What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-11-03 compared with 2025-08-01 · 195 added, 192 removed, 914 unchanged (30% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

During the fiscal quarter ended September 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

See Exhibit Index on the following page.

7 unchanged sentences

Quarterly Report on Form 10-Q filed on November 9, 2021)

Second Amended and Restated Tax Receivable Agreement, dated as of April 1, 2025, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP (solely for purposes of Section 7.18(b) thereto), each of the Partners (as defined therein) party thereto and the other parties from time to time party thereto

Second Amended and Restated Investor Rights Agreement, dated as of April 1, 2025, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on May 5, 2025)

Third Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on May 5, 2025)

Second Amended and Restated Blue Owl Capital Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on May 5, 2025)

Third Amended and Restated Exchange Agreement, dated as of April 1, 2025, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital GP LLC and the Blue Owl Limited Partners (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on May 5, 2025)

Form of Incentive Unit Grant Agreement

Third Amendment to the Amended and Restated Credit Agreement, dated as of August 8, 2025, by and among Blue Owl Finance LLC, the guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.

(incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on August 8, 2025)

Certification of the Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

8 unchanged sentences

101* Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Statements of Financial Condition as of June 30, 2025 and December 31, 2024, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024, (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, and (vi) the Notes to the Consolidated Financial Statements

(i) the Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, (iii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, and (vi) the Notes to the Consolidated Financial Statements

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request

+ Indicates a management or compensatory plan

* Filed herewith

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 1, 2025

November 3, 2025

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Consolidated Statements of Financial Condition as of June 30, 2025 and December 31, 2024

Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024

Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024

Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024

Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024

Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024

Notes to Consolidated Financial Statements F- 9

2 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

September 30,

2025 December 31,

36 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

33 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

Consolidated Net Income $ 47,373 $ 99,324 $ 154,739 $ 349,391

Other comprehensive income - cash flow hedges, net of tax 5,772 — 5,772 —

Other comprehensive income (loss) - cash flow hedges, net of tax ( 199 ) — 5,573 —

Comprehensive Income 47,174 99,324 160,312 349,391

6 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

3 unchanged sentences

Class A Shares issued in connection with Prima Acquisition — — — 1

Class A Shares issued in connection with Kuvare Acquisition — 2 — 2

Class C Shares and Common Units exchanged for Class A Shares 1 1 5 7

5 unchanged sentences

Class C Shares and Common Units issued in connection with IPI Acquisition, including IPI Subsequent Payment — — 4 —

Common Units and Class C Shares issued in connection with Atalaya Acquisition — 2 — 2

Class C Shares and Common Units exchanged for Class A Shares ( 1 ) ( 1 ) ( 4 ) ( 7 )

Shares delivered on vested Common Units 1 1 1 1

Ending Balance $ 59 $ 61 $ 59 $ 61

1 unchanged sentence

Beginning balance $ 31 $ 32 $ 31 $ 32

Class D Shares and Common Units exchanged for Class A Shares ( 1 ) ( 1 ) ( 1 ) ( 1 )

Ending Balance $ 30 $ 31 $ 30 $ 31

1 unchanged sentence

Beginning balance $ 3,715,779 $ 2,729,472 $ 3,269,239 $ 2,410,982

Offering costs related to shares issued in connection with acquisitions — ( 245 ) — ( 245 )

Deferred taxes on capital transactions 52,954 3,412 181,794 287,526

5 unchanged sentences

Class A Shares issued in connection with Prima Acquisition — — — 109,827

Class A Shares issued in connection with Kuvare Acquisition — 417,466 — 417,466

Other — — 3 —

9 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

1 unchanged sentence

Beginning balance $ 2,425 $ — $ — $ —

Other comprehensive income attributable to Blue Owl Capital Inc.

Other comprehensive income (loss) attributable to Blue Owl Capital Inc.

( 78 ) — 2,347 —

11 unchanged sentences

Class C Shares and Common Units issued in connection with IPI Acquisition, including IPI Subsequent Payment — — 998,361 —

Common Units and Class C Shares issued in connection with Atalaya Acquisition — 385,108 — 385,108

Net income attributable to noncontrolling interests 41,063 69,519 123,573 260,550

Other comprehensive income attributable to noncontrolling interests 3,347 — 3,347 —

Other comprehensive income (loss) attributable to noncontrolling interests ( 121 ) — 3,226 —

Ending Balance $ 3,882,661 $ 3,875,207 $ 3,882,661 $ 3,875,207

6 unchanged sentences

Class A Shares issued in connection with Prima Acquisition — — — 6,352,047

Class A Shares issued in connection with Kuvare Acquisition — 23,519,636 — 23,519,636

Class C Shares and Common Units exchanged for Class A Shares 10,702,650 4,085,924 48,299,635 68,201,817

6 unchanged sentences

Class C Shares and Common Units issued in connection with IPI Acquisition, including IPI Subsequent Payment — — 43,509,675 —

Common Units and Class C Shares issued in connection with Atalaya Acquisition — 20,016,013 — 20,016,013

