Management’s Discussion and Analysis of Financial Condition and Results of Operations.
−Removed: This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A.
+Added: This MD&A contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A.
Risk Factors” of this report, and should be read in conjunction with the Financial Statements.
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Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.
−Removed: Recent Transactions
−Removed: On June 6, 2024, we completed the Prima Acquisition, creating our real estate finance strategy.
−Removed: See Note 3 to our Financial Statements for additional information.
−Removed: On July 1, 2024, we completed the KAM Acquisition.
−Removed: KAM is a boutique investment management firm focused on providing asset management services to the insurance industry.
−Removed: KAM’s capabilities in investment grade credit and real estate strategies supplement Blue Owl’s existing strength in these asset classes and further accelerate our ability to bring differentiated products and strategies to the market for insurance clients.
−Removed: Our acquisition of KAM enhances our ability to serve the insurance market at scale and marks the official launch of Blue Owl Insurance Solutions.
−Removed: Working seamlessly across our investment platforms, Blue Owl Insurance Solutions combines the focused alternatives approach with expanded industry capabilities to now serve insurance clients across a broader range of their needs.
−Removed: See Note 3 to our Financial Statements for additional information.
−Removed: On September 30, 2024, we completed the Atalaya Acquisition.
−Removed: Atalaya focuses primarily on asset-based credit investments across consumer and commercial finance, corporate and real estate assets.
−Removed: The completion of the acquisition of Atalaya’s business represents a significant expansion of Blue Owl’s alternative credit presence.
−Removed: See Note 3 to our Financial Statements for additional information.
−Removed: On January 3, 2025, we completed the previously announced IPI Acquisition.
−Removed: The aggregate consideration for the IPI Acquisition was approximately $1.0 billion.
−Removed: We funded the IPI Acquisition through the issuance of 39,091,754 Common Units and corresponding Class C Shares and cash consideration of $204.1 million.
−Removed: We expect to issue additional Common Units and corresponding Class C Shares in the first half of 2025 when the purchase price is finalized.
−Removed: In addition, in connection with the IPI Acquisition, we entered into a services agreement with ICONIQ (as defined in Note 14 to our Financial Statements) (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to us or our subsidiaries.
−Removed: Under the terms of the Services Agreement, in 2026 we expect to issue 14,175,000 Incentive Units, subject to future targets.
−Removed: We also expect to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets.
−Removed: The Incentive Units will be fully vested upon issuance.
Assets Under Management
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$99.5 billion
−Removed: GP Strategic Capital
$80.6 billion
$48.8 billion
+Added: GP Strategic Capital
$69.1 billion
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$65.3 billion
−Removed: GP Minority Stakes
$45.9 billion
$21.3 billion
+Added: GP Minority Stakes
$65.1 billion
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$14.3 billion
−Removed: GP Debt Financing
Real Estate Credit
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$15.3 billion
+Added: GP Debt Financing
Investment Grade Credit
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$18.3 billion
+Added: Digital Infrastructure
+Added: $17.1 billion
+Added: $12.2 billion
Professional Sports
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As of December 31, 2025, our AUM was $307.4 billion, which included $187.7 billion of FPAUM.
−Removed: As of December 31, 2024, we have $22.6 billion in AUM not yet paying fees, providing over $300 million of annualized management fees once deployed.
+Added: As of December 31, 2025, we had $28.4 billion in AUM not yet paying fees, providing approximately $326 million of annualized management fees once deployed.
See “—Assets Under Management” for additional information, including important information on how we define these metrics.
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Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.
−Removed: We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth, particularly during periods of market uncertainty and volatility, as we have seen over the past few years.
−Removed: During the fourth quarter of 2024, industry M&A and capital markets activity remained moderately constructive, a continuation of the improvement relative to late 2022 and early 2023.
−Removed: Over the past twelve months, 91% of our GAAP and FRE management fees were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure to our asset base from redemptions.
−Removed: The fourth quarter of 2024 was a record fundraising quarter for Blue Owl, in which we raised $9.5 billion of equity across an increasingly diversified set of products and strategies.
−Removed: Inclusive of debt, we raised $18.1 billion of capital in the fourth quarter and $47.5 billion in 2024.
−Removed: Fundraising and capital deployment contributed to management fee growth of over 25% compared
−Removed: with the prior year.
−Removed: We ended the fourth quarter of 2024 with substantial available capital to deploy, reporting approximately $22.6 billion of AUM not yet paying fees.
−Removed: Subsequent to quarter end, we completed the IPI Acquisition, reflecting a significant step forward in Blue Owl’s presence in the digital infrastructure ecosystem.
−Removed: Pro forma for the IPI Acquisition, our AUM as of December 31, 2024 was approximately $265 billion.
−Removed: The fourth quarter of 2024 was once again a very active quarter for direct lending deployment, with $13.4 billion of originations, bringing our full year gross deployment to $52.0 billion and net funded deployment of $16.6 billion.
−Removed: Blue Owl continued to play a significant role in new deals, add-ons and refinancings alongside the syndicated market.
−Removed: We were also active in deploying capital for our alternative credit strategy and insurance solutions platform.
−Removed: For Blue Owl, positive net deployment and ongoing capital raising remained key drivers of higher management fees.
−Removed: We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated.
−Removed: We raised incremental capital in our large-cap GP minority stakes strategy from both the institutional and private wealth channels and held an incremental close for our mid-cap minority stakes strategy, bringing this new strategy to nearly $1 billion dollars.
−Removed: During the fourth quarter, Blue Owl GP Stakes III completed another strip sale of certain assets within the fund, providing liquidity for existing investors while offering a creative way for new investors to access our pool of leading notable Partner Managers.
−Removed: In Real Assets, we continue to actively deploy capital in our net lease strategy across a number of scaled opportunities, with our latest fund now over 75% committed despite having just held a final close in the first quarter of 2024.
−Removed: Our pipeline of deployment opportunities remains robust, reflecting the very significant capital needs of corporations, and we continue to see robust demand from investors in these products.
−Removed: During the fourth quarter, we held an additional close for our European net lease strategy and continued to see strong interest in our non-traded REIT.
+Added: During the fourth quarter of 2025, global equity and debt markets saw appreciation despite some elevated volatility, with U.S.
+Added: equity indices reaching new all-time highs while credit spreads remained relatively tight.
