Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), should be read in conjunction with the Financial Statements. For a description of our business, please see “Item 1. Business” in the Annual Report.
The following discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Part II Other Information - Item 1A. Risk Factors.”
Overview
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
Net Income Attributable to Blue Owl Capital Inc. $ 17,426 $ 33,945 $ 24,856 $ 59,036
Fee-Related Earnings (1)
$ 358,343 $ 296,475 $ 703,734 $ 586,173
Distributable Earnings (1)
$ 323,014 $ 272,965 $ 585,530 $ 513,064
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.
Assets Under Management
Blue Owl
AUM: $284.1 billion
FPAUM: $177.5 billion
Credit
AUM: $145.5 billion
FPAUM: $93.7 billion
Real Assets
AUM: $71.5 billion
FPAUM: $45.4 billion
GP Strategic Capital
AUM: $67.1 billion
FPAUM: $38.4 billion
Direct Lending
AUM: $107.7 billion
FPAUM: $61.4 billion
Net Lease
AUM: $40.0 billion
FPAUM: $19.2 billion
GP Minority Stakes
AUM: $63.4 billion
FPAUM: $36.7 billion
Alternative Credit
AUM: $10.9 billion
FPAUM: $5.9 billion
Real Estate Credit
AUM: $15.8 billion
FPAUM: $14.5 billion
GP Debt Financing
AUM: $2.7 billion
FPAUM: $1.4 billion
Investment Grade Credit
AUM: $17.0 billion
FPAUM: $17.1 billion
Digital Infrastructure
AUM: $15.6 billion
FPAUM: $11.6 billion
Professional Sports
Minority Stakes
AUM: $1.0 billion
FPAUM: $0.4 billion
Liquid Credit
AUM: $6.9 billion
FPAUM: $6.9 billion
Other
AUM: $3.0 billion
FPAUM: $2.5 billion
All amounts shown as of June 30, 2025, totals may not sum due to rounding.
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As of June 30, 2025, our AUM was $284.1 billion, which included $177.5 billion of FPAUM. As of June 30, 2025, we had $28.6 billion in AUM not yet paying fees, providing $379 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Business Environment
Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.
During the second quarter of 2025, global equity and debt markets experienced significant volatility driven by the announcement of tariffs, which impacted investor expectations regarding economic growth and multi-national trade dynamics. Our management-fee-centric business model and base of Permanent Capital supported the continued resiliency of our earnings and the strength of our business growth, much as we demonstrated in prior periods of enhanced uncertainty such as the COVID-19 pandemic and the subsequent spike in global inflation. We believe that our products are well-suited for this type of market environment and should demonstrate the benefits of income generation, inflation protection and structural downside protection through periods of dislocation.
Over the past twelve months, approximately 86% and 87% of our GAAP and FRE management fees, respectively, were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure on our asset base from redemptions. We had a record fundraising quarter, bringing in $13.9 billion of new capital commitments during the second quarter of 2025, resulting in $54.6 billion of total capital raised during the last twelve months. Fundraising, capital deployment, and acquisitions contributed to management fee growth of over 30% over the last twelve months, compared with the prior corresponding period. We ended the second quarter of 2025 with substantial available capital to deploy, reporting approximately $28.6 billion of AUM not yet paying fees.
During the second quarter of 2025, industry M&A and capital markets activity remained relatively lackluster, further shining a spotlight on the importance of scale and incumbency in generating deployment opportunities during more challenged market landscapes. While the market volatility in April and subsequent pause of capital markets did not extend into the back half of the second quarter, we believe it pushed out further the return of significant M&A activity, extending pipelines across the industry.
Despite these dynamics, the second quarter of 2025 was moderately active for direct lending deployment, with $9.7 billion of originations, bringing our last twelve month gross deployment to $46.9 billion and net funded deployment to $13.5 billion. Much like in direct lending, we saw cross-platform network effects benefiting our alternative credit and investment grade credit strategies, demonstrating the expanding role that private lenders are being asked to play in the broader credit markets. In alternative credit, we renewed and upsized a forward flow agreement with a large consumer lending platform and upsized a transaction with a U.K.-based lender that funds both U.S. and U.K. small businesses.
In Real Assets, we held the first close for the seventh vintage of our net lease strategy, less than 15 months after the final close of the prior vintage. Deployment opportunities in net lease, and across the Real Assets platform broadly, remain robust, as we believe the large capital needs in the data center space are creating an important risk-reward setup. This includes the largest data center project in the U.S., which Real Assets is financing. These strategies present a differentiated proposition – offering the ability to fund the leading edge of innovation, but to do so through products and structures that are designed to be income-oriented and downside protected for our investors.
We continue to see attractive deployment opportunities for our GP Strategic Capital products, putting capital to work in the second investment out of the latest flagship GP minority stakes vintage. Capital needs across the private alternative asset management sector remain elevated, particularly in a more challenging fundraising and realization environment. Our GP minority stakes strategy stands out in this environment due to its demonstrated ability to generate return of capital, or distributions paid in, to investors. Over the past year, our GP Strategic Capital flagship funds have distributed more than $2.9 billion in a market where return of capital has been scarce, situating our funds within the top quartile on this important metric.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements. See “ Item 1A. Risk Factors — Risks Related to Macroeconomic Factors ” in our Annual Report.
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Additionally, we intend to pursue strategic acquisitions and investments to accelerate our growth and broaden our product offerings. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
As of June 30, 2025, assets under management related to us, our executives and other employees totaled approximately $5.4 billion (including $2.9 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
Management uses AUM not yet paying fees as an indicator of management fees that will come online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide $379 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
All amounts shown as of June 30, 2025, totals may not sum due to rounding.
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Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenue streams. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the remaining contractual life is five years or more, which may cause our percentage of management fees from Permanent Capital to decline.