Class C Shares and Common Units exchanged for Class A Shares ( 10,702,650 ) ( 4,085,924 ) ( 48,299,635 ) ( 68,201,817 )

Shares delivered on vested Common Units 8,570,628 8,650,162 13,069,280 12,333,157

Class D Shares exchanged for Class C Shares 1,870,000 1,730,000 1,870,000 1,730,000

Settlement of Oak Street Earnout Units — — — 13,037,165

Ending Balance 590,130,089 612,974,223 590,130,089 612,974,223

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

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

2025 2024 2025 2024

Number of Class D Shares

1 unchanged sentence

Class D Shares and Common Units exchanged for Class A Shares ( 1,450,000 ) ( 1,838,539 ) ( 3,846,206 ) ( 3,244,214 )

Class D Shares exchanged for Class C Shares ( 1,870,000 ) ( 1,730,000 ) ( 1,870,000 ) ( 1,730,000 )

Ending Balance 304,699,203 312,115,409 304,699,203 312,115,409

3 unchanged sentences

(Dollars in Thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Operating Activities

27 unchanged sentences

Cash Flows from Financing Activities

Offering costs related to the Acquisitions — ( 245 )

Proceeds from debt obligations 1,750,000 2,040,000

8 unchanged sentences

Distributions to noncontrolling interests ( 706,570 ) ( 558,251 )

Net Cash Provided by (Used in) Financing Activities ( 212,363 ) 133,071

Net Cash Used in Financing Activities ( 604,321 ) ( 71,929 )

Net Increase (Decrease) in Cash and Cash Equivalents ( 14,814 ) 11,742

7 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Blue Owl Capital Inc.

20 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

On September 30, 2024, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (“Atalaya”) and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition”).

4 unchanged sentences

Registrant’s Capital Structure

The following table presents the number of shares of the Registrant and RSUs that were outstanding as of June 30, 2025:

June 30, 2025

The following table presents the number of shares of the Registrant and RSUs that were outstanding as of September 30, 2025:

September 30, 2025

Class A Shares 664,801,995

4 unchanged sentences

Class A stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”).

As of June 30, 2025, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represented a combined 20 % of the total voting power of all shares.

As of September 30, 2025, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represented a combined 20 % of the total voting power of all shares.

Class B Shares —Shares of Class B common stock that are not publicly traded.

Class B stockholders are entitled to dividends in the same amount per share as declared on Class A Shares.

As of June 30, 2025, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represented a combined 80 % of the total voting power of all shares.

As of September 30, 2025, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represented a combined 80 % of the total voting power of all shares.

Class C Shares —Shares of Class C common stock that are not publicly traded.

13 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Blue Owl Operating Group’s Capital Structure

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of June 30, 2025, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units June 30, 2025

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of September 30, 2025, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units September 30, 2025

GP Units 664,801,995

26 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

The following table presents Class A Shares repurchased under the 2025 Program and RSUs withheld to satisfy tax withholding obligations during each of the indicated periods:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2025 2024 2025 2024

6 unchanged sentences

See Note 3 for information regarding earnout arrangements related to the IPI Acquisition.

See Note 1 and Note 3 to the financial statements included in the Company’s Annual Report (as defined below) for additional information regarding earnout arrangements for certain other acquisitions.

See Note 1 and Note 3 to the financial statements in the Company’s Annual Report (as defined below) for additional information regarding earnout arrangements for certain other acquisitions.

Common Unit Exchanges

14 unchanged sentences

In the accompanying Financial Statements, comprehensive income is comprised of (i) consolidated net income, as presented in the consolidated statements of operations and (ii) all components of other comprehensive income.

The Company's other comprehensive income is comprised of gains and losses on derivative instruments that have been designated as a cash flow hedge.

The Company's other comprehensive income is comprised of gains and losses on derivative instruments that have been designated as cash flow hedges.

The Company has designated foreign exchange forward contracts to hedge the foreign exchange risk associated with certain transactions denominated in a currency other than the functional currency.

5 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Use of Estimates

6 unchanged sentences

and (vi) the qualitative and quantitative assessments of whether impairments of intangible assets and goodwill exist.

Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are assumptions about the Company’s strategic plans with regard to its operations.

Inherent in such estimates and judgments relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are assumptions about the Company’s strategic plans with regard to its operations.

While management believes that the estimates utilized in preparing the Financial Statements are reasonable and prudent, actual results could differ materially from those estimates.

19 unchanged sentences

The guidance requires footnote disclosures in a tabular format, disaggregating certain costs and expenses that include any of the following expenses:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation.

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depletion.

All public business entities are required to adopt the ASU prospectively for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

3 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS, NET

29 unchanged sentences

IPI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, January 3, 2025.

For the three and six months ended June 30, 2025, the Company’s consolidated results included $ 48.2 million and $ 100.5 million of GAAP revenues related to the acquired business, respectively.

For the three and nine months ended September 30, 2025, the Company’s consolidated results included $ 30.4 million and $ 130.9 million of GAAP revenues related to the acquired business, respectively.

