction and other fees, are earned from the products it manages, which are related parties of the Company.
The Company also has arrangements in place with products that it manages, whereby certain costs are initially paid by the Company and subsequently are reimbursed by the products. These amounts are included within due from related parties in the Company’s consolidated statements of financial condition.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025
(dollars in thousands) March 31,
2025 December 31,
2024
Management fees $ 449,694 $ 349,704
Performance revenues 2,323 1,672
Administrative fees 66,434 67,920
Other expenses paid on behalf of the Company’s products and other related parties 146,500 129,434
Due from Related Parties $ 664,951 $ 548,730
Administrative Fees
Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by the products it manages and other related parties. These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 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. 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.
Expense Support and Caps Arrangements
The Company is party to expense support and cap arrangements with certain of the products it manages. Pursuant to these arrangements, the Company may absorb certain expenses of these products when in excess of stated expense caps or until such products reach certain profitability, cash flow or fundraising thresholds. In certain cases, the Company is able to recover these expenses once certain profitability, cash flow or fundraising thresholds are met. The Company recorded net expenses (recoveries) related to these arrangements of $( 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.
Aircraft Reimbursements
In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates. 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. 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. 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
On August 8, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 250.0 million. On November 9, 2023, the promissory note was amended to maintain the total borrowing capacity of $ 250.0 million upon repayment of borrowings and established a maturity date of June 30, 2024. As of June 30, 2024, this promissory note was fully repaid. The promissory note bore interest at a rate of SOFR plus 1.55 %, subject to change based on credit rating and leverage ratio. 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
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. The promissory note bears interest at a rate of SOFR plus 4.25 %, with any such interest amounts capitalized monthly. Any unpaid principal balance and unpaid accrued interest may be prepaid in full or in part any time prior to maturity in January 2026. As of 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. 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.
Investment Sale with Deferred Purchase Price
On December 30, 2024, the Company sold an investment in a product it manages to another product managed by the Company for cash consideration of $ 22.3 million and a deferred, non-interest bearing amount due of $ 44.5 million, payable in two equal installments on December 31, 2025, and December 31, 2026. The Company recorded a deferred purchase price receivable of $ 40.6 million for the deferred purchase price, representing the present value of these installment payments, and will recognize the discount as interest income over the two-year deferred payment period. As a result of the sale and discount on the receivable, the Company recognized a loss of $ 4.9 million for the year ended December 31, 2024. 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.
14. SUBSEQUENT EVENTS
Dividend
On May 1, 2025, the Company announced a cash dividend of $ 0.225 per Class A Share. The dividend is payable on May 28, 2025, to holders of record as of the close of business on May 14, 2025.
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