Changes in AUM
Three Months Ended June 30, 2025 Three Months Ended June 30, 2024
(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total
Beginning Balance $ 139,239 $ 67,062 $ 66,968 $ 273,269 $ 91,289 $ 27,238 $ 55,793 $ 174,320
Acquisitions — — — — — 10,850 — 10,850
New capital raised 5,833 5,799 445 12,077 3,433 659 1,288 5,380
Change in debt 3,068 (1,263) — 1,805 1,341 608 — 1,949
Distributions (3,252) (915) (698) (4,865) (1,669) (270) (643) (2,582)
Change in value / other 580 803 416 1,799 710 123 1,406 2,239
Ending Balance $ 145,468 $ 71,486 $ 67,131 $ 284,085 $ 95,104 $ 39,208 $ 57,844 $ 192,156
Six Months Ended June 30, 2025 Six Months Ended June 30, 2024
(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total
Beginning Balance $ 135,710 $ 49,374 $ 66,035 $ 251,119 $ 84,632 $ 26,856 $ 54,199 $ 165,687
Acquisitions — 14,206 — 14,206 — 10,850 — 10,850
New capital raised 9,803 7,952 1,003 18,758 6,463 1,708 1,950 10,121
Change in debt 4,421 142 — 4,563 5,238 735 — 5,973
Distributions (5,918) (1,392) (900) (8,210) (2,918) (468) (729) (4,115)
Change in value / other 1,452 1,204 993 3,649 1,689 (473) 2,424 3,640
Ending Balance $ 145,468 $ 71,486 $ 67,131 $ 284,085 $ 95,104 $ 39,208 $ 57,844 $ 192,156
Credit. The increase in AUM for the six months ended June 30, 2025 was driven by the following:
• $7.2 billion new capital raised in direct lending products, primarily driven by continued private wealth fundraising in OCIC and OTIC, $1.0 billion in alternative credit products, $0.8 billion in strategic equity products and $0.4 billion in liquid credit products.
• $4.4 billion of additional net debt commitments, primarily in direct lending as we continue to opportunistically manage leverage in our BDCs.
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• $5.9 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs, alternative credit products and CLOs. Redemptions and repurchases from these products were not material.
• $1.5 billion of overall appreciation across the platform, primarily in direct lending.
Real Assets. The increase in AUM for the six months ended June 30, 2025 was driven by $14.2 billion of products added in connection with the IPI Acquisition, as well as new capital raised of $8.0 billion across various products, primarily in our seventh flagship net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT, and Blue Owl Digital Infrastructure Fund III (“ODI III”), our digital infrastructure drawdown product, as well as additional fundraising in other recently launched products.
GP Strategic Capital. The increase in AUM for the six months ended June 30, 2025 was driven by new capital raised of $1.0 billion, primarily in our sixth flagship minority equity stakes product and overall appreciation primarily in our GP minority stakes strategy of $1.0 billion, partially offset by distributions of $0.9 billion, primarily in our GP minority stakes strategy.
Changes in FPAUM
Three Months Ended June 30, 2025 Three Months Ended June 30, 2024
(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total
Beginning Balance $ 92,890 $ 43,920 $ 37,822 $ 174,632 $ 58,779 $ 14,895 $ 31,763 $ 105,437
Acquisitions — — — — — 9,430 — 9,430
New capital raised / deployed 2,676 2,042 654 5,372 5,760 919 1,025 7,704
Distributions (2,738) (856) (108) (3,702) (1,547) (270) — (1,817)
Change in value / other 856 260 64 1,180 744 51 — 795
Ending Balance $ 93,684 $ 45,366 $ 38,432 $ 177,482 $ 63,736 $ 25,025 $ 32,788 $ 121,549
Six Months Ended June 30, 2025 Six Months Ended June 30, 2024
(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total
Beginning Balance $ 90,957 $ 31,500 $ 37,337 $ 159,794 $ 57,074 $ 14,547 $ 31,075 $ 102,696
Acquisitions — 10,723 — 10,723 — 9,430 — 9,430
New capital raised / deployed 6,034 3,860 1,211 11,105 7,850 1,858 1,713 11,421
Distributions (4,753) (1,333) (235) (6,321) (2,704) (468) — (3,172)
Change in value / other 1,446 616 119 2,181 1,516 (342) — 1,174
Ending Balance $ 93,684 $ 45,366 $ 38,432 $ 177,482 $ 63,736 $ 25,025 $ 32,788 $ 121,549
Credit. The increase in FPAUM for the six months ended June 30, 2025 was driven by the following:
• $4.5 billion new capital raised in direct lending products, primarily driven by continued private wealth fundraising in OCIC, $0.8 billion in strategic equity products, $0.5 billion in alternative credit products and $0.4 billion in liquid credit products.
• $4.8 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs and CLOs. Redemptions and repurchases from these products were not material.
• $1.4 billion of overall appreciation across the platform, primarily in direct lending.
Real Assets. The increase in FPAUM for the six months ended June 30, 2025 was driven by the $10.7 billion of products added in connection with the IPI Acquisition, as well as capital raised and deployed of $3.9 billion, primarily in ORENT and ODI III.
GP Strategic Capital. The increase in FPAUM for the six months ended June 30, 2025 was driven by new capital raised of $1.2 billion, primarily in our sixth flagship minority equity stakes product.
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Product Performance
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of Blue Owl’s performance. Additionally, the nature of a product's performance itself is not considered in determining whether a product should be included in the tables below. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have been deploying capital for less than two years as such information is generally not meaningful (“NM”).
Credit
MoIC IRR
(dollars in millions) Year of
Inception AUM Capital
Raised
(6) Invested
Capital
(7) Realized
Proceeds
(8) Unrealized
Value
(9) Total
Value Gross (10) Net (11) Gross (12) Net (13)
Direct Lending
Blue Owl Capital Corporation (1)(2) 2016 $ 21,497 $ 7,736 $ 7,736 $ 3,915 $ 7,739 $ 11,654 1.70x 1.51x 13.6 % 9.9 %
Blue Owl Credit Income Corp. (1)(3) 2020 $ 34,237 $ 17,540 $ 16,106 $ 2,614 $ 16,270 $ 18,884 NM 1.17x NM 10.6 %
Blue Owl Technology Finance Corp. (1)(4) 2018 $ 16,543 $ 7,707 $ 7,707 $ 1,121 $ 7,947 $ 9,068 1.23x 1.18x 12.0 % 9.0 %
Alternative Credit
Blue Owl Asset Special Opportunities Fund VIII (5) 2021 $ 1,765 $ 1,849 $ 1,711 $ 415 $ 1,928 $ 2,343 1.41x 1.37 x 20.1 % 15.2 %
(1) Information presented in the AUM through IRR columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date. Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.
(2) On January 13, 2025, OBDC completed its merger with OBDE, with OBDC as the surviving company.