Given the Company operates through one operating and reportable segment, the impact of the IPI Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

The Company incurred $ 16.7 million and $ 8.6 million of acquisition-related costs for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

The Company incurred $ 16.8 million and $ 8.6 million of acquisition-related costs for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

The earnout liability accrued in connection with the IPI Acquisition was contingent upon additional commitments to Blue Owl Digital Infrastructure Fund III (“ODI III”) and was based on the size of these commitments.

4 unchanged sentences

The following table summarizes the Company’s goodwill:

(dollars in thousands) Six Months Ended

June 30, 2025

(dollars in thousands) Nine Months Ended September 30, 2025

Beginning balance $ 4,699,465

4 unchanged sentences

The following table summarizes the Company’s intangible assets, net:

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2025 December 31,

2024 Remaining Weighted-Average Amortization Period as of June 30, 2025

2024 Remaining Weighted-Average Amortization Period as of September 30, 2025

Intangible assets, gross:

7 unchanged sentences

Total Intangible Assets, Net $ 2,976,155 $ 2,902,752

The following table presents expected future amortization of finite-lived intangible assets as of June 30, 2025:

The following table presents expected future amortization of finite-lived intangible assets as of September 30, 2025:

(dollars in thousands)

Period Amortization

July 1, 2025 to December 31, 2025 $ 177,905

October 1, 2025 to December 31, 2025 $ 87,355

Thereafter 1,597,982

2 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Pro Forma Financial Information

Unaudited pro forma revenues were $ 703.1 million and $ 642.6 million for the three months ended June 30, 2025 and 2024, and $ 1.4 billion and $ 1.2 billion for the six months ended June 30, 2025 and 2024, respectively.

Unaudited pro forma net income attributable to Class A stockholders was $ 17.4 million and $ 38.1 million for the three months ended June 30, 2025 and 2024, and $ 24.9 million and $ 49.5 million for the six months ended June 30, 2025 and 2024, respectively.

Unaudited pro forma revenues were $ 728.0 million and $ 646.2 million for the three months ended September 30, 2025 and 2024, and $ 2.1 billion and $ 1.9 billion for the nine months ended September 30, 2025 and 2024, respectively.

Unaudited pro forma net income attributable to Class A stockholders was $ 6.3 million and $ 27.5 million for the three months ended September 30, 2025 and 2024, and $ 31.2 million and $ 86.2 million for the nine months ended September 30, 2025 and 2024, respectively.

This pro forma financial information was computed by combining the historical financial information of the Company and the IPI Acquisition as though the acquisition was consummated on January 1, 2024, and as though the Atalaya, KAM and Prima Acquisitions were consummated on January 1, 2023.

3 unchanged sentences

The following table presents the components of the Company’s investments:

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2025 December 31,

Preferred equity investment, at fair value $ 283,535 $ 267,169

Equity investments in the Company’s products, at fair value

87,547 96,956

Equity investments in the Company’s products, equity method 113,636 63,465

1 unchanged sentence

55,470 54,186

Equity investments in the Company’s products, at fair value

54,981 96,956

Investments in the Company’s CLOs, at fair value 6,289 5,169

3 unchanged sentences

The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid.

Significant judgement and estimation go into the assumptions that drive the fair value of these assets and liabilities.

Significant judgment and estimation go into the assumptions that drive the fair value of these assets and liabilities.

The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable.

7 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

• Level II – Valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date.

6 unchanged sentences

The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs.

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:

June 30, 2025

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024:

September 30, 2025

(dollars in thousands) Level I Level II Level III Total

21 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Reconciliation of Fair Value Measurements Categorized within Level III

1 unchanged sentence

There were no transfers in or out of Level III.

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025 Level III Assets

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

2 unchanged sentences

8,760 — 8,760

Net losses ( 4,051 ) ( 829 ) ( 4,880 )

Net gains (losses) 2,145 ( 583 ) 1,562

Ending Balance $ 283,535 $ 6,289 $ 289,824

Change in net unrealized losses on assets still recognized at the reporting date $ ( 4,051 ) $ ( 829 ) $ ( 4,880 )

Six Months Ended June 30, 2025 Level III Assets

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 2,145 $ ( 583 ) $ 1,562

Nine Months Ended September 30, 2025 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

5 unchanged sentences

Change in net unrealized losses on assets still recognized at the reporting date $ ( 8,893 ) $ ( 2,866 ) $ ( 11,759 )

(1) Preferred equity purchases includes $ 8.4 million and $ 16.5 million, respectively, of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.

Three Months Ended June 30, 2024 Level III Assets

(1) Preferred equity purchases includes $ 8.8 million and $ 25.3 million for the three and nine months ended September 30, 2025 , respectively, of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.