+Added: The 10-year Treasury yield ended the quarter approximately flat quarter over quarter and down approximately 40 basis points from the beginning of the year, and the Federal Reserve cut the federal funds rate by an additional 50 basis points during the fourth quarter following a 25 basis point cut in September 2025.
+Added: We continued to see strong growth across our platform, measured across earnings, ongoing fundraising, and new capital deployment.
+Added: Over the past year, approximately 84% and 85% of our GAAP and FRE management fees, respectively, were generated by Permanent Capital and the remainder was primarily from long-dated capital, with no meaningful pressure on our asset base from redemptions.
+Added: An elevated level of headlines about private credit drove higher redemptions in Blue Owl managed non-traded BDCs, aligning with industry-wide trends, and all investor tender requests for Blue Owl non-traded BDCs were satisfied.
+Added: This slowdown in non-traded BDC capital raising coincided with an acceleration in other fundraising within the private wealth channel, driving a record quarter of private wealth flows for Blue Owl.
+Added: We raised $17.3 billion of new capital commitments during the fourth quarter of 2025, with $56.3 billion of total capital raised in 2025.
+Added: This marks another record equity fundraising year for us, both across the private wealth and institutional channels, resulting in an increasingly diversified revenue profile across asset classes, strategies and channels.
+Added: Fundraising, capital deployment, and acquisitions contributed to management fee growth of approximately 25% over the past year.
+Added: We ended the fourth quarter of 2025 with substantial available capital to deploy, reporting $28.4 billion of AUM not yet paying fees.
+Added: Industry-wide completed sponsor M&A activity in the fourth quarter was moderate, and Blue Owl’s direct lending strategy saw gross deployment of $12.0 billion and net funded deployment of $3.3 billion in the quarter.
+Added: Key performance indicators across our credit business remained strong, and the Credit portfolios continued to perform as expected.
+Added: Across Blue Owl’s Real Assets platform, we continue to find attractive ways to partner with investment grade companies, building, financing and owning their most mission critical assets.
+Added: The appetite for data centers and build-to-suit net lease projects has continued to grow meaningfully as a result of growth in demand for cloud computing, AI technologies and reshoring, and investors continue to commit significant capital to these strategies.
+Added: In the fourth quarter, we held a $1.7 billion first close for Blue Owl Digital Infrastructure Trust, our private wealth-dedicated digital infrastructure evergreen fund, less than a year after the IPI Acquisition.
+Added: Coupled with fundraising for the latest vintage of our net lease flagship fund and the final close for our third digital infrastructure flagship fund, we raised over $17 billion of equity across the Real Assets platform in 2025, nearly 3.5x more than we raised in 2024.
+Added: In GP Strategic Capital, as the largest alternative asset managers continue to benefit from consolidation and accelerating market share trends, we continue to invest in the growth of these managers.
+Added: Over the course of 2025, funds managed by our GP minority stakes team deployed over $5 billion into Partner Managers at the upper end of the market.
+Added: As we begin to see activity levels at our Partner Managers increase from both a deployment and monetization standpoint, we believe we can continue to generate attractive and income-driven returns for our fund investors, with an emphasis on distributions paid in.
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.
−Removed: Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed management fees.
It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements.
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Risk Factors —Risks Related to Macroeconomic Factors.”
−Removed: Additionally, we intend to continue pursuing strategic acquisitions and investments to accelerate our growth and broaden our product offerings.
+Added: Additionally, we may pursue investments to accelerate our growth and broaden our product offerings, including opportunistically through acquisitions.
Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
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Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
−Removed: Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future.
−Removed: AUM not yet paying fees could provide over $300 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
+Added: 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.
+Added: AUM not yet paying fees could provide approximately $326 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
All amounts shown as of December 31, 2025, totals may not sum due to rounding.
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Our capital base is heavily weighted toward Permanent Capital.
−Removed: We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream.
+Added: 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.
−Removed: For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees from Permanent Capital to decline.
+Added: 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
Year Ended December 31, 2025 Year Ended December 31, 2024
−Removed: (dollars in millions) Credit GP Strategic Capital Real Assets Total Credit GP Strategic Capital Real Assets Total
+Added: (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
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The increase in AUM for the year ended December 31, 2025 was driven by the following:
−Removed: • $27.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
−Removed: • $10.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC and OTIC, as well as additional fundraise in other recently launched products.
+Added: • $20.7 billion of new capital raised, primarily driven by $13.0 billion in direct lending products reflecting continued private wealth fundraising in OCIC and OTIC, $3.9 billion in alternative credit products, $1.9 billion in investment grade credit products and $1.0 billion in strategic equity products.
• $10.0 billion of additional net debt commitments, primarily in direct lending, as we continue to opportunistically manage leverage in our BDCs.
−Removed: • $7.3 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs and CLOs.
−Removed: Redemptions and repurchases from these products were not material.
+Added: • $13.3 billion of distributions, which primarily relates to distributions paid from our BDCs, CLOs and alternative credit products, and redemptions from certain BDCs.
• $4.7 billion of overall appreciation across the platform, primarily in direct lending.
+Added: The increase in AUM for the year ended December 31, 2025 was driven by new capital raised of $17.0 billion across various products, primarily in our seventh vintage net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT, Blue Owl Digital Infrastructure Trust (“ODIT”), our digital infrastructure REIT, and Blue Owl Digital Infrastructure Fund III (“ODI III”), our third vintage digital infrastructure drawdown product, as well as $14.2 billion added in connection with the IPI Acquisition, partially offset by distributions of $4.8 billion, primarily in our net lease strategy.
GP Strategic Capital.
−Removed: The increase in AUM for the year ended December 31, 2024 was driven by new capital raised of $8.7 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product, and overall appreciation primarily in our GP minority stakes strategy of $5.1 billion.
−Removed: The increase in AUM for the year ended December 31, 2024 was driven by $15.2 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as new capital raised of $4.9 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, our European net lease product and Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown product, and $4.1 billion of additional net debt commitments, primarily in OREF VI.
+Added: The increase in AUM for the year ended December 31, 2025 was driven by new capital raised of $4.3 billion primarily in our GP minority stakes strategy, including new vehicles that acquired assets from a prior vintage product, and our sixth vintage product, as well as overall appreciation of $2.3 billion, partially offset by distributions of $3.5 billion in our GP minority stakes strategy.