(3) For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for OCIC.
(4) On March 24, 2025, OTF completed its merger with OTF II, with OTF as the surviving company.
(5) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(6) Includes reinvested dividends and share repurchases, if applicable.
(7) Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.
(8) Realized proceeds represent the sum of all cash distributions to investors.
(9) Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(10) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of all other expenses.
(11) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(12) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of all other expenses.
(13) Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
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Real Assets
MoIC IRR
(dollars in millions) Year of Inception AUM Capital Raised Invested Capital
(3) Realized
Proceeds
(4) Unrealized
Value
(5) Total
Value Gross (6) Net (7) Gross (8) Net (9)
Net Lease
Blue Owl Real Estate Fund IV 2017 $ 900 $ 1,250 $ 1,250 $ 1,502 $ 357 $ 1,859 1.62x 1.48x 19.5 % 16.0 %
Blue Owl Real Estate Net Lease Property Fund 2019 $ 7,507 $ 4,852 $ 4,205 $ 1,821 $ 3,312 $ 5,133 1.26x 1.22x 8.6 % 7.4 %
Blue Owl Real Estate Fund V 2020 $ 4,228 $ 2,500 $ 2,500 $ 1,045 $ 2,330 $ 3,375 1.46x 1.35x 16.8 % 13.1 %
Blue Owl Real Estate Net Lease Trust (1) 2022 $ 7,756 $ 5,821 $ 5,821 $ 285 $ 5,345 $ 5,630 NM NM NM NM
Blue Owl Real Estate Fund VI 2022 $ 7,315 $ 5,163 $ 2,115 $ 119 $ 2,328 $ 2,447 1.23x 1.16x 22.4 % 15.1 %
Digital Infrastructure
Blue Owl Digital Infrastructure Fund I(2) 2016 $ 2,117 $ 1,484 $ 1,730 $ 1,337 $ 1,850 $ 3,187 1.97x 1.84x 18.1 % 13.6 %
Blue Owl Digital Infrastructure Fund II(2) 2020 $ 5,258 $ 3,805 $ 3,494 $ 28 $ 4,919 $ 4,947 1.49x 1.42x 16.7 % 11.3 %
Blue Owl Digital Infrastructure Fund III(2) 2022 $ 7,654 $ 7,170 $ 1,653 $ — $ 2,137 $ 2,137 1.43x 1.29x 42.4 % 20.7 %
(1) Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date. Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report. MoIC and IRR are not meaningful as we consider total return to be a useful measure of the overall investment performance for this product. Total net return was 7.9%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.
(2) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(3) Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable capital which has been reinvested and periodic investor closes, as applicable.
(4) Realized proceeds represent the sum of all cash distributions to investors.
(5) Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(6) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(7) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.
(8) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(9) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
GP Strategic Capital
MoIC IRR
(dollars in millions) Year of
Inception AUM Capital
Raised Invested
Capital
(2) Realized
Proceeds
(3) Unrealized
Value
(4) Total
Value Gross (5) Net (6) Gross (7) Net (8)
GP Minority Stakes (1)
Blue Owl GP Stakes I 2011 $ 764 $ 1,284 $ 1,266 $ 807 $ 561 $ 1,368 1.23x 1.08x 3.2 % 1.1 %
Blue Owl GP Stakes II 2014 $ 2,776 $ 2,153 $ 1,963 $ 1,060 $ 2,099 $ 3,159 1.92x 1.61x 12.5 % 8.4 %
Blue Owl GP Stakes III 2015 $ 9,873 $ 5,318 $ 3,289 $ 4,290 $ 5,376 $ 9,666 3.65x 2.94x 28.9 % 22.5 %
Blue Owl GP Stakes IV 2018 $ 16,412 $ 9,041 $ 6,621 $ 5,719 $ 8,481 $ 14,200 2.64x 2.14x 55.2 % 36.0 %
Blue Owl GP Stakes V 2020 $ 14,593 $ 12,852 $ 7,381 $ 2,724 $ 6,146 $ 8,870 1.37x 1.20x 29.6 % 15.3 %
(1) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag and is exclusive of investments made by the related carried interest vehicles of the respective products.
(2) Invested capital includes capital calls.
(3) Realized proceeds represent the sum of all cash distributions to investors.
(4) Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
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(6) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.
(7) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(8) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
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GAAP Results of Operations Analysis
As a result of the Prima Acquisition, KAM Acquisition, Atalaya Acquisition and IPI Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends. Prima’s, KAM’s, Atalaya’s and IPI’s results of operations are included from June 6, 2024, July 1, 2024, September 30, 2024, and January 3, 2025, respectively.
Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024
Three Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
Revenues
Management fees, net (includes Part I Fees of $137,965 and $129,442)
$ 623,369 $ 465,754 $ 157,615
Administrative, transaction and other fees 78,758 83,906 (5,148)
Performance revenues 979 188 791
Total Revenues, Net 703,106 549,848 153,258
Expenses
Compensation and benefits 326,300 227,103 99,197
Amortization of intangible assets 89,472 56,734 32,738
General, administrative and other expenses 188,052 93,458 94,594
Total Expenses 603,824 377,295 226,529
Other Loss
Net gains (losses) on investments (2,420) 2,624 (5,044)
Interest and dividend income 11,015 13,787 (2,772)
Interest expense (41,986) (32,715) (9,271)
Change in TRA liability (2,026) (2,978) 952
Change in warrant liability — 3,050 (3,050)
Change in earnout liability 20,629 (70) 20,699
Total Other Loss (14,788) (16,302) 1,514
Income Before Income Taxes 84,494 156,251 (71,757)
Income tax expense 13,798 18,197 (4,399)
Consolidated Net Income 70,696 138,054 (67,358)
Net income attributable to noncontrolling interests (53,270) (104,109) 50,839
Net Income Attributable to Blue Owl Capital Inc. $ 17,426 $ 33,945 $ (16,519)
Revenues, Net
Management Fees . The increase in management fees was primarily due to the drivers below. See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.
• Credit increased $79.7 million, including an increase in Part I Fees o f $8.3 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products. Also contributing to the increase were management fees of $19.3 million from alternative credit products as a result of the Atalaya Acquisition that closed in the third quarter of 2024, as well as management fees of $16.2 million from investment grade credit products as a result of the KAM Acquisition that closed in the third quarter of 2024.