Three Months Ended September 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

Beginning balance $ 253,581 $ 5,915 $ 259,496

Purchases 253,585 3,700 257,285

Net losses ( 4 ) ( 162 ) ( 166 )

Net gains (losses) 9,814 ( 487 ) 9,327

Ending Balance $ 263,395 $ 5,428 $ 268,823

Change in net unrealized losses on assets still recognized at the reporting date $ ( 4 ) $ ( 162 ) $ ( 166 )

Six Months Ended June 30, 2024 Level III Assets

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 9,814 $ ( 487 ) $ 9,327

Nine Months Ended September 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

1 unchanged sentence

Purchases 253,585 3,700 257,285

Net losses ( 4 ) ( 306 ) ( 310 )

Net gains (losses) 9,810 ( 793 ) 9,017

Ending Balance $ 263,395 $ 5,428 $ 268,823

Change in net unrealized losses on assets still recognized at the reporting date $ ( 4 ) $ ( 306 ) $ ( 310 )

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 9,810 $ ( 793 ) $ 9,017

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

Three Months Ended June 30, 2025 Level III Liabilities

September 30, 2025

Three Months Ended September 30, 2025 Level III Liabilities

(dollars in thousands) TRA Liability Earnout Liability Total

Beginning balance $ 99,502 $ 171,698 $ 271,200

Settlements — ( 113,350 ) ( 113,350 )

Net (gains) losses 2,274 ( 20,632 ) ( 18,358 )

Net losses 2,701 33,404 36,105

Ending Balance $ 102,203 $ 205,102 $ 307,305

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 2,274 $ ( 8,666 ) $ ( 6,392 )

Six Months Ended June 30, 2025 Level III Liabilities

Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,701 $ 33,404 $ 36,105

Nine Months Ended September 30, 2025 Level III Liabilities

(dollars in thousands) TRA Liability Earnout Liability Total

2 unchanged sentences

Settlements ( 14,556 ) ( 113,350 ) ( 127,906 )

Net (gains) losses 5,801 ( 22,947 ) ( 17,146 )

Net losses 8,502 10,457 18,959

Ending Balance $ 102,203 $ 205,102 $ 307,305

Change in net unrealized losses on liabilities still recognized at the reporting date $ 8,502 $ 42,102 $ 50,604

Three Months Ended June 30, 2024 Level III Liabilities

Three Months Ended September 30, 2024 Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

1 unchanged sentence

Issuances — — 117,000 117,000

Settlements — — ( 5,000 ) ( 5,000 )

Net (gains) losses 2,979 ( 3,050 ) 88 17

Net losses 212 6,300 10,114 16,626

Ending Balance $ 110,502 $ 40,550 $ 150,448 $ 301,500

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 2,979 $ ( 3,050 ) $ 88 $ 17

Six Months Ended June 30, 2024 Level III Liabilities

Change in net unrealized losses on liabilities still recognized at the reporting date $ 212 $ 6,300 $ 10,114 $ 16,626

Nine Months Ended September 30, 2024 Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

14 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Equity Investments in the Company’s Products

2 unchanged sentences

The remaining balance is generally redeemable on a monthly basis at the Company’s option.

The fair value of CLOs are determined based on inputs from independent pricing services.

The fair value of CLOs is determined based on inputs from independent pricing services.

These investments are classified as Level III.

1 unchanged sentence

TRA Liability

The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows.

The TRA liability related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows.

The remaining TRA liability on the Company’s consolidated statements of financial condition is not measured at fair value.

Earnout Liability

As of June 30, 2025, the earnout liability was comprised of contingent consideration payable for the Prima Earnouts, KAM Earnouts and Atalaya Earnouts (each defined in Note 3 to the financial statements in the Company’s Annual Report).

As of September 30, 2025, the earnout liability was comprised of contingent consideration payable for the Prima Earnouts, KAM Earnouts and Atalaya Earnouts (each defined in Note 3 to the financial statements in the Company’s Annual Report).

As of December 31, 2024, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnouts (defined in Note 3 to the financial statements in the Company’s Annual Report), Prima Earnouts, KAM Earnouts and Atalaya Earnouts.

5 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of June 30, 2025:

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of September 30, 2025:

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input

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TRA liability $ 102,203 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease

Earnout liability:

171,698 Monte Carlo Simulation Volatility 21 % - 37 % 26 % Increase

Earnout liability 205,102 Monte Carlo Simulation Volatility 23 % - 37 % 27 % Increase

Total Liabilities, at Fair Value $ 307,305

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Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Fair Value of Other Financial Instruments

As of June 30, 2025, the fair value of the Company’s debt obligations was approximately $ 3.1 billion compared to a carrying value of $ 3.2 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

As of September 30, 2025, the fair value of the Company’s debt obligations was approximately $ 3.2 billion compared to a carrying value of $ 3.2 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

As of December 31, 2024, the fair value of the Company’s debt obligations was approximately $ 2.5 billion, compared to a carrying value of $ 2.6 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

As of June 30, 2025 and December 31, 2024, the fair value of the portion of the TRA liability that is not carried at fair value in the Company’s consolidated balance sheets was approximately $ 597.1 million and $ 535.7 million, respectively, compared to a carrying value of $ 1.5 billion and $ 1.3 billion, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of June 30, 2025 and December 31, 2024, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of September 30, 2025 and December 31, 2024, the fair value of the portion of the TRA liability that is not carried at fair value in the Company’s consolidated balance sheets was approximately $ 633.1 million and $ 535.7 million, respectively, compared to a carrying value of $ 1.5 billion and $ 1.3 billion, respectively, and such fair value measurements would have been categorized as Level III within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of September 30, 2025 and December 31, 2024, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices.

