What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-21 · 553 added, 506 removed, 1340 unchanged (44% of the section changed)

21 unchanged sentences

During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Internal Reorganization

On February 20, 2025, the Board adopted resolutions authorizing the adoption of an Amended and Restated Certificate of Incorporation in connection with the Internal Reorganization.

Following the Internal Reorganization, each equity holder of the Blue Owl Operating Partnerships will hold solely equity of Blue Owl Holdings in the same proportion as it held the equity of the Blue Owl Operating Partnerships immediately prior to the Internal Reorganization.

The Internal Reorganization is expected to occur on or about April 1, 2025, following the effectiveness of the Amended and Restated Certificate of Incorporation.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Exhibit Number Description

Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.

Current Report on Form 10-Q filed on May 5, 2022)

Form of Amended and Restated Certificate of Incorporation of Blue Owl Capital Inc.

Amended and Restated Certificate of Incorporation of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.

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

Amended and Restated Bylaws of Blue Owl Capital Inc.

34 unchanged sentences

Current Report on Form 8-K filed on July 2, 2024)

Exhibit Number Description

Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 27, 2023)

Amended & Restated Investor Rights Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on August 8, 2023)

First Amendment to Amended and Restated Investor Rights Agreement, dated as of June 13, 2024 among Blue Owl Capital Inc.

and the other parties thereto (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Second Amended and Restated Tax Receivable Agreement, dated as of April 1, 2025, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP (solely for purposes of Section 7.18(b) thereto), each of the Partners (as defined therein) party thereto and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on August 1, 2025)

Amended and Restated Limited Liability Company Agreement of Blue Owl Capital GP LLC (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

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

Current Report on Form 8-K filed on October 25, 2021)

Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP, dated December 20, 2023 (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 23, 2024)

First Amendment to the Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP, dated December 20, 2023 (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 23, 2024)

Amended and Restated Blue Owl Capital Inc.

Exhibit Number Description

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

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

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

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

Second Amended and Restated Limited Liability Company Agreement of Blue Owl Capital GP LLC

Second Amended and Restated Blue Owl Capital Inc.

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

Current Report on Form 8-K/A filed on June 20, 2024)

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

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

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

Form of Incentive Unit Grant Agreement (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

Quarterly Report on Form 10-Q filed on August 1, 2025)

Form of RSU Award Agreement for Directors (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc.

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Current Report on Form 8-K filed on October 25, 2021)

Second Amended and Restated Exchange Agreement, dated as of February 21, 2024, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP and the Blue Owl Limited Partners (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.14 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 23, 2024)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Blue Owl Capital Inc.

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Current Report on Form 8-K filed on December 30, 2021)

Exhibit Number Description

Amended and Restated Credit Agreement, dated as of June 15, 2022, by and among Blue Owl Finance LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.(incorporated by reference to Exhibit 1.1 of Blue Owl Capital Inc.

7 unchanged sentences

Current Report on Form 8-K filed on July 23, 2024)

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

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

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

Registration Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Marc Zahr and Augustus, LLC (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Inc.

and Marc Zahr (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Exhibit Number Description

Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Holdings, LLC and Marc Zahr (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

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Current Report on Form 8-K filed on June 6, 2024)

Amendment No.

1 to Amended and Restated Tax Receivable Agreement, dated as of February 21, 2024, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto (incorporated by reference to Exhibit 10.36 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 23, 2024)

Insider Trading Policy of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 19.1 of Blue Owl Capital Inc.

Annual Report on Form 10-K filed on February 21, 2025)

Subsidiaries of the Registrant

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

Exhibit Number Description

Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C.

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Annual Report on Form 10-K filed on February 23, 2024)

Exhibit Number Description

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

(i) the Consolidated Statements of Financial Condition as of December 31, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 (iv) the Consolidated Statements of Cash Flows for the year ended December 31, 2024, 2023 and 2022, and (v) the Notes to the Consolidated Financial Statements

(i) the Consolidated Statements of Financial Condition as of December 31, 2025 and December 31, 2024, (ii) the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, and (vi) the Notes to the Consolidated Financial Statements

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

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Alan Kirshenbaum (Principal Financial Officer and Principal Accounting Officer)

/s/ Jennifer Brouse Senior Managing Director and Director February 19, 2026

Jennifer Brouse

/s/ Claudia Holz Director February 19, 2026

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/s/ Stacy Polley Director February 19, 2026

/s/ Sean Ward Senior Managing Director and Director February 21, 2025

/s/ Dana Weeks Director February 19, 2026

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Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023

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We have audited the accompanying consolidated statements of financial condition of Blue Owl Capital Inc.

and subsidiaries (the Company) as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the fair value of certain acquired intangible assets

As discussed in Note 1 to the consolidated financial statements, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from IPI Partners, LLC (IPI) on January 3, 2025.