• Real Assets increased $63.2 million, primarily due to management fees of $48.2 million related to digital infrastructure products as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Management fees from digital infrastructure included $15.7 million of catch-up fees, substantially all of which were paid as contingent consideration to the sellers of the IPI business. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT and Blue Owl Real Estate Fund VI (“OREF VI”).
• GP Strategic Capital increased $14.7 million , primarily driven by fundraising in our sixth flagship minority equity stakes product.
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Administrative, Transaction and Other Fees . The decrease in administrative, transaction and other fees was driven primarily by the following:
• $23.2 million decrease in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.
• $9.5 million increase in administrative fees, primarily due to a higher level of compensation expenses reimbursable from our products due to the growth in our products and business overall.
• $8.6 million increase in dealer manager revenues, primarily due to growth in the distribution of OCIC and ORENT.
Expenses
Compensation and Benefits. Compensation and benefits expenses increased primarily due to the following:
• $47.0 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth .
• $35.1 million increase in amortization related to recurring annual equity grants, driven by additional grants made during the fourth quarter of 2024 in connection with year-end bonus compensation.
• $17.1 million increase in amortization related to acquisition-related equity compensation, primarily due to the Atalaya Earnouts, as the Atalaya Acquisition closed in the third quarter of 2024.
Amortization of Intangible Assets. Amortization of intangible assets increased $32.7 million, primarily due to intangible assets acquired in connection with the IPI Acquisition, KAM Acquisition, Atalaya Acquisition and Prima Acquisition.
General, Administrative and Other Expenses . General, administrative and other expenses increased primarily due to the following:
• $56.9 million increase related to the Services Agreement (as defined in Note 1 to our Financial Statements), which was entered into in January 2025. See Note 10 to our Financial Statements for additional details on the Services Agreement.
• $8.6 million increase related to expense support, primarily related to recoveries related to a Credit product during the second quarter of 2024 versus expense support expenses for a Credit product during the second quarter of 2025.
• $8.1 million increase in dealer manager expenses, primarily due to growth in the distribution of OCIC and ORENT.
• $21.0 million increase in other operating expenses across various categories that were individually immaterial, primarily in office-related and other expenses driven by our continued growth.
Other Loss
Interest Expense . The increase in interest expense was driven by higher average debt outstanding, reflecting a higher average balance on our Revolving Credit Facility (as defined in Note 7 to our Financial Statements) and the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) in June 2024.
Change in Earnout Liability . The change in the earnout liability for the current year period was primarily driven by the IPI Earnouts (as defined in Note 3 to our Financial Statements), as an increase in our share price drove an increase in the value of Common Units (as defined in Note 1 to our Financial Statements) delivered to sellers during the second quarter of 2025.
Income Tax Expense
The change in income tax expense was due to lower pre-tax income in the current period as a result of the drivers discussed above. Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
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Net Income Attributable To Noncontrolling Interests
Net income attributable to noncontrolling interests primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s net income due to the drivers discussed above. The Common Units represent an approximately 58% and 66% weighted average economic interest in the Blue Owl Operating Group for the three months ended June 30, 2025 and 2024, respectively. The year-over-year decline in the Common Units’ interest in the Blue Owl Operating Group was driven by exchanges of Common Units for Class A Shares.
Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024
Six Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
Revenues
Management fees, net (includes Part I Fees of $270,521 and $249,603)
$ 1,227,555 $ 913,652 $ 313,903
Administrative, transaction and other fees 151,746 147,303 4,443
Performance revenues 7,291 2,233 5,058
Total Revenues, Net 1,386,592 1,063,188 323,404
Expenses
Compensation and benefits 652,240 451,894 200,346
Amortization of intangible assets 178,945 112,929 66,016
General, administrative and other expenses 378,831 170,206 208,625
Total Expenses 1,210,016 735,029 474,987
Other Loss
Net gains (losses) on investments (10,120) 5,797 (15,917)
Interest and dividend income 22,245 18,542 3,703
Interest expense (80,510) (55,199) (25,311)
Change in TRA liability (6,302) (1,959) (4,343)
Change in warrant liability — (11,650) 11,650
Change in earnout liability 22,947 (655) 23,602
Total Other Loss (51,740) (45,124) (6,616)
Income Before Income Taxes 124,836 283,035 (158,199)
Income tax expense 17,470 32,968 (15,498)
Consolidated Net Income 107,366 250,067 (142,701)
Net income attributable to noncontrolling interests (82,510) (191,031) 108,521
Net Income Attributable to Blue Owl Capital Inc. $ 24,856 $ 59,036 $ (34,180)
Revenues, Net
Management Fees . The increase in management fees was primarily due to the drivers below. See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.
• Credit increased $163.3 million, including an increase in Part I Fees of $22.5 million , primarily due to continued fundraising and deployment of capital within new and existing direct lending products. Also contributing to the increase were management fees of $40.5 million from alternative credit products as a result of the Atalaya Acquisition that closed in the third quarter of 2024, as well as management fees of $32.9 million from investment grade credit products as a result of the KAM Acquisition that closed in the third quarter of 2024.
• Real Assets increased $131.3 million, primarily due to management fees of $100.5 million related to digital infrastructure products as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Management fees from digital infrastructure included $35.1 million of catch-up fees, substantially all of which were paid as contingent consideration to the sellers of the IPI business. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT and OREF VI.
• GP Strategic Capital increased $19.3 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
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Administrative, Transaction and Other Fees . The increase in administrative, transaction and other fees was driven primarily by the following:
• $18.6 million increase in dealer manager revenues, primarily due to growth in the distribution of OCIC and ORENT.
• $17.8 million increase in administrative fees, driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.
• $32.0 million offsetting decrease in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.
Expenses
Compensation and Benefits. Compensation and benefits expenses increased, primarily due to the following:
• $105.7 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
• $63.5 million increase in amortization related to recurring annual equity grants, driven by additional grants made during the fourth quarter of 2024 in connection with year-end bonus compensation.
• $31.2 million increase in amortization related to acquisition-related equity compensation, primarily due to the Atalaya Earnouts, as the Atalaya Acquisition closed in the third quarter of 2024. See Note 3 to the financial statements in our Annual Report for additional information.
Amortization of Intangible Assets. Amortization of intangible assets increased $66.0 million, primarily due to intangible assets acquired in connection with the IPI Acquisition, KAM Acquisition, Atalaya Acquisition and Prima Acquisition.