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(dollars in thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Lease Cost 2025 2024 2025 2024

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(dollars in thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Supplemental Lease Cash Flow Information 2025 2024 2025 2024

Cash paid (received) for amounts included in the measurement of lease liabilities:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases (1)

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Operating leases $ 134,369 $ 9,938 $ 157,214 $ 33,430

$ ( 2,241 ) $ 17,997 $ 22,845 $ 23,492

(1) The amount presented above for the three and six months ended June 30, 2024, includes $ 0.7 million and $ 15.4 million of tenant improvement allowances received from the lessor, respectively.

(2) The amount presented above for the three and six months ended June 30, 2025, includes a $ 2.6 million reduction related to the shortening of a lease term and rent abatements on existing leases.

Lease Term and Discount Rate June 30,

(1) The amount presented above includes tenant improvement allowances received from the lessor of $ 7.8 million for each of the three and nine months ended September 30, 2025, and $ 3.1 million and $ 18.6 million for the three and nine months ended September 30, 2024, respectively.

Lease Term and Discount Rate September 30,

2025 December 31,

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Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

July 1, 2025 to December 31, 2025 $ 13,898

October 1, 2025 to December 31, 2025 $ 15,556

Thereafter 562,388

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Amounts presented in the table above are presented net of tenant improvement allowances and reflect the impacts of rent holiday periods.

The Company has future operating lease payments of approximately $ 229.5 million related to leases that have not commenced that were entered into as of June 30, 2025.

The Company has future operating lease payments of approximately $ 15.9 million related to leases that have not commenced that were entered into as of September 30, 2025.

Such lease payments are not included in the table above or within operating lease assets and operating lease liabilities in our consolidated statements of financial condition.

These operating lease payments are anticipated to commence in the third quarter of 2025 and continue for approximately 15 years.

These operating lease payments are anticipated to commence in the fourth quarter of 2026 and continue for approximately 10 years.

OTHER ASSETS, NET

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2025 December 31,

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Fixed assets, net 204,613 187,749

Receivables 25,442 26,634

Prepaid expenses 45,348 17,768

Receivables 23,223 26,634

Unamortized debt issuance costs on revolving credit facilities 11,379 9,678

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Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

DEBT OBLIGATIONS, NET

The following tables summarize outstanding debt obligations of the Company:

June 30, 2025

September 30, 2025

(dollars in thousands) Maturity

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Revolving Credit Facility

The Company, through its indirect subsidiary, Blue Owl Finance LLC, maintains a revolving credit facility (the “Revolving Credit Facility”), with a borrowing capacity of $ 1.725 billion that matures on July 23, 2029.

The Company, through its indirect subsidiary, Blue Owl Finance LLC, maintains a revolving credit facility (the “Revolving Credit Facility”), which was amended in August 2025, among other things, to increase the total borrowing capacity to $ 2.425 billion (subject to a potential increase to $ 3.0 billion upon the satisfaction of certain conditions) and to extend the maturity date to August 8, 2030.

Amounts available for the Revolving Credit Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases.

Borrowings under the Revolving Credit Facility bear interest at the Company’s discretion at a rate (a) per annum of adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 0.875 % to 1.375 %, plus 0.1 % term SOFR adjustment, or (b) the greater of the (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % or (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.00 % to 0.375 %.

The Company is subject to an undrawn commitment fee rate of 0.08 % to 0.2 % of the daily amount of available revolving commitment.

The borrowing rates for balances outstanding under the Revolving Credit Facility as of June 30, 2025 and December 31, 2024 were 5.67 % and 5.72 %, respectively.

Of the amount borrowed under the Revolving Credit Facility as of June 30, 2025, $ 400.0 million was repaid subsequent to quarter end.

Borrowings under the Revolving Credit Facility bear interest at the Company’s discretion at a rate per annum of (a) secured overnight financing rate (“SOFR”) plus a margin of 0.875 % to 1.375 %, or (b) the greater of the (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % or (iii) SOFR plus 1 %, plus a margin of 0.00 % to 0.375 %.

The Company was subject to an undrawn commitment fee rate of 0.07 % to 0.2 % of the daily amount of available revolving commitment as of September 30, 2025, and an undrawn commitment fee rate of 0.08 % to 0.2 % of the daily amount of available revolving commitment as of December 31, 2024.

The borrowing rates for balances outstanding under the Revolving Credit Facility as of September 30, 2025 and December 31, 2024 were 5.43 % and 5.72 %, respectively.

Of the amount borrowed under the Revolving Credit Facility as of September 30, 2025, $ 430.0 million was repaid subsequent to quarter end.