The acquisition was accounted for as a business combination using the acquisition method of accounting as discussed in Note 2.

As discussed in Note 3, the Company acquired IPI for total purchase consideration of $1.3 billion.

In connection with the acquisition, the Company recognized intangible assets acquired at their acquisition-date fair value.

The intangible assets acquired included investment management agreements and investor relationships of $240.0 million and $105.0 million, respectively.

We identified the evaluation of the fair value of certain investment management agreement intangible assets and investor relationship intangible assets acquired in the IPI business combination as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate certain key assumptions used to value the investment management agreements and the investor relationships.

The key assumptions included the projected revenue on assets under management, investor retention rates used to value the investor relationships, and certain discount rate assumptions.

The acquisition-date fair values of investment management agreements and investor relationships were sensitive to changes in the key assumptions.

Additionally, the projected revenue on assets under management was based on expectations of future market and economic conditions that are uncertain.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of internal controls over the Company’s acquisition date valuation process.

This included controls related to the development of the key assumptions used to value the investment management agreements and investor relationships.

We evaluated the reasonableness of the projected revenue on assets under management for certain acquired investment management agreements and investor relationships by comparing it to the acquiree’s historical revenue on assets under management.

We also evaluated the reasonableness of the investor retention rates used to determine the fair value of the investor relationships by comparing them to the historical retention rates of investors participating in new funds and investment strategies.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rates used to determine the fair value of the investment management agreements and investor relationships by:

• independently developing a range of discount rates based on publicly available market data for comparable entities and comparing the range to the Company’s discount rates

• recalculating the Company’s determination of its weighted average cost of capital (WACC) used to determine its discount rates

• reconciling the Company’s determination of its WACC to the Company’s weighted average return on assets and internal rate of return.

Recoverability of finite-lived intangible assets

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The Company tests finite-lived intangible assets for impairment if events occur, or circumstances change (i.e., a triggering event), indicating that the carrying amount of an intangible asset may not be recoverable.

Management of the Company is required to make significant estimates and assumptions when evaluating finite-lived intangible assets for impairment.

Management of the Company is required to make significant estimates and assumptions when evaluating finite-lived

intangible assets for impairment.

Management generally performs a qualitative review of factors including revenue growth projections, which are generally based on the amount of the fee-paying assets under management, and general economic conditions, that require judgement in deciding whether a quantitative analysis should be undertaken.

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• We evaluated the reasonableness of management’s identification of triggering events and growth projections in revenue through inquiries with management on the effects of general macroeconomic and industry conditions considered in forming the projections, reading meeting minutes, inspecting other internal documentation such as board materials and fund products’ legal agreements, and inspecting correspondence with the product teams of each revenue division.

Evaluation of the fair value of certain acquired intangible assets

As discussed in Note 3 to the consolidated financial statements, the Company acquired Prima Capital Advisors Holdings LLC (Prima), Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (KAM), and the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (Atalaya) on June 6, 2024, July 1, 2024, and September 30, 2024, respectively.

The acquisitions were accounted for as business combinations using the acquisition method of accounting as discussed in Note 2.

As discussed in Note 3, the Company acquired Prima, KAM, and Atalaya for total purchase consideration of $183.3 million, $842.2 million, and $505.8 million, respectively.

In connection with the acquisitions, the Company recognized intangible assets acquired at their acquisition-date fair value.

The intangible assets acquired included investment

management agreements related to the Prima, KAM, and Atalaya acquisitions of $108.0 million, $568.0 million, and $365.0 million respectively.

We identified the evaluation of the fair value of certain investment management agreement intangible assets acquired in the Prima, KAM, and Atalaya business combinations as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate certain key assumptions used to value the investment management agreements for each acquisition.

The key assumptions included the projected revenue on assets under management and discount rate assumptions.

The acquisition-date fair values of investment management agreements were sensitive to changes in the key assumptions.

Additionally, the projected revenue on assets under management was based on expectations of future market and economic conditions that are uncertain.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of internal controls over the Company’s acquisition date valuation process.

This included controls related to the development of the key assumptions used to value the investment management agreements for each acquisition.

We evaluated the reasonableness of the projected revenue on assets under management for certain acquired investment management agreements by comparing it to the acquiree’s historical revenue on assets under management.

• Independently developing a range of discount rates based on publicly available market data for comparable entities and comparing the range to the Company’s discount rates

• Recalculating the Company’s determination of its weighted average cost of capital (WACC) used to determine its discount rates

• Reconciling the Company’s determination of its WACC to the Company’s weighted average return on assets and internal rate of return.

We have served as the Company’s auditor since 2016.

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1,658,999 1,412,300

Warrant liability, at fair value — 22,600

Earnout liability, at fair value 163,700 168,441

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Accumulated deficit ( 1,609,455 ) ( 1,141,631 )

Accumulated other comprehensive income 1,892 —

Total Stockholders’ Equity Attributable to Blue Owl Capital Inc.