General, Administrative and Other Expenses . General, administrative and other expenses increased, primarily driven by the following:
• $118.4 million increase related to the Services Agreement (as defined in Note 1 to our Financial Statements), which was entered into in January 2025. See Note 10 to our Financial Statements for additional details on the Services Agreement.
• $18.5 million increase related to dealer manager expenses, primarily due to growth in the distribution of OCIC and ORENT.
• $14.7 million increase in Transaction Expenses, primarily due to higher costs incurred in the current-year period related to the IPI Acquisition and BDC-related corporate actions, compared to costs incurred in the prior-year period related to the KAM Acquisition and Prima Acquisition.
• $8.5 million increase related to expense support for certain products that we manage.
• $48.5 million increase in other operating expenses across various categories that were individually immaterial, driven by our continued growth.
Other Loss
Net gains (losses) on investments . The change in net gains (losses) on investments for the current year period was driven by the change in fair value of the preferred equity investment made in April 2024 in Kuvare UK Holdings.
Interest Expense . The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 2034 Notes in April 2024 and June 2024, and a higher average balance on our Revolving Credit Facility.
Change in Earnout Liability . The change in the earnout liability for the current year period was primarily driven by the IPI Earnouts, as an increase in our share price drove an increase in the value of Common Units delivered to sellers during the second quarter of 2025.
Change in Warrant Liability . The change in the warrant liability for the prior period was driven by the increase in the price of our Class A Shares. All remaining outstanding warrants were exercised in November 2024.
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Income Tax Expense
The change in income tax expense was due to lower pre-tax income in the current period as a result of the drivers discussed above. Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
Net Income Attributable To Noncontrolling Interests
Net income attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s net income due to the drivers discussed above. The Common Units represented an approximately 59% and 65% weighted average economic interest in the Blue Owl Operating Group for the six months ended June 30, 2025 and 2024, respectively. The year-over-year decline in the Common Units’ interest in the Blue Owl Operating Group was driven by exchanges of Common Units for Class A Shares.
Non-GAAP Analysis
In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures in budgeting and to assess the operating results of our business, and we believe that this information enhances the ability of stockholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measures used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.
Fee-Related Earnings and Related Components
Fee-Related Earnings (“FRE”) is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses. FRE performance revenues refers to the GAAP performance revenues that are measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE revenues and FRE expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below.
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings (“DE”); amortization of acquisition-related earnouts and transaction bonuses; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments; interest and dividend income; interest expense; changes in TRA, warrant and earnout liabilities; and taxes. Transaction expenses are expenses incurred in connection with acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions (“Transaction Expenses”). FRE revenues also exclude the portion of IPI catch-up fees earned that relate to periods prior to the closing of the IPI Acquisition, as such amounts are payable as contingent consideration to the sellers. FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period. DE performance revenues refers to GAAP performance revenues that are not FRE performance revenues.
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Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results in assessing the amount of earnings available for distribution.
Margins
GAAP Margin is calculated as income before income taxes, divided by total revenues. FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net income allocated to noncontrolling interests, divided by FRE revenues. Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.
Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024
Fee-Related Earnings and Distributable Earnings Summary
Three Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
FRE revenues $ 646,050 $ 520,006 $ 126,044
FRE expenses 277,801 213,875 63,926
Net income allocated to noncontrolling interests included in Fee-Related Earnings (9,906) (9,656) (250)
Fee-Related Earnings $ 358,343 $ 296,475 $ 61,868
Distributable Earnings $ 323,014 $ 272,965 $ 50,049
Fee-Related Earnings and Distributable Earnings for the three months ended June 30, 2025 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.
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FRE Revenues
Three Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
Credit Platform
Direct lending $ 314,731 $ 275,246 $ 39,485
Alternative credit 19,318 — 19,318
Investment grade credit 16,199 — 16,199
Liquid credit 5,555 6,736 (1,181)
Other 12,213 6,328 5,885
Management Fees, Net (1)
368,016 288,310 79,706
Administrative, transaction and other fees 22,942 41,703 (18,761)
FRE performance revenues 119 188 (69)
FRE Revenues - Credit Platform 391,077 330,201 60,876
Real Assets Platform
Net lease 47,514 40,853 6,661
Real estate credit 9,687 1,356 8,331
Digital infrastructure 33,892 — 33,892
Management Fees, Net (2)
91,093 42,209 48,884
Administrative, transaction and other fees 627 69 558
FRE Revenues - Real Assets Platform 91,720 42,278 49,442
GP Strategic Capital Platform
GP minority stakes 154,269 139,489 14,780
GP debt financing 5,833 5,674 159
Professional sports minority stakes 941 732 209
Management Fees, Net (3)
161,043 145,895 15,148
Administrative, transaction and other fees 2,210 1,632 578
FRE Revenues - GP Strategic Capital Platform 163,253 147,527 15,726
Total FRE Revenues $ 646,050 $ 520,006 $ 126,044
(1) Includes $5.3 million and $0.5 million of catch-up fees for the three months ended June 30, 2025 and 2024, respectively.
(2) Includes $1.5 million of catch-up fees for the three months ended June 30, 2025. There were no catch-up fees for the three months ended June 30, 2024.
(3) Includes $0.4 million and $2.5 million of catch-up fees for the three months ended June 30, 2025 and 2024, respectively.
FRE Management Fees . For the three months ended June 30, 2025, the increase in FRE management fees was primarily driven by the following:
• Credit increased $79.7 million, including an increase in Part I Fees of $8.3 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products. Also contributing to the increase were management fees of $19.3 million from alternative credit products as a result of the Atalaya Acquisition that closed in the third quarter of 2024, as well as management fees of $16.2 million from investment grade credit products as a result of the KAM Acquisition that closed in the third quarter of 2024.
• Real Assets increased $48.9 million, primarily due to management fees of $33.9 million related to digital infrastructure products as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT and OREF VI.
• GP Strategic Capital increased $15.1 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
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FRE Administrative, Transaction and Other Fees . For the three months ended June 30, 2025, the decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $23.2 million in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.