Changes in FPAUM
Year Ended December 31, 2025 Year Ended December 31, 2024
−Removed: (dollars in millions) Credit GP Strategic Capital Real Assets Total Credit GP Strategic Capital Real Assets Total
+Added: (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
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Fee basis step down (134) (1,796) (1,503) (3,433) — — (389) (389)
−Removed: — (389) — (389) (71) (339) — (410)
Distributions (11,193) (4,235) (1,236) (16,664) (6,590) (1,828) (676) (9,094)
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The increase in FPAUM for the year ended December 31, 2025 was driven by the following:
−Removed: • $22.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
−Removed: • $11.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC, OTIC.
−Removed: • $6.6 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs and CLOs.
−Removed: Redemptions and repurchases from these products were not material.
+Added: • $16.4 billion of new capital raised, primarily driven by $11.4 billion new capital raised in direct lending products reflecting continued private wealth fundraising in OCIC and $2.9 billion in alternative credit products.
+Added: • $11.2 billion of distributions, which primarily relate to distributions paid from our BDCs and CLO products, and redemptions from certain BDCs.
• $3.4 billion of overall appreciation across the platform, primarily in direct lending.
+Added: The increase in FPAUM for the year ended December 31, 2025 was driven by capital raised and deployed of $11.4 billion, primarily in ORENT, ODIT, our sixth vintage net lease product and ODI III, as well as the $10.7 billion added in connection with the IPI Acquisition, partially offset by distributions of $4.2 billion, primarily in our net lease strategy and a $1.8 billion fee step down from a prior vintage net lease product.
GP Strategic Capital.
−Removed: The increase in FPAUM for the year ended December 31, 2024 was driven by new capital raised of $7.3 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product.
−Removed: The increase in FPAUM for the year ended December 31, 2024 was driven by the $13.5 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as capital raised and deployed of $5.3 billion, primarily in ORENT and OREF VI.
+Added: The increase in FPAUM for the year ended December 31, 2025 was driven by new capital raised of $4.4 billion primarily in our GP minority stakes strategy, including new vehicles that acquired assets from a prior vintage product, and our sixth vintage product, partially offset by a $1.5 billion fee step down from a prior vintage GP minority stakes product, as well as distributions of $1.2 billion, primarily in our GP minority stakes strategy.
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.
−Removed: The performance information of our products reflected is not indicative of Blue Owl’s performance.
+Added: Products presented herein represent products that meet certain quantitative and qualitative criteria that management uses to evaluate each product’s contribution to the overall financial performance of Blue Owl, as a whole.The performance information of our products reflected is not indicative of Blue Owl’s performance.
+Added: 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.
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There can be no assurance that any of these products or our other existing and future products will achieve similar returns.
−Removed: Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).
+Added: Multiple of invested capital (“MoIC”) and IRR data has not been presented for products that have been deploying capital for less than two years as such information is generally not meaningful (“NM”).
(dollars in millions) Year of
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Blue Owl Capital Corporation (2) 2016 $ 20,695 $ 7,736 $ 7,736 $ 4,309 $ 7,611 $ 11,920 1.78x 1.54x 13.9 % 9.8 %
−Removed: Blue Owl Capital Corporation II (1)(2) 2017 $ 2,522 $ 1,206 $ 1,176 $ 530 $ 1,153 $ 1,683 NM 1.43x NM 7.4 %
−Removed: Blue Owl Capital Corporation III (1) 2020 $ 4,812 $ 1,845 $ 1,842 $ 606 $ 1,909 $ 2,515 1.43x 1.37x 13.9 % 12.0 %
Blue Owl Credit Income Corp.
−Removed: (1)(2) 2020 $ 28,636 $ 13,944 $ 12,907 $ 1,872 $ 13,205 $ 15,077 NM 1.17x NM 11.2 %
−Removed: Blue Owl Technology Finance Corp.
2020 $ 41,519 $ 21,533 $ 19,317 $ 3,521 $ 19,322 $ 22,843 1.23x 1.18x 12.9 % 10.1 %
Blue Owl Technology Finance Corp.
−Removed: II (1) 2021 $ 8,207 $ 4,178 $ 2,623 $ 303 $ 2,736 $ 3,039 1.22x 1.16x 16.5 % 11.7 %
+Added: (3) 2018 $ 16,720 $ 7,729 $ 7,729 $ 1,470 $ 8,055 $ 9,525 1.28x 1.23x 12.7 % 9.4 %
Blue Owl Technology Income Corp.
−Removed: (1)(2) 2022 $ 6,071 $ 3,131 $ 2,840 $ 357 $ 2,904 $ 3,261 NM 1.15x NM 11.6 %
−Removed: Blue Owl First Lien Fund Levered (3) 2018 $ 1,419 $ 986 $ 912 $ 590 $ 647 $ 1,237 1.44x 1.36x 10.2 % 8.3 %
−Removed: Blue Owl First Lien Fund Unlevered (3) 2019 $ 68 $ 175 $ 156 $ 122 $ 68 $ 190 1.27x 1.22x 6.4 % 5.2 %
+Added: 2022 $ 7,279 $ 4,026 $ 3,363 $ 650 $ 3,425 $ 4,075 1.26x 1.21x 13.2 % 10.5 %
+Added: Alternative Credit
+Added: Blue Owl Asset Special Opportunities Fund VIII (4) 2021 $ 1,756 $ 1,849 $ 1,711 $ 505 $ 1,939 $ 2,444 1.48x 1.43x 18.8 % 14.1 %
(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.
−Removed: (2) For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for OBDC II, OCIC and OTIC.
−Removed: (3) Blue Owl First Lien Fund is comprised of three feeder funds:
−Removed: Onshore Levered, Offshore Levered and Insurance Unlevered.
−Removed: The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds.
−Removed: The gross and net MoIC for the Offshore Levered feeder fund is 1.42x and 1.31x, respectively.
−Removed: The gross and net IRR for the Offshore Levered feeder is 9.7% and 7.0%, respectively.
−Removed: All other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined.
−Removed: AUM is presented as the aggregate of the three Blue Owl First Lien Fund feeders.
−Removed: Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
+Added: (2) On January 13, 2025, OBDC completed its merger with OBDE, with OBDC as the surviving company.