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Total Other Loss ( 108,339 ) ( 137,529 ) ( 71,432 )

Income (Loss) Before Income Taxes 469,228 246,384 ( 49,615 )

Income Before Income Taxes 347,911 469,228 246,384

Income tax expense 42,424 48,782 25,608

Consolidated Net Income (Loss) 420,446 220,776 ( 40,235 )

Net (income) loss attributable to noncontrolling interests ( 310,862 ) ( 166,433 ) 30,946

Net Income (Loss) Attributable to Blue Owl Capital Inc.

Consolidated Net Income 305,487 420,446 220,776

Net income attributable to noncontrolling interests ( 226,654 ) ( 310,862 ) ( 166,433 )

Net Income Attributable to Blue Owl Capital Inc.

$ 78,833 $ 109,584 $ 54,343

Earnings (Loss) per Class A Share

Earnings per Class A Share

Basic $ 0.12 $ 0.20 $ 0.12

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Blue Owl Capital Inc.

Consolidated Statements of Comprehensive Income

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2025 2024 2023

Consolidated Net Income $ 305,487 $ 420,446 $ 220,776

Other comprehensive income - cash flow hedges, net of tax 4,080 — —

Comprehensive Income 309,567 420,446 220,776

Comprehensive income attributable to noncontrolling interests ( 228,842 ) ( 310,862 ) ( 166,433 )

Comprehensive Income Attributable to Blue Owl Capital Inc.

$ 80,725 $ 109,584 $ 54,343

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity

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

Class C Shares and Common Units exchanged for Class A Shares 10 1 5

Share exchanges 6 10 1

Ending Balance $ 67 $ 61 $ 46

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Beginning balance $ 58 $ 63 $ 63

Settlement of Oak Street Earnout Securities 1 — —

Common Units and Class C Shares issued in connection with Prima Acquisition 1 — —

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

Class C Shares and Common Units exchanged for Class A Shares ( 10 ) ( 1 ) ( 4 )

Settlement of Oak Street Earnout Units — 1 —

Class C Shares and Common Units issued in connection with Prima Acquisition — 1 —

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

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

Share exchanges ( 5 ) ( 10 ) ( 1 )

Shares delivered on vested Common Units 1 1 —

Class C Shares issued as consideration related to the Oak Street Acquisition — 1 —

Class C Shares and Common Units issued as consideration related to the Oak Street Acquisition — — 1

Ending Balance $ 58 $ 58 $ 63

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Beginning balance $ 31 $ 32 $ 32

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

Share exchanges ( 1 ) ( 1 ) —

Ending Balance $ 30 $ 31 $ 32

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Cash dividends declared on Class A Shares ( 546,657 ) ( 368,331 ) ( 247,882 )

Comprehensive income (loss) 109,584 54,343 ( 9,289 )

Ending Balance $ ( 1,141,631 ) $ ( 882,884 ) $ ( 689,345 )

Total Stockholders’ Equity Attributable to Blue Owl Capital Inc.

Net income attributable to Blue Owl Capital Inc.

78,833 109,584 54,343

Ending Balance $ ( 1,609,455 ) $ ( 1,141,631 ) $ ( 882,884 )

Blue Owl Capital Inc.

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2025 2024 2023

Accumulated Other Comprehensive Income

Beginning balance $ — $ — $ —

Other comprehensive income attributable to Blue Owl Capital Inc.

Ending Balance $ 1,892 $ — $ —

Total Stockholders’ Equity Attributable to Blue Owl Capital Inc.

$ 2,205,362 $ 2,127,758 $ 1,528,239

Stockholders’ Equity Attributable to Noncontrolling Interests

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Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 671,819 ) ( 332,477 ) ( 127,459 )

Common Units and Class C Shares issued in connection with Prima Acquisition 27,195 — —

Common Units and Class C Shares issued in connection with Atalaya Acquisition 385,106 — —

Comprehensive income (loss) 310,862 166,433 ( 30,946 )

Class C Shares and Common Units issued in connection with Prima Acquisition — 27,195 —

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

Class C Shares and Common Units issued in connection with Atalaya Acquisition — 385,106 —

Net income attributable to noncontrolling interests 226,654 310,862 166,433

Other comprehensive income attributable to noncontrolling interests 2,188 — —

Ending Balance $ 3,848,837 $ 3,678,278 $ 3,749,692

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

Class C Shares and Common Units exchanged for Class A Shares 103,766,000 17,983,898 45,363,695