Three Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
FRE compensation and benefits $ 188,942 $ 148,202 $ 40,740
FRE general, administrative and other expenses 88,859 65,673 23,186
Total FRE Expenses $ 277,801 $ 213,875 $ 63,926
FRE Compensation and Benefits. For the three months ended June 30, 2025, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
FRE General, Administrative and Other Expenses . For the three months ended June 30, 2025, FRE general, administrative and other expenses increased, primarily driven by office-related and other expenses due to increased headcount and our continued growth.
Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024
Fee-Related Earnings and Distributable Earnings Summary
Six Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
FRE revenues $ 1,266,242 $ 1,006,554 $ 259,688
FRE expenses 543,006 404,912 138,094
Net income allocated to noncontrolling interests included in Fee-Related Earnings (19,502) (15,469) (4,033)
Fee-Related Earnings $ 703,734 $ 586,173 $ 117,561
Distributable Earnings $ 585,530 $ 513,064 $ 72,466
Fee-Related Earnings and Distributable Earnings for the six months ended June 30, 2025 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.
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FRE Revenues
Six Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
Credit Platform
Direct lending $ 613,820 $ 533,322 $ 80,498
Alternative credit 40,503 — 40,503
Investment grade credit 32,886 — 32,886
Liquid credit 13,035 13,535 (500)
Other 22,146 12,254 9,892
Management Fees, Net (1)
722,390 559,111 163,279
Administrative, transaction and other fees 40,492 65,978 (25,486)
FRE performance revenues 969 363 606
FRE Revenues - Credit Platform 763,851 625,452 138,399
Real Assets Platform
Net lease 94,350 82,187 12,163
Real estate credit 20,068 1,356 18,712
Digital infrastructure 66,806 — 66,806
Management Fees, Net (2)
181,224 83,543 97,681
Administrative, transaction and other fees 1,222 121 1,101
FRE performance revenues 3,205 1,870 1,335
FRE Revenues - Real Assets Platform 185,651 85,534 100,117
GP Strategic Capital Platform
GP minority stakes 302,712 279,275 23,437
GP debt financing 8,225 11,079 (2,854)
Professional sports minority stakes 1,584 1,964 (380)
Management Fees, Net (3)
312,521 292,318 20,203
Administrative, transaction and other fees 4,219 3,250 969
FRE Revenues - GP Strategic Capital Platform 316,740 295,568 21,172
Total FRE Revenues $ 1,266,242 $ 1,006,554 $ 259,688
(1) Includes $7.0 million and $0.5 million of catch-up fees for the six months ended June 30, 2025 and 2024, respectively.
(2) Includes $1.5 million of catch-up fees for the six months ended June 30, 2025. There were no catch-up fees for the six months ended June 30, 2024.
(3) Includes $0.8 million and $2.5 million of catch-up fees for the six months ended June 30, 2025 and 2024, respectively.
FRE Management Fees . For the six months ended June 30, 2025, the increase in FRE management fees was primarily driven by the following:
• Credit increased $163.3 million, including an increase in Part I Fees of $22.5 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products. Also contributing to the increase were management fees of $40.5 million from alternative credit products as a result of the Atalaya Acquisition that closed in the third quarter of 2024, as well as management fees of $32.9 million from investment grade credit products as a result of the KAM Acquisition that closed in the third quarter of 2024.
• Real Assets increased $97.7 million, primarily due to management fees of $66.8 million related to digital infrastructure products as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT and OREF VI.
• GP Strategic Capital increased $20.2 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
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FRE Administrative, Transaction and Other Fees . For the six months ended June 30, 2025, the decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $32.0 million in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.
Six Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
FRE compensation and benefits $ 376,864 $ 286,868 $ 89,996
FRE general, administrative and other expenses 166,142 118,044 48,098
Total FRE Expenses $ 543,006 $ 404,912 $ 138,094
FRE Compensation and Benefits. For the six months ended June 30, 2025, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
FRE General, Administrative and Other Expenses . For the six months ended June 30, 2025, FRE general, administrative and other expenses increased, primarily driven by office-related and other expenses due to increased headcount and our continued growth.
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Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
GAAP Net Income Attributable to Class A Shares $ 17,426 $ 33,945 $ 24,856 $ 59,036
Net income attributable to noncontrolling interests 53,270 104,109 82,510 191,031
Income tax expense 13,798 18,197 17,470 32,968
GAAP Income Before Income Taxes 84,494 156,251 124,836 283,035
Strategic Revenue-Share Purchase consideration amortization 11,117 10,660 22,233 21,320
DE performance revenues (860) — (3,117) —
DE performance revenues compensation 732 — 2,650 —
IPI Acquisition-related catch-up fees payable to sellers (14,334) — (33,653) —
Equity-based compensation - other 75,166 40,155 150,358 86,305
Equity-based compensation - acquisition-related 76,837 2,163 159,836 4,266
Equity-based compensation - Business Combination grants 17,051 17,649 28,536 35,109
Acquisition-related cash amortization 979 — 3,608 —
Capital-related compensation 915 681 2,116 1,594
Amortization of intangible assets 89,472 56,734 178,945 112,929
Transaction Expenses 9,343 11,613 34,529 19,835
Expense support 2,549 (6,077) 619 (7,875)
Net gains (losses) on investments 2,420 (2,624) 10,120 (5,797)
Change in TRA liability 2,026 2,978 6,302 1,959
Change in warrant liability — (3,050) — 11,650
Change in earnout liability (20,629) 70 (22,947) 655
Interest and dividend income (11,015) (13,787) (22,245) (18,542)
Interest expense 41,986 32,715 80,510 55,199
Fee-Related Earnings Before Noncontrolling Interests 368,249 306,131 723,236 601,642
Net income allocated to noncontrolling interests included in Fee-Related Earnings (9,906) (9,656) (19,502) (15,469)
Fee-Related Earnings 358,343 296,475 703,734 586,173
DE performance revenues 860 — 3,117 —
DE performance revenues compensation (732) — (2,650) —
Interest and dividend income 11,015 13,787 22,245 18,542
Interest expense (41,986) (32,715) (80,510) (55,199)
Taxes and TRA payments (4,486) (4,582) (60,406) (36,452)
Distributable Earnings $ 323,014 $ 272,965 $ 585,530 $ 513,064
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
GAAP Revenues $ 703,106 $ 549,848 $ 1,386,592 $ 1,063,188
Strategic Revenue-Share Purchase consideration amortization 11,117 10,660 22,233 21,320
DE performance revenues (860) — (3,117) —
IPI Acquisition-related catch-up fees payable to sellers (14,334) — (33,653) —
Reimbursed expenses (52,979) (40,502) (105,813) (77,954)
FRE Revenues $ 646,050 $ 520,006 $ 1,266,242 $ 1,006,554
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Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
GAAP Compensation and Benefits $ 326,300 $ 227,103 $ 652,240 $ 451,894
DE performance revenues compensation (732) — (2,650) —
Equity-based compensation - other (75,166) (40,155) (150,358) (86,305)
Equity-based compensation - acquisition-related (19,914) (2,163) (41,415) (4,266)
Equity-based compensation - Business Combination grants (17,051) (17,649) (28,536) (35,109)
Acquisition-related cash amortization (979) — (3,608) —
Capital-related compensation (915) (681) (2,116) (1,594)
Reimbursed expenses (22,601) (18,253) (46,693) (37,752)
FRE Compensation and Benefits $ 188,942 $ 148,202 $ 376,864 $ 286,868
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