+Added: (3) On March 24, 2025, OTF completed its merger with OTF II, with OTF as the surviving company.
+Added: (4) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(5) Includes reinvested dividends and share repurchases, if applicable.
−Removed: (5) Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.
+Added: (6) Invested capital includes capital calls, reinvested dividends, periodic investor closes and tender offers, as applicable.
(7) Realized proceeds represent the sum of all cash distributions to investors.
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(9) 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.
−Removed: Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
+Added: 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.
(10) 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.
−Removed: Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
+Added: Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(11) 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.
−Removed: Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
−Removed: (11) Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
+Added: 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.
+Added: (12) 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.
−Removed: GP Strategic Capital
−Removed: (dollars in millions) Year of
−Removed: Inception AUM Capital
−Removed: Raised Invested
+Added: (dollars in millions) Year of Inception AUM Capital Raised Invested Capital
(5) Unrealized
Value Gross (7) Net (8) Gross (9) Net (10)
−Removed: GP Minority Stakes (1)
−Removed: Blue Owl GP Stakes I 2011 $ 736 $ 1,284 $ 1,266 $ 788 $ 540 $ 1,328 1.20x 1.05x 3.2 % 0.7 %
−Removed: Blue Owl GP Stakes II 2014 $ 2,894 $ 2,153 $ 1,962 $ 1,009 $ 2,142 $ 3,151 1.92x 1.61x 13.2 % 8.8 %
−Removed: Blue Owl GP Stakes III 2015 $ 9,554 $ 5,318 $ 3,280 $ 3,728 $ 5,323 $ 9,051 3.44x 2.76x 29.1 % 22.4 %
−Removed: Blue Owl GP Stakes IV 2018 $ 16,719 $ 9,041 $ 6,621 $ 5,076 $ 8,694 $ 13,770 2.53x 2.08x 58.8 % 38.7 %
−Removed: Blue Owl GP Stakes V 2020 $ 14,455 $ 12,852 $ 5,917 $ 2,362 $ 4,932 $ 7,294 1.42x 1.23x 35.9 % 18.8 %
−Removed: (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.
−Removed: (2) Invested capital includes capital calls.
+Added: Blue Owl Real Estate Fund IV 2017 $ 663 $ 1,250 $ 1,239 $ 1,565 $ 277 $ 1,842 1.55x 1.49x 17.8 % 15.4 %
+Added: Blue Owl Real Estate Net Lease Property Fund 2019 $ 7,054 $ 4,891 $ 4,866 $ 2,346 $ 3,585 $ 5,931 1.25x 1.22x 8.3 % 7.4 %
+Added: Blue Owl Real Estate Fund V 2020 $ 4,112 $ 2,500 $ 2,500 $ 1,122 $ 2,133 $ 3,255 1.40x 1.30x 13.4 % 10.1 %
+Added: Blue Owl Real Estate Net Lease Trust (1) 2022 $ 11,751 $ 7,568 $ 7,568 $ 567 $ 7,041 $ 7,608 NM NM NM NM
+Added: Blue Owl Real Estate Fund VI 2022 $ 7,792 $ 5,163 $ 3,293 $ 215 $ 3,726 $ 3,941 1.27x 1.20x 25.2 % 18.0 %
+Added: Digital Infrastructure (2)
+Added: Blue Owl Digital Infrastructure Fund I (3) 2016 NM $ 1,484 $ 1,786 $ 1,407 $ 1,571 $ 2,978 1.79x 1.67x 15.3 % 11.6 %
+Added: Blue Owl Digital Infrastructure Fund II 2020 $ 5,040 $ 3,805 $ 3,494 $ 28 $ 4,701 $ 4,729 1.43x 1.35x 12.2 % 8.5 %
+Added: Blue Owl Digital Infrastructure Fund III 2022 $ 7,691 $ 7,170 $ 2,622 $ — $ 3,143 $ 3,143 1.33x 1.20x 27.7 % 10.3 %
+Added: (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.
+Added: Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report.
+Added: MoIC and IRR are not meaningful as we consider total net return to be a useful measure of the overall investment performance for this product.
+Added: Total net return was 8.6%, 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.
+Added: (2) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
+Added: (3) Information presented in the AUM column for this vehicle is not meaningful as the product was fully realized during the quarter.
+Added: (4) Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable and recycled capital which has been reinvested, and periodic investor closes, as applicable.
(5) Realized proceeds represent the sum of all cash distributions to investors.
2 unchanged sentences
(7) 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.
−Removed: Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
+Added: Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(8) 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.
−Removed: Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
+Added: Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.
(9) 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.
−Removed: Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
+Added: Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(10) 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.
−Removed: Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
+Added: 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.
−Removed: (dollars in millions) Year of Inception AUM Capital Raised Invested Capital
+Added: GP Strategic Capital
+Added: (dollars in millions) Year of
+Added: Inception AUM Capital
+Added: Raised Invested
(3) Unrealized
Value Gross (5) Net (6) Gross (7) Net (8)
−Removed: Blue Owl Real Estate Fund IV (1) 2017 $ 985 $ 1,250 $ 1,260 $ 1,495 $ 423 $ 1,918 1.68x 1.52x 21.5 % 17.7 %
−Removed: Blue Owl Real Estate Net Lease Property Fund 2019 $ 7,223 $ 3,729 $ 4,139 $ 1,624 $ 3,452 $ 5,076 1.26x 1.23x 9.6 % 8.5 %
−Removed: Blue Owl Real Estate Fund V (1) 2020 $ 3,869 $ 2,500 $ 2,500 $ 930 $ 2,351 $ 3,281 1.40x 1.31x 19.1 % 15.1 %
−Removed: Blue Owl Real Estate Net Lease Trust (2) 2022 $ 6,131 $ 4,380 $ 3,997 $ 170 $ 4,064 $ 4,234 NM NM NM NM
−Removed: Blue Owl Real Estate Fund VI (1) 2022 $ 9,291 $ 5,163 $ 1,118 $ 37 $ 1,041 $ 1,078 NM NM NM NM
−Removed: (1) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
−Removed: (2) Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date.
−Removed: Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report.
−Removed: MoIC and IRR are not meaningful as we consider total return to be a useful measure of the overall investment performance for this product.
−Removed: Total net return was 7.7%, 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.
−Removed: (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.