Class D Shares and Common Units exchanged for Class A Shares 4,944,214 — —

Share exchanges 58,173,635 108,710,214 17,983,898

Exercise of warrants — 2,613,836 —

Other 294 — —

Ending Balance 667,278,210 608,346,194 464,425,386

1 unchanged sentence

Beginning balance 579,980,769 632,486,822 629,402,505

Common Units and Class C Shares issued in connection with Prima Acquisition 1,572,883 — —

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

Class C Shares and Common Units exchanged for Class A Shares ( 103,766,000 ) ( 17,983,898 ) ( 45,363,695 )

Class C Shares and Common Units issued in connection with Prima Acquisition — 1,572,883 —

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

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

Share exchanges ( 52,207,429 ) ( 102,036,000 ) ( 15,941,394 )

Shares delivered on vested Common Units 13,269,280 14,903,886 5,988,546

Class D Shares exchanged for Class C Shares 1,730,000 2,042,504 —

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

Ending Balance 584,552,295 579,980,769 632,486,822

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2025 2024 2023

Number of Class D Shares

Beginning balance 310,415,409 317,089,623 319,132,127

Class D Shares and Common Units exchanged for Class A Shares ( 4,944,214 ) — —

Class D Shares exchanged for Class C Shares ( 1,730,000 ) ( 2,042,504 ) —

Share exchanges ( 5,966,206 ) ( 6,674,214 ) ( 2,042,504 )

Ending Balance 304,449,203 310,415,409 317,089,623

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Cash Flows from Operating Activities

Consolidated net income (loss) $ 420,446 $ 220,776 $ ( 40,235 )

Adjustments to reconcile consolidated net income (loss) to net cash from operating activities:

Consolidated net income $ 305,487 $ 420,446 $ 220,776

Adjustments to reconcile consolidated net income to net cash from operating activities:

Amortization of intangible assets 358,952 258,256 300,341

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Non-cash interest and dividend income ( 34,914 ) ( 23,116 ) —

Non-cash lease expense 27,313 22,893 12,983

Net change in operating lease assets and operating lease liabilities 16,744 27,313 22,893

Payment of earnout liability in excess of acquisition-date fair value ( 935 ) ( 13,808 ) ( 7,406 )

Net gains on investments, net of dividends on equity-method investments 12,684 ( 4,203 ) 132

Net (gains) losses on investments, net of dividends on equity-method investments 5,713 12,684 ( 4,203 )

Change in TRA liability 13,608 ( 7,080 ) 1,656

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Debt issuance costs ( 3,374 ) ( 25,366 ) ( 6,254 )

Repayments of debt obligations, including retirement costs ( 1,245,000 ) ( 1,000,000 ) ( 323,000 )

Repayments of debt obligations ( 1,540,000 ) ( 1,245,000 ) ( 1,000,000 )

Payment of earnout liability, up to acquisition-date fair value ( 36,761 ) ( 79,981 ) ( 79,134 )

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Dividends paid on Class A Shares ( 546,657 ) ( 368,331 ) ( 247,882 )

Proceeds from exercise of warrants — — 151

Class A Share repurchases ( 53,694 ) — —

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Cash paid for income taxes (1)

$ 17,140 $ 22,136 $ 14,249

(1) See Note 11 for additional information on income taxes paid disaggregated by jurisdiction.

The accompanying notes are an integral part of these consolidated financial statements.

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(the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager.

Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real Assets platforms on behalf of institutional and private wealth clients.

The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings”) and Blue Owl Capital Carry LP (“Blue Owl Carry”).

Blue Owl Holdings and Blue Owl Carry are referred to, collectively, as the “Blue Owl Operating Partnerships,” and collectively with their consolidated subsidiaries, as the “Blue Owl Operating Group.” The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC and certain other directly or indirectly wholly owned subsidiaries of the Registrant (collectively, “Blue Owl GP”).

Business Combination, Including Dyal Acquisition

On May 19, 2021, the Business Combination was completed resulting from transactions contemplated by the business combination agreement dated as of December 23, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and the Dyal Capital Partners business acquired from Neuberger Berman Group LLC (the “Dyal Acquisition”).

Oak Street Acquisition

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (now, Blue Owl Real Estate Capital, LLC), a diversified real estate investment firm, and its advisory business (the “Oak Street Acquisition”).

Wellfleet Acquisition

On April 1, 2022, the Company completed its acquisition of Wellfleet Credit Partners, LLC (now, Blue Owl Liquid Credit Partners) (“Wellfleet”), a manager of collateralized loan obligations (“CLOs”) (the “Wellfleet Acquisition”).

Par Four Acquisition

On August 15, 2023, the Company acquired the rights to certain CLO management agreements, related assets and personnel from Par Four CLO Management LLC, a CLO manager (the “Par Four Acquisition”).

CHI Acquisition

On December 1, 2023, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Cowen Healthcare Investments, a life sciences investment manager (the “CHI Acquisition”).

Prima Acquisition

On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC, a real estate lender (“Prima”) (the “Prima Acquisition”).