GAAP General, Administrative and Other Expenses $ 188,052 $ 93,458 $ 378,831 $ 170,206
Equity-based compensation - acquisition-related (56,923) — (118,421) —
Transaction Expenses (9,343) (11,613) (34,529) (19,835)
Expense support (2,549) 6,077 (619) 7,875
Reimbursed expenses (30,378) (22,249) (59,120) (40,202)
FRE General, Administrative and Other Expenses $ 88,859 $ 65,673 $ 166,142 $ 118,044
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
Income Before Income Taxes $ 84,494 $ 156,251 $ 124,836 $ 283,035
GAAP Revenues $ 703,106 $ 549,848 $ 1,386,592 $ 1,063,188
GAAP Margin 12 % 28 % 9 % 27 %
Fee-Related Earnings Before Noncontrolling Interests $ 368,249 $ 306,131 $ 723,236 $ 601,642
FRE Revenues $ 646,050 $ 520,006 $ 1,266,242 $ 1,006,554
FRE Margin 57 % 59 % 57 % 60 %
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.
We ended the second quarter of 2025 with $117.6 million of cash and cash equivalents and approximately $0.9 billion available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
• Grow our existing investment management business;
• Expand into, or acquire, businesses that are complementary to our existing investment management business or other strategic growth initiatives;
• Pay operating expenses, including cash compensation to our employees;
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• Repay debt obligations and interest thereon;
• Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs (as defined in Note 1 to our Financial Statements);
• Pay income taxes and amounts due under the TRA;
• Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units and Incentive Units (as defined in Note 1 to our Financial Statements) at the Blue Owl Operating Group level; and/or
• Fund debt and equity investment commitments to existing or future products.
Debt Obligations
As of June 30, 2025, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). We also had $780.0 million outstanding under our Revolving Credit Facility as of June 30, 2025. Of the amount borrowed under the Revolving Credit Facility as of June 30, 2025, $400.0 million was repaid subsequent to quarter end.
We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowings by using proceeds from the issuance of equity or other securities, which would dilute stockholders. See Note 7 to our Financial Statements for additional information regarding our debt obligations.
Tax Receivable Agreement
As discussed in Note 8 to our Financial Statements, we made a payment under the TRA and may in the future be required to make additional payments. As of June 30, 2025, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.7 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration). Future cash savings and related payments under the TRA in respect of subsequent exchanges of Common Units for Class A or B Shares would be in addition to these amounts.
Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units (as defined in Note 1 to our Financial Statements) and not of the Blue Owl Operating Group. We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to the Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:
• The amount and timing of our taxable income will impact the payments to be made under the TRA. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Group’s assets, payments required under the TRA would be reduced.
• The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Group’s assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
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• The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.
• The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
• The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable.
Share Repurchases and RSUs Withheld for Tax Withholding
On February 5, 2025, Blue Owl’s Board authorized the 2025 Program (as defined in Note 1 to our Financial Statements). Under the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027. We repurchased 114,228 Class A Shares under the 2025 Program during the three and six months ended June 30, 2025.
Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations. In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash. During the three and six months ended June 30, 2025, 19,611 RSUs with a fair value of $0.4 million and 2,249,769 RSUs with a fair value of $53,782, respectively, were withheld to satisfy tax withholding obligations. During the three and six months ended June 30, 2024, 31,669 RSUs with a fair value of $0.6 million and 1,000,818 RSUs with a fair value of $18.1 million, respectively, were withheld to satisfy tax withholding obligations.
Earnout Liability
The KAM Earnouts and Wellfleet Earnouts (each defined in Note 3 to the financial statements in our Annual Report) are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur. In April 2025, the final tranche of the Wellfleet Earnouts was settled in cash. As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements in our Annual Report.
The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 to the financial statements in our Annual Report) are payable in Class A Shares or Common Units. As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and the achievement of certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.
The earnout liability related to the IPI Acquisition, including the IPI Subsequent Payment (as defined in Note 3 to our Financial Statements), was settled during the second quarter of 2025. For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.
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Dividends and Distributions
Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for the current fiscal year, which will be reassessed on an annual basis. For the second quarter of 2025, we declared a dividend of $0.225 to holders of record as of the close of business on August 14, 2025, which will be paid on August 28, 2025. We set the target annual dividend for fiscal year 2025 at $0.90 per Class A Share (representing a fixed quarterly dividend of $0.225 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.
We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings. When setting our dividend, our Board considers Blue Owl’s share of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business; to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as TRA and tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company’s contractual obligations. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.
Blue Owl Holdings will make cash distributions (“Tax Distributions”) to its partners, including to Blue Owl GP, if we determine that the taxable income of Blue Owl Holdings will give rise to taxable income for its partners. Generally, Tax Distributions will be computed based on our estimate of the taxable income of Blue Owl Holdings allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the partnership agreement). Tax Distributions will be made only to the extent distributions from Blue Owl Holdings for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.
Dividends are expected to be treated as qualified dividends under current law to the extent of the Company’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of a stockholder’s basis, and any remaining excess generally treated as gain realized on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.
Adverse market conditions, including from unexpectedly high and persistent inflation, an increasing interest rate environment, geopolitical events, and the current instability experienced by some financial institutions, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products. We hold the majority of our cash balances with a single highly rated financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits. See “Item 1A. Risk Factors — Risks Related to Macroeconomic Factors” in our Annual Report.