For a description of terms of the other debt obligations presented in the tables above, see Note 7 to the financial statements in the Company’s Annual Report.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

COMMITMENTS AND CONTINGENCIES

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Pursuant to the TRA, the Company will pay 85 % of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of the Blue Owl Operating Group related to the Business Combination and any subsequent exchanges of Blue Owl Operating Group Units for shares of the Registrant or cash.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and pays recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA.

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The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.

During the six months ended June 30, 2025 and 2024, the Company made TRA payments of $ 53.5 million and $ 28.2 million, respectively, inclusive of interest, and including $ 4.8 million and $ 2.8 million, respectively, paid to related parties.

The table below presents management’s estimate as of June 30, 2025, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

During the nine months ended September 30, 2025 and 2024, the Company made TRA payments of $ 53.5 million and $ 28.2 million, respectively, inclusive of interest, and including $ 4.8 million and $ 2.8 million, respectively, paid to related parties.

The table below presents management’s estimate as of September 30, 2025, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.

(dollars in thousands) Potential Payments Under the Tax Receivable Agreement

July 1, 2025 to December 31, 2025 $ —

October 1, 2025 to December 31, 2025 $ —

Thereafter 1,372,462

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Unfunded Product Commitments

As of June 30, 2025, the Company had unfunded investment commitments to its products of $ 36.2 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.

As of September 30, 2025, the Company had unfunded investment commitments to its products of $ 64.0 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.

Indemnification and Guarantee Arrangements

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The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition.

As of June 30, 2025, the Company has not had prior claims or losses pursuant to these arrangements.

From time to time, the Company is involved in legal actions in the ordinary course of business.

Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows.

As of September 30, 2025, the Company has not had prior claims or losses pursuant to these arrangements.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

From time to time, the Company is involved in legal actions in the ordinary course of business.

The following table presents a disaggregated view of the Company’s revenues:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2025 2024 2025 2024

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Total GAAP Revenues $ 727,990 $ 600,878 $ 2,114,582 $ 1,664,066

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

The table below presents the beginning and ending balances of the Company’s management fees, performance revenues and administrative, transaction and other fees receivable and unearned management fees.

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Performance revenues and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated statements of financial condition.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

Six Months Ended

Nine Months Ended

September 30,

(dollars in thousands) 2025 2024

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The consideration paid in 2021, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years from the date the consideration was paid, which represents the average period over which the related customer revenues are expected to be recognized.

Six Months Ended

Nine Months Ended

September 30,

(dollars in thousands) 2025 2024

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Equity-based compensation awards are generally subject to a three to five-year requisite service period, although certain grants are immediately vested at grant.

As of June 30, 2025, the total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Omnibus Plan was 175,834,537 , of which 69,016,469 remain available for issuance.

To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the 2021 Omnibus Plan.

The 2021 Omnibus Plan features an “evergreen” provision that provides for an automatic increase to the total number of Class A Shares subject to the 2021 Omnibus Plan on the first day of each fiscal year beginning in calendar year 2025, and ending in and including 2034, by a number of Class A Shares equal to the positive difference, if any, of (a) 5 % of the aggregate number of Class A Shares and Class B Shares, in each case, outstanding on the last day of the immediately preceding fiscal year (assuming that all Blue Owl Operating Group Units have converted on a one -for-one basis into Class A Shares) minus (b) the aggregate number of shares that were available for the issuance of future awards under the 2021 Omnibus Plan on such last day of the immediately preceding fiscal year, unless the administrator should decide to increase the number of shares covered by the 2021 Omnibus Plan by a lesser amount on any such date.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

As of September 30, 2025, the total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Omnibus Plan was 175,834,537 , of which 67,786,174 remain available for issuance.

The table below presents information regarding equity-based compensation expense.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2025 2024 2025 2024

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The second tranche of Incentive Units is expected to be issued in 2028, contingent upon achieving certain future targets outlined in the Services Agreement.

The estimated value of these additional Incentive Units, which assumes total commitments of $ 10.0 billion for the next vintage drawdown digital infrastructure product, was approximately $ 457.8 million as of June 30, 2025.

Incentive Units issued under this agreement will be fully vested upon issuance.

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Such expenses are included within the acquisition related line item in the table above and within general, administrative and other expenses in the Company’s consolidated statements of operations.

As of June 30, 2025, unamortized expense related to the Services Agreement was $ 658.8 million, with a remaining amortization period of 2.8 years.

As of September 30, 2025, unamortized expense related to the Services Agreement was $ 598.4 million, with a remaining amortization period of 2.8 years.

The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date.

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Accordingly, the effective tax rate for future interim periods may vary materially.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

The Registrant is a domestic corporation for U.S.

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Blue Owl Holdings is a partnership for U.S.

federal income tax purposes and a taxable entity for certain state and local taxes, such as the New York City unincorporated business tax (“UBT”).

The Company had an effective tax rate of 16.3 % and 14.0 % for the three and six months ended June 30, 2025, respectively, and 11.6 % for the three and six months ended June 30, 2024.

federal income tax purposes and a taxable entity for certain state and local taxes, such as the New York City unincorporated business tax.