KAM Acquisition

Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, Real Assets and GP Strategic Capital platforms on behalf of institutional and private wealth clients.

The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings,” and collectively with its consolidated subsidiaries, the “Blue Owl Operating Group”).

The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through its wholly owned subsidiaries, Blue Owl Capital GP Holdings LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”).

On May 19, 2021, the Company completed the transactions contemplated by the business combination agreement dated as of December 23, 2020 (as amended, modified, supplemented or waived from time to time) (the “Business Combination”), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (“Neuberger”), which included the acquisition of the Dyal Capital Partners (“Dyal Capital”) business from Neuberger (the “Dyal Acquisition”).

On April 1, 2025, the Company completed the previously announced internal reorganization (“Internal Reorganization”), pursuant to which, among other things, Blue Owl Capital Carry LP (“Blue Owl Carry”) became a wholly owned subsidiary of Blue Owl Holdings.

Prior to the Internal Reorganization, Blue Owl Holdings and Blue Owl Carry were referred to, collectively, as the “Blue Owl Operating Partnerships.” Following the Internal Reorganization, each unitholder of the Blue Owl Operating Partnerships who previously held an equal number of units in each of Blue Owl Holdings and Blue Owl Carry instead holds a single class of units in Blue Owl Holdings and will hold units in any future entities that may be designated by the Company’s Board in its sole discretion as a Blue Owl Operating Partnership.

On January 3, 2025, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from digital infrastructure fund manager IPI Partners, LLC (the “IPI Acquisition”), a joint venture between an affiliate of ICONIQ Capital, LLC (“ICONIQ”) and an affiliate of Iron Point Partners.

The IPI Acquisition collectively with the Dyal Acquisition and the acquisitions listed below are referred to as the “Acquisitions.”

In addition, in connection with the IPI Acquisition, the Company entered into a services agreement with ICONIQ (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to the Company or its subsidiaries.

See Note 10 for additional information regarding the Services Agreement.

On July 1, 2024, the Company completed its acquisition of Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (“KAM”), a boutique investment management firm focused on providing asset management services to the insurance industry (the “KAM Acquisition”).

On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC, a real estate lender (“Prima”) (the “Prima Acquisition”).

On August 15, 2023, the Company acquired the rights to certain collateralized loan obligation (“CLO”) management agreements, related assets and personnel from Par Four CLO Management LLC, a CLO manager (the “Par Four Acquisition”).

Blue Owl Capital Inc.

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December 31, 2025

Atalaya Acquisition

On September 30, 2024, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (“Atalaya”) and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition,” and collectively with the Dyal Acquisition, Oak Street Acquisition, Wellfleet Acquisition, Par Four Acquisition, CHI Acquisition, Prima Acquisition and KAM Acquisition, the “Acquisitions”).

Registrant’s Capital Structure

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of December 31, 2024:

The following table presents the number of shares of the Registrant and RSUs that were outstanding as of December 31, 2025:

December 31, 2025

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As of December 31, 2025, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represented a combined 80 % of the total voting power of all shares.

No Class B Shares have been issued to-date since inception.

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

Class C stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units).

For every Common Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant.

For every Common Unit outstanding other than Common Units associated with Class D Shares as described below, one Class C Share is issued to grant a corresponding voting interest in the Registrant.

The Class C Shares are Low-Vote Shares as described above.

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Class D stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units).

For every Common Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant.

For every Common Unit received by the Company’s Principals at the time of the Business Combination, one Class D Share was issued to grant a corresponding voting interest in the Registrant.

No additional Class D Shares have been or are expected to be issued following the Business Combination.

The Class D Shares are High-Vote Shares as described above.

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RSUs granted to date do not accrue dividend equivalents.

No RSUs were issued prior to the Business Combination.

RSU grants are accounted for as equity-based compensation.

See Note 10 for additional information.

Warrants —The Company had warrants outstanding that were issued in connection with the Business Combination (“Private Placement Warrants”).

All outstanding Private Placement Warrants were exercised in November 2024, which resulted in the issuance of 2.6 million Class A Shares.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Blue Owl Operating Partnerships’ Capital Structure

Blue Owl Operating Group’s Capital Structure

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of December 31, 2025, which interests are collectively referred to as “Blue Owl Operating Group Units”:

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Incentive Units 29,507,562

GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships.

The GP Units are general partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in Blue Owl Holdings (as well as Blue Owl Carry prior to the Internal Reorganization).

The GP Units represent the Registrant’s economic ownership in the Blue Owl Operating Group.

For each Class A Share and Class B Share outstanding, the Registrant indirectly holds an equal number of GP Units.

References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships.

References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of the Acquisitions and Common Units exchanged for Class A Shares.

Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships.

Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if held by a non-Principal) or Class B Shares (if held by a Principal).