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Cash Flows Analysis
Six Months Ended June 30,
(dollars in thousands) 2025 2024 $ Change
Net cash provided by (used in):
Operating activities $ 440,093 $ 349,541 $ 90,552
Investing activities (262,206) (150,021) (112,185)
Financing activities (212,363) 133,071 (345,434)
Net Change in Cash and Cash Equivalents $ (34,476) $ 332,591 $ (367,067)
Operating Activities. Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations. One of our largest operating cash outflows generally relates to year-end bonuses, which are generally paid out during the first quarter of the year following the year in which the expense was incurred (e.g., 2024 year-end bonuses are paid out during the first quarter of 2025).
Net cash flows from operating activities increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.
Included in the six months ended June 30, 2024 were the cash outflows of the portion of the Second Oak Street Earnout classified as contingent consideration in excess of the acquisition-date fair value that settled in January 2024; the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.
Investing Activities. Cash flows from investing activities for the six months ended June 30, 2025 were primarily related to cash consideration paid in connection with the IPI Acquisition, investments in our products and cash outflows for office space-related leasehold improvements. In addition, investment activities included inflows from redemptions from a product we manage.
Cash flows from investing activities for the six months ended June 30, 2024 were primarily related to a preferred equity investment in Kuvare UK Holdings, investments in our products and cash outflows for office space-related leasehold improvements. In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.
Financing Activities. Cash flows from financing activities for the six months ended June 30, 2025 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used, in part, to finance the IPI Acquisition. In addition, we had distributions on our Common Units (noncontrolling interests), dividends on our Class A Shares, as well as amounts paid under the TRA. Included in the six months ended June 30, 2025, was the cash portion of the IPI Subsequent Payment (as defined in Note 3 to our Financial Statements) that was settled in the second quarter of 2025, which amount represented catch-up fees earned from ODI III that were passed on to the IPI sellers.
Cash flows from financing activities for the six months ended June 30, 2024 were primarily related to the issuance of our 2034 Notes and borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance the Prima Acquisition that closed on June 6, 2024 and the KAM Acquisition that closed on July 1, 2024. In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. Included in the six months ended June 30, 2024 was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
Critical Accounting Estimates
We prepare our Financial Statements in accordance with GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainties. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
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Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our products in our Credit and Real Assets platforms is the primary input to the calculation for the majority of our management fees. Management fees from our GP Strategic Capital and other Real Assets products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, our own assumptions, a significant degree of judgment, and the consideration of a combination of internal and external factors.
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount of management fees that we may earn from certain products on which revenues are based on the fair value of investments.
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition (as defined in Note 1 to our Financial Statements). The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a corresponding negative impact on our GAAP results of operations. However, payments under the TRA are ultimately only made to the extent we realize the offsetting cash savings on our income taxes due to the tax goodwill and other intangibles deduction. See Note 4 to our Financial Statements for additional details.
Earnout Liability
The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected revenues, volatility and holding periods. Changes in the estimated fair value of this liability may have a material impact on our results of operations in any given period, as any increase in this liability has a corresponding negative impact on our GAAP results of operations. See Note 4 to our Financial Statements for additional details.
Preferred Equity Investment
We have elected the fair value option on our preferred equity investment. The valuation of the preferred equity investment considers our best estimate of future cash flow, including timing of repayment, which is discounted considering the risk free rate and credit assumptions related to the underlying issuer. A decrease in the expected cash flows or increase in the discount rate assumptions would result in a decrease in the fair value of the preferred equity investment, which would have a corresponding negative impact on our GAAP results of operations. These assumptions require a significant amount of judgment and could have a material impact on the valuation. See Note 4 to our Financial Statements for additional details.
Equity-based Compensation
The grant-date fair values of our RSU and Incentive Unit grants, as well as the compensation-classified earnouts, are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability for grants subject to post-vesting transfer restrictions. The higher these discounts, the lower the compensation expense taken over time for these grants.
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Deferred Tax Assets
Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA. In accordance with relevant tax rules, we expect to take substantially all of these goodwill and other intangible deductions over a 15-year period following the applicable transaction. To the extent we generate insufficient taxable income to take the full deduction in any given year, we will generate a net operating loss (“NOL”) that is available for us to use over an indefinite carryforward period in order to fully realize the deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence—both positive and negative—is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. We did not take into account any tax planning strategies when arriving at this conclusion; however, the other assumptions underlying the taxable income estimates are based on our near-term operating model. If we experience a significant decline in AUM for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred tax assets and may need to record a valuation allowance. However, given the indefinite carryforward period available for NOLs and the conservative estimates used to prepare the taxable income projections, the sensitivity of our estimates and assumptions are not likely to have a material impact on our conclusion that a valuation allowance is not needed.
Acquisitions
Purchase Price Allocation
We account for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed, with any excess consideration allocated to goodwill, using the fair values determined by management as of the acquisition date.
Management’s determination of the fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available and may incorporate management’s own assumptions and involve significant judgment. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date. Assumptions in valuing certain intangible assets include, but are not limited to, future expected cash inflows and outflows, future fundraising and timing of new product launches, discount rates, revenue volatility and income tax rates. Our estimates for future cash flows are based on historical data, internal estimates and external sources, and are based on assumptions that are consistent with the plans and estimates we use to manage the underlying assets acquired. We estimate the useful lives of intangible assets based on the expected period over which we anticipate generating substantially all of the economic benefit from the asset. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
Impairment Testing of Goodwill and Other Intangible Assets
Our ongoing accounting for goodwill and other intangible assets requires us to make significant estimates and assumptions when evaluating these assets for impairment. We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as the adverse impacts to FPAUM and management fees and general economic conditions that require judgement in deciding whether a quantitative analysis should be undertaken. Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets. We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization. The useful lives are based on our judgment of the expected future economic benefits of the assets. Changes in estimated useful lives could result in significant changes to the amount of amortization expense recognized in future periods.
Consolidation
We consolidate entities based on either a variable interest model or voting interest model. The determination of whether an entity is a variable interest entity (“VIE”) and if the entity should be consolidated under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, we conduct an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate an entity. We continually reconsider whether we should consolidate a VIE. Upon the occurrence of certain events, such as a change in investment amount and modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE. Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our
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Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated. In light of the relatively insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the six months ended June 30, 2025, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.
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