The Company had an effective tax rate of 14.4 % and 14.1 % for the three and nine months ended September 30, 2025, respectively, and 11.4 % and 11.6 % for the three and nine months ended September 30, 2024, respectively.

The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

The Company regularly evaluates the realizability of its deferred tax assets and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.

As of June 30, 2025, the Company has not recorded any valuation allowances.

As of September 30, 2025, the Company has not recorded any valuation allowances.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

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See the Company’s consolidated statements of changes in stockholders’ equity for these amounts.

On July 4, 2025, the United States enacted “An Act to Provide for Reconciliation Pursuant to Title II of H.

14” (the “Act”), also known as the “One Big Beautiful Bill,” which includes significant amendments to the Internal Revenue Code.

The Act did not have a material impact on the Company’s consolidated financial statements.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

EARNINGS PER SHARE

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These RSUs do not participate in dividends until settled in Class A Shares.

These vested RSUs totaled 11,972,391 and 11,703,483 for the three and six months ended June 30, 2025, respectively, and 12,082,140 and 12,090,379 for the three and six months ended June 30, 2024, respectively.

These vested RSUs totaled 11,482,022 and 11,628,852 for the three and nine months ended September 30, 2025, respectively, and 11,700,172 and 11,959,362 for the three and nine months ended September 30, 2024, respectively.

(2) The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income attributable to Blue Owl Capital Inc.

for the period.

(3) As of June 30, 2025, the Prima Triggering Event (defined in Note 3 to the financial statements in our Annual Report) with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the three and six months ended June 30, 2025.

Had June 30, 2025 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred, and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the three and six months ended June 30, 2025.

(3) As of September 30, 2025, the Prima Triggering Event (defined in Note 3 to the financial statements in the Company’s Annual Report) with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the three and nine months ended September 30, 2025.

Had September 30, 2025 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred, and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2025.

(4) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interests, as well as any incremental tax expense or benefit had the instruments converted into Class A Shares as of the beginning of the period.

(5) As of June 30, 2025, the Atalaya Triggering Event (defined in Note 3 to the financial statements in our Annual Report) with respect to the Atalaya Earnouts had not occurred.

Had June 30, 2025 been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred, and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the three and six months ended June 30, 2025.

(5) As of September 30, 2025, the Atalaya Triggering Event (defined in Note 3 to the financial statements in the Company’s Annual Report) with respect to the Atalaya Earnouts had not occurred.

Had September 30, 2025 been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred, and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2025.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

(6) As of June 30, 2025, the contingencies related to the Services Agreement payments have not yet been resolved.

Had June 30, 2025 also been the end of the contingency period, the contingencies related to the Services Agreement would not have yet been resolved, and therefore the Incentive Units issuable under the Services Agreement have not been included in the calculation of diluted earnings per share for the three and six months ended June 30, 2025.

(7) As of June 30, 2025, the contingencies related to the IPI Subsequent Payment have been resolved, as the related Common Units were issued during the three months ended June 30, 2025, and therefore the Common Units related to the IPI Subsequent Payment have been included in the calculation of diluted earnings per share as of the beginning of the period in which the conditions were satisfied (i.e., the second quarter of 2025).

Three Months Ended June 30, 2025 Net Income

September 30, 2025

(6) As of September 30, 2025, the contingencies related to the Services Agreement payments have not yet been resolved.

Had September 30, 2025 also been the end of the contingency period, the contingencies related to the Services Agreement would not have yet been resolved, and therefore the Incentive Units issuable under the Services Agreement have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2025.

(7) As of September 30, 2025, the contingencies related to the IPI Subsequent Payment have been resolved, as the related Common Units were issued during the three months ended June 30, 2025, and therefore the Common Units related to the IPI Subsequent Payment have been included in the calculation of diluted earnings per share as of the beginning of the period in which the conditions were satisfied (i.e., the second quarter of 2025).

Three Months Ended September 30, 2025 Net Income

Attributable to

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Unvested Incentive Units — — 20,923,502

Prima Earnouts — — —

IPI Subsequent Payment ( 4,800 ) 564,979 —

Diluted $ 6,310 673,928,845 $ 0.01

Six Months Ended June 30, 2025 Net Income

Nine Months Ended September 30, 2025 Net Income

Attributable to

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Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

Three Months Ended June 30, 2024 Net Income Attributable to

September 30, 2025

Three Months Ended September 30, 2024 Net Income Attributable to

Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per

9 unchanged sentences

Diluted $ 66,413 1,491,724,950 $ 0.04

Six Months Ended June 30, 2024 Net Income Attributable to

Nine Months Ended September 30, 2024 Net Income Attributable to

Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per

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These amounts are included within due from related parties in the Company’s consolidated statements of financial condition.

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2025 December 31,

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Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Administrative Fees

Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by the products it manages and other related parties.

These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 27.7 million and $ 58.1 million for the three and six months ended June 30, 2025, respectively, and $ 23.9 million and $ 47.9 million for the three and six months ended June 30, 2024, respectively.