−Removed: (4) Realized proceeds represent the sum of all cash distributions to all investors.
−Removed: (5) Unrealized value represents the fund’s NAV.
+Added: GP Minority Stakes (1)
+Added: Blue Owl GP Stakes III 2015 $ 9,814 $ 5,318 $ 3,292 $ 4,588 $ 5,232 $ 9,820 3.76x 2.98x 28.3 % 22.0 %
+Added: Blue Owl GP Stakes IV 2018 $ 14,971 $ 9,041 $ 6,621 $ 5,964 $ 8,226 $ 14,190 2.93x 2.14x 55.0 % 37.1 %
+Added: Blue Owl GP Stakes V 2020 $ 14,306 $ 12,852 $ 7,381 $ 2,899 $ 5,737 $ 8,636 1.35x 1.17x 23.2 % 10.4 %
+Added: (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.
+Added: (2) Invested capital includes capital calls.
+Added: (3) Realized proceeds represent the sum of all cash distributions to investors.
+Added: (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.
−Removed: Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
+Added: Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(6) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.
Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.
−Removed: Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
+Added: 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.
−Removed: Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
+Added: 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.
−Removed: Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
+Added: Net IRRs are calculated after giving effect to management fees and carried interest, as applicable.
An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
GAAP Results of Operations Analysis
−Removed: As a result of the Prima Acquisition, KAM Acquisition and Atalaya Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends.
−Removed: Prima’s, KAM’s and Atalaya’s results of operations are included from June 6, 2024, July 1, 2024, and September 30 2024, respectively.
+Added: 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.
+Added: 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.
For a discussion of our results for the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K , filed with the SEC on February 21, 2025.
28 unchanged sentences
See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.
−Removed: • Credit increased $334.7 million, including an increase in Part I Fees of $137.4 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the KAM Acquisition of $27.9 million and Atalaya Acquisition of $19.8 million.
−Removed: • GP Strategic Capital increased $66.7 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
−Removed: • Real Assets increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.
+Added: • Credit increased $286.9 million, including an increase in Part I Fees of $43.2 million , primarily due to continued fundraising and deployment of capital within new and existing direct lending products.
+Added: Additionally, management fees from alternative credit products, net of the amortization of deferred incentives paid to customers, increased $60.8 million , primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024, as well as an increase in management fees of $39.7 million from investment grade credit products, primarily as a result of the KAM Acquisition closing in July 2024.
+Added: • Real Assets increased $220.1 million, primarily due to management fees of $163.5 million related to digital infrastructure products, net of the amortization of deferred incentives paid to customers, as a result of the IPI Acquisition that closed at the start of the first quarter of 2025.
+Added: 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.
+Added: Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.
+Added: • GP Strategic Capital increased $20.8 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.
Administrative, Transaction and Other Fees .
The increase in administrative, transaction and other fees was driven primarily by the following:
−Removed: • $35.6 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.
−Removed: • $30.0 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
−Removed: • $26.3 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to growth of our products and business overall.
+Added: • $41.6 million increase in dealer manager revenues, primarily due to growth in sales of OCIC and ORENT.
+Added: • $9.8 million increase in administrative fees, primarily driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.
+Added: • $24.1 million offsetting decrease in fee income earned for services provided to portfolio companies.
+Added: Performance Revenues.
+Added: The increase in performance revenues was driven primarily by products in the Real Assets net lease strategy.
Compensation and Benefits.
1 unchanged sentence
• $162.3 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
−Removed: • $56.9 million increase in our other recurring annual equity grants driven by additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation, offset by a $56.6 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 1 to our Financial Statements) in January 2024.
−Removed: • $25.7 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.
+Added: • $97.0 million increase in amortization primarily related to recurring annual equity grants, driven by additional grants made during the fourth quarter of 2024 in connection with year-end bonus compensation.
+Added: • $30.3 million increase in amortization primarily related to acquisition-related equity compensation, driven by the Atalaya Earnouts, as the Atalaya Acquisition closed in the third quarter of 2024.
+Added: See Note 3 to our Financial Statements for additional information.
Amortization of Intangible Assets.
−Removed: Amortization of intangible assets decreased $42.1 million, primarily due to corporate actions taken during the first quarter of 2023, resulting in a change of the estimated useful lives of acquired trademarks.
−Removed: As a result of the corporate actions, the remaining unamortized balance of the trademarks of $72.4 million was expensed through June 30, 2023.
−Removed: This decrease was partially offset by an increase of $32.2 million related to intangible assets acquired in the KAM Acquisition, Atalaya Acquisition and Prima Acquisition.
+Added: Amortization of intangible assets increased $100.7 million, primarily due to intangible assets acquired in connection with the IPI Acquisition, Atalaya Acquisition, KAM Acquisition and Prima Acquisition.
General, Administrative and Other Expenses .
General, administrative and other expenses increased, primarily driven by the following:
−Removed: • $61.2 million increase in Transaction Expenses, primarily due to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition.
−Removed: See Note 3 to our Financial Statements for additional details on our Transaction Expenses by acquisition.
−Removed: • $35.9 million increase related to dealer manager expenses, due to growth in our products and business overall.
−Removed: • $73.0 million increase in other operating expenses across various categories, driven by our continued growth.
−Removed: Interest and Dividend Income.
−Removed: The increase in interest and dividend income was driven by dividend income from the preferred equity investment made in April 2024 in Kuvare UK Holdings.
+Added: • $233.6 million increase related to the Services Agreement, which was entered into in January 2025.
+Added: See Note 10 to our Financial Statements for additional details on the Services Agreement.
+Added: • $41.2 million increase related to dealer manager expenses, primarily due to growth in the distribution of OCIC and ORENT.
+Added: • $37.5 million offsetting decrease in Transaction Expenses, as costs incurred related to the IPI Acquisition and BDC-related corporate actions in the current-year period were lower than the costs incurred related to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition in the prior-year period.
+Added: • $14.4 million increase related to expense support for certain products that we manage.
+Added: • $83.3 million increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, and professional fees, driven by our continued growth.
Interest Expense .
−Removed: The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) during the second quarter of 2024.
+Added: The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) in April 2024 and June 2024, and a higher average balance on our Revolving Credit Facility.
+Added: Change in TRA Liability.