References to GP Units also include Common Units (as defined below) previously acquired and held directly or indirectly by the Registrant in connection with certain Acquisitions, as well as Common Units exchanged for Class A Shares.

Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in Blue Owl Holdings (as well as Blue Owl Carry prior to the Internal Reorganization).

Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if exchanging Class C Shares or exchanging Class D Shares that will not continue to be held by a holder exchanging such shares) or Class B Shares (if exchanging Class D Shares that will continue to be held by a holder exchanging such shares).

Common Unit exchanges may be settled in cash at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering.

References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant.

Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled.

Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units.

Incentive Units —Incentive Units are Class P limited partner interests in the Blue Owl Operating Partnerships granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions, as further discussed in Note 10 to the Financial Statements.

Common Unit holders are entitled to distributions in the same amount per unit as declared on GP Units.

Incentive Units —Incentive Units are Class P limited partner interests in Blue Owl Holdings (as well as Blue Owl Carry prior to the Internal Reorganization) granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions.

Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees.

A vested Incentive Unit may convert into a Common Unit upon becoming economically equivalent on a tax basis to a Common Unit.

Once vested, Incentive Unitholders are entitled to distributions in the same amount per unit as declared on GP Units and Common Units.

Unvested Incentive Unitholders generally are not entitled to distributions;

Once vested, holders of Incentive Units (“Incentive Unitholders”) are entitled to distributions in the same amount per unit as declared on GP Units and Common Units.

Substantially all unvested Incentive Unitholders generally are not entitled to distributions;

however, consistent with other Blue Owl Operating Group Units, unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities.

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Share Repurchases and RSUs Withheld for Tax Withholding

On May 4, 2022, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares.

Under the repurchase program (the “Program”), repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

The Program expired upon its terms on December 31, 2024.

There were no repurchases made under the Program during the years ended December 31, 2024 and 2023.

On February 20, 2025, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares (the “2025 Program”).

In February 2025, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares (the “2025 Program”).

Under the 2025 Program, repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

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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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Pursuant to the terms of the Company’s RSU awards, upon the vesting of RSUs to employees, the Company net settles awards to satisfy employee tax withholding obligations.

In such instances, the Company cancels a number of RSUs equivalent in value to the amount of tax withholding payments that the Company is making on behalf of employees out of available cash.

The following table presents RSUs withheld to satisfy tax withholding obligations during each of the indicated periods:

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

Year Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Fair value of shares purchased pursuant to the 2025 Program $ 53,694 $ — $ —

Number of shares purchased pursuant to the 2025 Program 3,699,164 — —

Fair value of RSUs withheld to satisfy tax withholding obligations $ 79,575 $ 38,848 $ 15,450

Number of RSUs withheld to satisfy tax withholding obligations 3,586,554 2,150,962 1,222,135

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

Acquisitions-Related Earnouts

In connection with the Wellfleet Acquisition, Prima Acquisition, KAM Acquisition and Atalaya Acquisition, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events.

See Note 3 for additional information.

In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units and corresponding Class C Shares (collectively, the “Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events were based on achieving a certain level of quarterly management fee revenues from the Company’s Real Assets products.

In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout.

In connection with certain Acquisitions, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events.

See Note 3 and Note 10 for additional information regarding earnout arrangements for certain acquisitions.

Common Unit Exchanges

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These consolidated financial statements (“Financial Statements”) are prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

All intercompany transactions and balances have been eliminated in consolidation.

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In the opinion of management, all adjustments necessary for a fair presentation of the Company’s Financial Statements have been included and are of a normal and recurring nature.

The Company’s comprehensive income (loss) is comprised solely of consolidated net income (loss) (i.e., the Company has no other comprehensive income).

During the third quarter of 2024, the Company revised certain Credit platform investment strategies presented in Note 9.

Prior period amounts have been reclassified to conform to the current period presentation.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Use of Estimates

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The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period;

(ii) the fair value of the preferred equity investment and equity-based compensation grants;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration) and earnout liabilities;

(iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets;

(v) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation;

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

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

(ii) the fair value of the preferred equity investment;

(iii) the fair value of equity-based compensation grants;

(iv) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration) and earnout liabilities;

(v) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets;

(vi) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation;

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

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

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

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An entity is considered to be a variable interest entity (“VIE”) if any of the following conditions exist:

(a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.

(a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

The Company is required to consolidate any VIEs for which it is the primary beneficiary.

The Company is the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

The Company does not consolidate any of the products it manages, as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses or right to receive benefits that are more than insignificant to such entities.

The Company does not consolidate any of the products it manages, as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb the losses or right to receive benefits that are more than insignificant to such entities.

Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered to be variable interests.

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(1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

For entities that are not VIEs, the Company evaluates such entities (“VOEs”) under the voting interest model.