These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 24.4 million and $ 82.5 million for the three and nine months ended September 30, 2025, respectively, and $ 26.5 million and $ 74.4 million for the three and nine months ended September 30, 2024, respectively.

Dealer Manager Revenues

Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 28.7 million and $ 55.5 million for the three and six months ended June 30, 2025, respectively, and $ 20.2 million and $ 36.9 million for the three and six months ended June 30, 2024, respectively.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 31.1 million and $ 86.6 million for the three and nine months ended September 30, 2025, respectively, and $ 21.6 million and $ 58.5 million for the three and nine months ended September 30, 2024, respectively.

Substantially all of these dealer manager revenues are subsequently paid out to third party broker-dealers, and such payments are recorded within general, administrative and other expenses on the consolidated statements of operations.

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In certain cases, the Company is able to recover these expenses once certain profitability, cash flow or fundraising thresholds are met.

The Company recorded net expenses (recoveries) related to these arrangements of $ 2.7 million and $ 0.8 million for the three and six months ended June 30, 2025, respectively, and $( 6.0 ) million and $( 7.8 ) million for the three and six months ended June 30, 2024, respectively.

The Company recorded net expenses (recoveries) related to these arrangements of $ 2.1 million and $ 2.9 million for the three and nine months ended September 30, 2025, respectively, and $( 3.8 ) million and $( 11.6 ) million for the three and nine months ended September 30, 2024, respectively.

These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated statements of operations.

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The reimbursement may be recovered from a product managed by the Company to the extent that such reimbursement is eligible under such product’s agreements and in accordance with applicable policies and procedures.

The Company does not bear any operating, personnel or maintenance costs associated with these aircraft.

The Company does not bear any operating, personnel or maintenance costs associated with the aircraft.

Personal use of the aircraft is not charged to the Company.

The Company recorded expenses for these aircraft reimbursements of $ 1.3 million and $ 2.4 million for the three and six months ended June 30, 2025, respectively, and $ 0.8 million and $ 1.7 million for the three and six months ended June 30, 2024, respectively.

The Company recorded expenses for these aircraft reimbursements of $ 1.6 million and $ 4.0 million for the three and nine months ended September 30, 2025, respectively, and $ 0.6 million and $ 2.3 million for the three and nine months ended September 30, 2024, respectively.

Promissory Notes

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The promissory note bore interest at a rate of SOFR plus 1.55 %, subject to change based on credit rating and leverage ratio.

As of June 30, 2024, this promissory note was fully repaid, and the Company recorded $ 1.9 million and $ 5.4 million of interest income for the three and six months ended June 30, 2024, respectively.

The Company recorded $ 5.4 million of interest income in 2024.

Interest was payable monthly in arrears and settled in cash or equity in the related product.

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Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

On November 15, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 15.0 million.

September 30, 2025

On November 15, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, which was amended in October 2025 to extend the maturity date by one year , allowing the product to borrow from the Company up to an aggregate of $ 15.0 million.

The promissory note bears interest at a rate of SOFR plus 4.25 %, with any such interest amounts capitalized monthly.

Any unpaid principal balance and unpaid accrued interest may be prepaid in full or in part any time prior to maturity in January 2027.

As of June 30, 2025, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.3 million of interest income for the three and six months ended June 30, 2025, respectively.

As of June 30, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.4 million of interest income for the three and six months ended June 30, 2024, respectively.

As of September 30, 2025, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.5 million of interest income for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.6 million of interest income for the three and nine months ended September 30, 2024, respectively.

Investment Sale with Deferred Purchase Price

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As a result of the sale and discount on the receivable, the Company recognized a loss of $ 4.9 million for the year ended December 31, 2024.

As of June 30, 2025,$ 41.6 million was outstanding under this deferred purchase price receivable, and the Company recorded $ 0.5 million and $ 1.0 million of interest income for the three and six months ended June 30, 2025, respectively.

As of September 30, 2025,$ 42.1 million was outstanding under this deferred purchase price receivable, and the Company recorded $ 0.5 million and $ 1.5 million of interest income for the three and nine months ended September 30, 2025, respectively.

SUBSEQUENT EVENTS

On July 31, 2025, the Company announced a cash dividend of $ 0.225 per Class A Share.

The dividend is payable on August 28, 2025, to holders of record as of the close of business on August 14, 2025.

Tax Law Change

On July 4, 2025, the United States enacted “An Act to Provide for Reconciliation Pursuant to Title II of H.

14,” (the "Act"), also known as the "One Big Beautiful Bill," which includes significant amendments to the Internal Revenue Code.

The Company is currently evaluating the potential impact of this legislation on its consolidated financial statements, and the full effect on the Company's tax assets and liabilities is not yet known.

Any material effects will be reflected in the third quarter, as the Act was enacted following the end of the second quarter.

On October 30, 2025, the Company announced a cash dividend of $ 0.225 per Class A Share.

The dividend is payable on November 24, 2025, to holders of record as of the close of business on November 10, 2025.

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

What changed 10-Q

Item 5. Other Information