+Added: The change in the TRA liability for the current year period was primarily due to accretion resulting from the passage of time and a decrease in the discount rate on the portion carried at fair value.
+Added: The change in the TRA liability for the prior period was driven primarily by an increase in the discount rate, partially offset by accretion resulting from the passage of time on the portion carried at fair value.
Change in Warrant Liability .
−Removed: The change in the warrant liability for the current year period was driven by the increase in the price of our Class A Shares and the exercise of the Private Placement Warrants in November 2024.
−Removed: The change in the warrant liability for the prior year period was driven by the increase in the price of our Class A Shares.
+Added: The change in the warrant liability for the prior period was driven by the increase in the price of our Class A Shares.
+Added: All remaining outstanding warrants were exercised in November 2024.
Change in Earnout Liability.
−Removed: The change in the earnout liability for the current year period was driven by the change in the fair value of the Prima Earnouts and KAM Earnouts (as described in Note 3 to our Financial Statements).
−Removed: Income Tax Expense
−Removed: The increase in income tax expense was due to higher pre-tax income in the current period as a result of the drivers discussed above.
−Removed: Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
−Removed: Net (Income) Loss Attributable To Noncontrolling Interests
−Removed: Net (income) loss attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s net income or loss due to the drivers discussed above.
+Added: The change in the earnout liability for the current year period was primarily driven by movement in our Class A Share price, which impacted the value of the IPI Subsequent Payment (as described in Note 3 to our Financial Statements) and changes in the fair value of the Prima Earnouts (as described in Note 3 to our Financial Statements).
+Added: Net Income Attributable To Noncontrolling Interests
+Added: 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 represented an approximately 58% weighted average economic interest in the Blue Owl Operating Group for the year ended December 31, 2025.
6 unchanged sentences
Fee-Related Earnings and Related Components
−Removed: Fee-Related Earnings is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses.
+Added: 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.
3 unchanged sentences
equity-based compensation expense;
−Removed: 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;
−Removed: amortization of acquisition-related earnouts;
+Added: 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”);
+Added: amortization of acquisition-related earnouts and transaction bonuses;
amortization of intangible assets;
5 unchanged sentences
changes in TRA, warrant and earnout liabilities;
−Removed: Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions.
+Added: 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”).
+Added: 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.
6 unchanged sentences
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.
−Removed: Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
+Added: Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results in assessing the amount of earnings available for distribution.
GAAP Margin is calculated as income before income taxes, divided by total revenues.
3 unchanged sentences
Year Ended December 31,
−Removed: (dollars in thousands) 2024 2023
+Added: (dollars in thousands) 2025 2024 $ Change
FRE revenues $ 2,654,712 $ 2,170,563 $ 484,149
3 unchanged sentences
Distributable Earnings $ 1,309,072 $ 1,129,248 $ 179,824
−Removed: Fee-Related Earnings and Distributable Earnings for the year ended December 31, 2024 increased as a result of higher FRE revenues in Credit, GP Strategic Capital and Real Assets, partially offset by higher FRE expenses, as further discussed below.
+Added: FRE Margin 58.3 % 59.4 %
+Added: Fee-Related Earnings and Distributable Earnings for the year ended December 31, 2025 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.
Year Ended December 31,
−Removed: (dollars in thousands) 2024 2023
+Added: (dollars in thousands) 2025 2024 $ Change
Credit Platform
4 unchanged sentences
Other 41,980 25,814 16,166
+Added: Amortization of deferred incentives paid to customers (9,807) — (9,807)
Management Fees, Net (1)
+Added: 1,521,483 1,234,594 286,889
Administrative, transaction and other fees 91,167 118,370 (27,203)
1 unchanged sentence
FRE Revenues - Credit Platform 1,615,363 1,355,238 260,125
+Added: Real Assets Platform
+Added: Net lease 202,105 168,588 33,517
+Added: Real estate credit 42,291 19,161 23,130
+Added: Digital infrastructure 130,948 — 130,948
+Added: Amortization of deferred incentives paid to customers (1,102) — (1,102)
+Added: Management Fees, Net (2)
+Added: 374,242 187,749 186,493
+Added: Administrative, transaction and other fees 6,036 736 5,300
+Added: FRE performance revenues 14,117 4,413 9,704
+Added: FRE Revenues - Real Assets Platform 394,395 192,898 201,497
GP Strategic Capital Platform
3 unchanged sentences
Management Fees, Net (3)
+Added: 636,880 615,274 21,606
Administrative, transaction and other fees 8,074 7,153 921
FRE Revenues - GP Strategic Capital Platform 644,954 622,427 22,527
−Removed: Real Assets Platform
−Removed: Net lease 168,588 122,365
−Removed: Real estate credit 19,161 —
−Removed: Management Fees, Net 187,749 122,365
−Removed: FRE performance revenues 4,413 —
−Removed: Administrative, transaction and other fees 736 274
−Removed: FRE Revenues - Real Assets Platform 192,898 122,639
Total FRE Revenues $ 2,654,712 $ 2,170,563 $ 484,149
+Added: (1) Includes $10.6 million and $3.1 million of catch-up fees for the years ended December 31, 2025 and 2024, respectively.
+Added: (2) Includes $1.5 million of catch-up fees for the year ended December 31, 2025.
+Added: There were no catch-up fees for the year ended December 31, 2024.
+Added: (3) Includes $2.0 million and $10.8 million of catch-up fees for the years ended December 31, 2025 and 2024, respectively.
FRE Management Fees .
−Removed: The increase in FRE management fees was primarily driven by the following:
−Removed: • Credit FRE management fees increased $334.7 million, including an increase in Part I Fees of $137.4 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the KAM Acquisition of $27.9 million and Atalaya Acquisition of $19.8 million.
−Removed: • GP Strategic Capital FRE management fees increased $69.4 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
−Removed: • Real Assets FRE management fees increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.
+Added: For the year ended December 31, 2025, the increase in FRE management fees was primarily driven by the following:
+Added: • Credit increased $286.9 million, including an increase in Part I Fees of $43.2 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products.
+Added: Additionally, management fees from alternative credit products, net of the amortization of deferred incentives paid to customers, increased $60.8 million , primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024, as well as an increase in management fees of $39.7 million from investment grade credit products, primarily as a result of the KAM Acquisition closing in July 2024.