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The Acquisitions were accounted for using the acquisition method of accounting.

For business combinations accounted for under the acquisition method, management recognizes the fair value of assets acquired and liabilities assumed on the acquisition date.

For business combinations accounted for under the acquisition method, the Company recognizes the fair value of assets acquired and liabilities assumed on the acquisition date.

The excess of purchase price consideration over the fair value of net assets acquired is recorded as goodwill.

Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involve a significant degree of judgment.

Management’s determination of the fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involves a significant degree of judgment.

If the Company is still obtaining information necessary to identify and measure the fair value of assets acquired, liabilities assumed, or any noncontrolling interest in the acquiree, then the Company may record provisional amounts for these items at the acquisition date.

During the measurement period, which cannot exceed one year from the acquisition date, the Company may adjust the provisional amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date.

Cash and Cash Equivalents

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The Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

Certain equity investments in the Company’s products are accounted for using the equity-method of accounting, whereby the Company recognizes its share of income in current-period earnings.

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Right-of-use assets and liabilities related to operating leases are included within operating lease assets and operating lease liabilities, respectively, in the Company’s consolidated statements of financial condition.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments.

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On September 20, 2021, the Company entered into certain Agreements of Purchase and Sale (the “Strategic Revenue-Share Purchase”), whereby certain fund investors relinquished their rights to receive management fee shares with respect to certain existing and future GP Strategic Capital products.

In exchange for the foregoing, the Company issued 29,701,013 Class A Shares with a fair value of $ 455.0 million and paid cash of $ 50.2 million (net of previously accrued management fee shares payable and other receivable) to such fund investors.

The Company determined that it was not receiving a distinct good or service from the customers as a result of the Strategic Revenue-Share Purchase, and therefore determined that the consideration paid to the customers represents a reduction of the transaction price (i.e., a reduction to revenue).

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

The Company determined that it was not receiving a distinct good or service from the customers as a result of the Strategic Revenue-Share Purchase, and therefore determined that the consideration paid to the customers, substantially all of which was in the form of Class A Shares, represents a reduction of the transaction price (i.e., a reduction to revenue).

Accordingly, the total consideration paid was recorded within Strategic Revenue-Share Purchase consideration in the Company’s consolidated statements of financial condition and is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations.

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Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

The Company tests finite-lived intangible assets for impairment by performing a qualitative review of factors including growth projections for fee-paying assets under management, revenue, and general economic conditions, that require judgement in deciding whether there is an indication that the carrying amount of intangible assets may not be recoverable.

The Company tests finite-lived intangible assets for impairment by performing a qualitative review of factors, including projections for fee-paying assets under management, revenue, and general economic conditions, that require judgment in deciding whether there is an indication that the carrying amount of intangible assets may not be recoverable.

If an indication exists, a quantitative analysis would be undertaken.

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No impairments have been recognized to date on the Company’s acquired intangible assets.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Goodwill represents the excess of consideration over identifiable net assets of an acquired business.

The Company tests goodwill annually for impairment.

If, after assessing qualitative factors such as management fees, FPAUM and other general economic conditions, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists.

If, after assessing qualitative factors such as projections for fee-paying assets under management, revenue and other general economic conditions, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists.

If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings.

The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount.

No impairments have been recognized to date on the Company’s goodwill.

The only movement in the Company’s goodwill balance was related to additions related to the Acquisitions.

See Note 3 for additional information.

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The Company tests fixed assets for impairment if events or circumstances change indicating that the carrying amount of a fixed asset may not be recoverable.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

Debt Obligations, Net

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TRA Liability

The TRA liability represents amounts payable to certain pre-Business Combination equity holders of Owl Rock and Dyal Capital.

The TRA liability represents amounts payable to certain pre-Business Combination equity holders of the combined businesses of Blue Owl Capital Group LLC (formerly, Owl Rock Capital Group LLC) and Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC) (collectively, “Owl Rock”) and Dyal Capital.

The portion of the TRA liability related to the Dyal Acquisition is deemed contingent consideration payable to the previous owners of Dyal Capital, and therefore is carried at fair value, with changes in fair value reported within other loss in the consolidated statements of operations.

The remaining portion of the TRA is carried at a value equal to the expected future payments due under the TRA.

The remaining portion of the TRA liability is carried at a value equal to the expected future payments due under the TRA.

The Company recorded its initial estimate of future payments under the TRA portion that is not related to the Dyal Acquisition, including as a result of exchanges of Common Units for Class A or B Shares, as a decrease to additional paid-in capital in the consolidated statements of financial condition.

Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated statements of operations.

Subsequent adjustments to the liability for future payments under the TRA related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated statements of operations.

See Note 11 for additional information.