+Added: • Real Assets increased $186.5 million, primarily due to management fees of $129.8 million related to digital infrastructure products, net of the amortization of deferred incentives paid to customers, as a result of the IPI Acquisition that closed at the start of the first quarter of 2025.
+Added: Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.
+Added: • GP Strategic Capital increased $21.6 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.
FRE Administrative, Transaction and Other Fees .
−Removed: The increase in FRE administrative, transaction and other fees was driven primarily by an increase of $30.0 million in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
+Added: For the year ended December 31, 2025, the decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $24.1 million in fee income earned for services provided to portfolio companies.
+Added: FRE Performance Revenues .
+Added: For the year ended December 31, 2025, the increase in FRE performance revenues was primarily driven by products in the Real Assets net lease strategy.
Year Ended December 31,
−Removed: (dollars in thousands) 2024 2023
+Added: (dollars in thousands) 2025 2024 $ Change
FRE compensation and benefits $ 765,009 $ 620,877 $ 144,132
2 unchanged sentences
FRE Compensation and Benefits.
−Removed: FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
+Added: For the year ended December 31, 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 .
−Removed: The increase in FRE general, administrative and other expenses was driven by higher operating expenses across various categories, driven by our continued growth.
+Added: For the year ended December 31, 2025, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, reflecting our increased headcount due to our continued growth.
Non-GAAP Reconciliations
10 unchanged sentences
DE performance revenues compensation 8,451 143
+Added: IPI Acquisition-related catch-up fees payable to sellers (33,653) —
Equity-based compensation - other 312,706 215,464
1 unchanged sentence
Equity-based compensation - Business Combination grants 62,541 69,173
−Removed: Acquisition-related cash earnout amortization — 25,731
+Added: Acquisition-related cash amortization 5,566 —
Capital-related compensation 2,496 3,858
2 unchanged sentences
Expense support 4,597 (9,805)
−Removed: Net losses on investments (1,713) (4,203)
+Added: Net gains (losses) on investments 7,105 (1,713)
Change in TRA liability 13,608 (7,080)
14 unchanged sentences
(dollars in thousands) 2025 2024
+Added: GAAP Management Fees $ 2,521,937 $ 1,994,064
+Added: Strategic Revenue-Share Purchase consideration amortization 44,321 43,553
+Added: IPI Acquisition-related catch-up fees payable to sellers (33,653) —
+Added: FRE Management Fees $ 2,532,605 $ 2,037,617
+Added: Year Ended December 31,
+Added: (dollars in thousands) 2025 2024
+Added: GAAP Administrative, Transaction, and Other Fees $ 321,469 $ 294,267
+Added: Reimbursed expenses (216,192) (168,008)
+Added: FRE Administrative, Transaction and Other Fees $ 105,277 $ 126,259
+Added: Year Ended December 31,
+Added: (dollars in thousands) 2025 2024
+Added: Performance Revenues $ 26,772 $ 7,096
+Added: DE performance revenues (9,942) (409)
+Added: FRE Performance Revenues $ 16,830 $ 6,687
+Added: Year Ended December 31,
+Added: (dollars in thousands) 2025 2024
GAAP Revenues $ 2,870,178 $ 2,295,427
1 unchanged sentence
DE performance revenues (9,942) (409)
+Added: IPI Acquisition-related catch-up fees payable to sellers (33,653) —
Reimbursed expenses (216,192) (168,008)
7 unchanged sentences
Equity-based compensation - Business Combination grants (62,541) (69,173)
−Removed: Acquisition-related cash earnout amortization — (25,731)
+Added: Acquisition-related cash amortization (5,566) —
Capital-related compensation (2,496) (3,858)
4 unchanged sentences
GAAP General, Administrative and Other Expenses $ 747,936 $ 412,931
+Added: Equity-based compensation - acquisition-related (233,627) —
Transaction Expenses (36,963) (74,476)
23 unchanged sentences
• Pay income taxes and amounts due under the TRA;
−Removed: • Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.
+Added: • Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units and Incentive Units at the Blue Owl Operating Group level;
+Added: • Pay the KAM Earnouts (as defined in Note 3 to our Financial Statements);
• Fund debt and equity investment commitments to existing or future products.
1 unchanged sentence
As of December 31, 2025, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).
−Removed: We also had $130.0 million outstanding under our Revolving Credit Facility as of December 31, 2024.
+Added: We also had $860.0 million outstanding under our Revolving Credit Facility as of December 31, 2025, which was amended in August 2025 to, among other things, 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.
+Added: Additionally, certain dollar baskets and thresholds under the Revolving Credit Facility were increased pursuant to the amendment.
+Added: In November 2025, the total borrowing capacity was further increased to $2.450 billion upon the satisfaction of certain conditions pursuant to the terms of the amendment entered into in August 2025.
+Added: As of February 19, 2026, $785.0 million was outstanding under the Revolving Credit Facility.
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.
−Removed: We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute stockholders.
+Added: 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.
−Removed: In September 2024, the Issuer (as defined in Note 7 to our Financial Statements) commenced an offer to exchange the Notes for newly issued registered notes with substantially similar terms of the respective series of Notes sought to be exchanged (the “Exchange Notes”).
−Removed: The Exchange Notes settled on October 28, 2024 and approximately 99.8% of the Notes had been validly tendered, which consisted of $59.8 million aggregate principal amount of 2028 Notes, $697.2 million aggregate principal amount of 2031 Notes, $397.3 million aggregate principal amount of 2032 Notes, $999.4 million aggregate principal amount of 2034 Notes and $350.0 million aggregate principal amount of 2051 Notes.
Tax Receivable Agreement
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As of December 31, 2025, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.8 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).
−Removed: Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.
+Added: Future cash savings and related payments under the TRA in respect of subsequent exchanges of Common Units for Class A or B Shares would be in addition to these amounts.
Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
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• The amount and timing of our taxable income will impact the payments to be made under the TRA.
−Removed: To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced.
−Removed: • The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange;
+Added: 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.
+Added: • The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Group’s assets resulting from such exchange;
payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
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Share Repurchases and RSUs Withheld for Tax Withholding
−Removed: On February 20, 2025, Blue Owl’s Board authorized the 2025 Program.
+Added: In February 2025, Blue Owl’s Board authorized the 2025 Program.
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.
−Removed: The timing and the actual number of shares repurchased will depend on a variety of factors, including legal
−Removed: requirements, price and economic and market conditions.
−Removed: The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier and (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.
+Added: The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.
+Added: The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.
+Added: We repurchased 3,699,164 Class A Shares, for an aggregate of $53.7 million, under the 2025 Program during the year ended December 31, 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.
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Earnout Liability
−Removed: The KAM Earnouts and the Wellfleet Earnouts (each defined in Note 3 to the Financial Statements), are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur.
−Removed: 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.
+Added: The KAM Earnouts 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.
+Added: As we approach each triggering event with respect to the KAM Earnouts, 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.
−Removed: The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 to the Financial Statements) are payable in Class A Shares or Common Units.
+Added: The Prima Earnouts (as defined in Note 3 to our Financial Statements) and Atalaya Earnouts 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.
+Added: 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.
+Added: For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.
Dividends and Distributions
−Removed: 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.
−Removed: For the fourth quarter of 2024, we declared a dividend of $0.18 to holders of record as of the close of business on February 19, 2025, which will be paid on February 28, 2025, bringing our full fiscal year 2024 dividends to $0.72.
+Added: Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for a given year, which will be reassessed on an annual basis.
+Added: For the fourth quarter of 2025, we declared a dividend of $0.225 to shareholders of record as of the close of business on February 20, 2026, which will be paid on March 2, 2026, bringing our fiscal year 2025 dividends to $0.90.
We set the target annual dividend for fiscal year 2026 at $0.92 per Class A Share (representing a fixed quarterly dividend of $0.23 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.
−Removed: 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;
+Added: When setting our dividend, our Board considers the expected amount of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business;
+Added: 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;
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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.
−Removed: The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners.
−Removed: Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S.
−Removed: federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements).
−Removed: Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
+Added: 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.
+Added: 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.
+Added: 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).
+Added: 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.
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Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations.
−Removed: One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense.
+Added: 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., 2025 year-end bonuses are paid out during the first quarter of 2026).
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.
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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.
−Removed: Included in the year ended December 31, 2023 were the cash outflows of the portion of the First Oak Street Earnout classified as contingent consideration that settled in January 2023;
−Removed: 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.
+Added: Cash flows from investing activities for the year ended December 31, 2025 were primarily related to cash consideration paid in connection with the IPI Acquisition, investments in our products and cash outflows for office space-related leasehold improvements.
+Added: In addition, investment activities included inflows from redemptions from a product we manage.
Cash flows from investing activities for the year ended December 31, 2024 were primarily related to cash consideration paid in connection with the KAM Acquisition and Atalaya Acquisition, a preferred equity investment in Kuvare UK Holdings, investments in our products and cash outflows for office space-related leasehold improvements.
In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.
−Removed: Cash flows from investing activities for the year ended December 31, 2023 were primarily related to purchases of investments including funding of the promissory note from a product that we manage, cash outflows related to office space-related leasehold improvements, as well as cash consideration paid in connection with the Par Four Acquisition.
−Removed: In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage.
Financing Activities.
+Added: Cash flows from financing activities for the year ended December 31, 2025 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used, in part, to finance the IPI Acquisition.
+Added: In addition, we had distributions on our Common Units (noncontrolling interests), dividends on our Class A Shares, as well as withholdings on vested RSUs.
+Added: Included in the year ended December 31, 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 year ended December 31, 2024 were primarily related to the issuance of our 2034 Notes and borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance the Prima Acquisition, the KAM Acquisition and the Atalaya Acquisition.
In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares.
−Removed: Included in the year ended December 31, 2024 was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
−Removed: Cash flows from financing activities for the year ended December 31, 2023 were primarily related to distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares.
−Removed: In addition, we had borrowings and repayment activity under our Revolving Credit Facility and the issuance of our 2028 Notes, the net proceeds of which borrowings were used to finance working capital needs and general capital purposes.
−Removed: Included in the year ended December 31, 2023, were a portion of the cash outflows related to the First Oak Street Earnout classified as contingent consideration that settled in January 2023.
+Added: Included in the year ended December 31, 2024 was a portion of the cash outflows related to the second tranche of Oak Street Earnout Units (as defined in Note 10 to our Financial Statements) classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
Critical Accounting Estimates
−Removed: We prepare our Financial Statements in accordance with U.S.
+Added: 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.
−Removed: These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainty.
+Added: 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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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.
−Removed: 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.
+Added: Management fees from our other Real Assets and GP Strategic Capital products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products.
However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses.
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TRA Liability
−Removed: We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition.
+Added: 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.
−Removed: A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a correspondingly negative impact on our GAAP results of operations.
+Added: 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.
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Earnout Liability
−Removed: The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods.
−Removed: Changes in the estimated fair values of this liability may have a material impacts on our results of operations in any given period, as any increases in this liability has a corresponding negative impact on our GAAP results of operations.
+Added: 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.
+Added: Changes in the estimated fair value of this liability may have a material impact on our results of operations in any given period, as any increase in this liability has a corresponding negative impact on our GAAP results of operations.
See Note 4 to our Financial Statements for additional details.
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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.
−Removed: 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 correspondingly negative impact on our GAAP results of operations.
+Added: 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.
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Equity-based Compensation
−Removed: The grant-date fair values of our RSU and Incentive Unit (both defined in Note 1 to our Financial Statements) grants, as well as the compensation-classified earnouts are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to post-vesting transfer restrictions.
+Added: 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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We generally undertake a qualitative review of factors that may indicate whether an impairment exists.
−Removed: 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.
+Added: We take into account factors such as projections for FPAUM, revenue and general economic conditions that require judgment 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.
+Added: Our single reporting unit is not at risk of failing the quantitative impairment test.
We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization.
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Changes in estimated useful lives could result in significant changes to the amount of amortization expense recognized in future periods.
−Removed: Variable Interest Entities
−Removed: The determination of whether to consolidate a variable interest entity (“VIE”) under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests.
+Added: Consolidation
+Added: We consolidate entities based on either a variable interest model or voting interest model.
+Added: 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.
−Removed: Upon the occurrence of certain events, such as 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.
−Removed: Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated.
−Removed: In light of the relevantly insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
+Added: 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.
+Added: Our judgment when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated.
+Added: In light of the relatively insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgment 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
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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.