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The Company’s warrants were recorded as liabilities carried at fair value, with changes in fair value included within other loss in the Company’s consolidated statements of operations.

The Private Placement Warrants, which were exercised in November 2024, contained exercise and settlement features that may change with a change in the holder, which precluded the Private Placement Warrants from being considered indexed to the Company’s own stock;

The Company had warrants outstanding that were issued in connection with the Business Combination (“Private Placement Warrants”).

The Private Placement Warrants, which were exercised in November 2024 and resulted in the issuance of 2.6 million Class A Shares, contained exercise and settlement features that may have changed with a change in the holder, which precluded the Private Placement Warrants from being considered indexed to the Company’s own stock;

therefore, the Private Placement Warrants were precluded from being classified within equity and were accounted for as derivative liabilities.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Prior to the redemption of the Public Warrants in August 2022, the Public Warrants included a provision that, in the event of a tender offer or exchange offer made to and accepted by holders of more than 50 % of the outstanding Class A Shares, all holders of the warrants would be entitled to receive cash for their warrants.

Such an event would not constitute a change in control because the Class A Shares do not represent a majority of the Registrant’s voting shares.

Accordingly, the Public Warrants were also precluded from being classified within equity and were accounted for as derivative liabilities.

This provision also applied to the Private Placement Warrants.

Earnout Liability, at Fair Value

As of December 31, 2024, the earnout liability was comprised of the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts (each as defined in Note 3) (collectively, the “Earnouts”).

As of December 31, 2023, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts.

The Earnouts represent contingent consideration on certain acquisitions, and are recorded at fair value, with changes in fair value included within change in earnout liability in the Company’s consolidated statements of operations.

As of December 31, 2025, the earnout liability was comprised of the Prima Earnouts, KAM Earnouts and Atalaya Earnouts (each as defined in Note 3) (collectively, the “Earnouts”).

As of December 31, 2024, the earnout liability was comprised of the Wellfleet Earnout Shares (as defined in Note 10), Prima Earnouts, KAM Earnouts and Atalaya Earnouts.

The Earnouts represent contingent consideration on each respective acquisition, and are recorded at fair value, with changes in fair value included within change in earnout liability in the Company’s consolidated statements of operations.

Earnout liabilities are derecognized when the relevant contingencies are resolved and the consideration is paid or if the contingencies are not resolved (e.g., not meeting relevant targets) and the obligations expire and upon expiration, the consideration would not be paid or payable.

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Such interests are also presented as noncontrolling interests.

Allocations to noncontrolling interests in the consolidated statements of operations are based on the substantive profit-sharing arrangements in the operating agreements of the Blue Owl Operating Partnerships.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

Allocations to noncontrolling interests in the consolidated statements of operations are based on the substantive profit-sharing arrangements in the Blue Owl Limited Partnership Agreements.

The Company does not record income or loss allocations to noncontrolling interests to the extent that such allocations would be provisional in nature, such as for unvested Incentive Units (other than certain minimum tax distributions).

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and performance revenues.

The Company recognizes revenues when such amounts are probable that a significant reversal would not occur.

The Company recognizes revenues when it is probable that a significant reversal of such amounts would not occur.

The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (i.e., the transaction price).

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Revenues cannot be recognized until the performance obligations are satisfied and control is transferred to the customer.

In the event that payments made to the Company’s customers or customers-of-customers, such as certain revenue sharing arrangements, are generally viewed as a reduction of the transaction price and therefore reduce management fees from such customers.

Payments made to the Company’s customers or customers-of-customers, such as certain revenue sharing arrangements and incentives paid to customers, are generally viewed as a reduction of the transaction price and therefore reduce management fees from such customers.

See Note 9 for additional information.

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Payment terms and fee rates of management fees vary by product but are generally collected on a quarterly basis and are not subject to clawback.

Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash or net asset value.

For certain BDCs, the management fee base may also include uncalled capital commitments.

Management fees for the Company’s business development company (“BDC”) and interval fund products (“Regulated Products”) are typically based on a percentage of average fair value of gross assets (in some cases, excluding cash) or net asset value.

Management fees for the Company’s CLOs are generally based on the outstanding par value of the underlying collateral and recognized over time as the services are rendered.

For the Company’s other Credit products, management fees are typically based on gross or net asset value or investment cost, and also may include uncalled capital.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Management fees also include a fee based on the net investment income of the Company’s BDCs and similarly structured products (“Part I Fees”), which are subject to performance hurdles.

Management fees also include a fee based on the net investment income of the Company’s Regulated Products and similarly structured products (“Part I Fees”), which are subject to performance hurdles.

Such Part I Fees are classified as management fees in the consolidated statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter.

Management fees for the Company’s CLOs are generally based on the outstanding par value of the underlying collateral and recognized over time as the services are rendered.

Management fees for the Company’s Real Assets products are generally based on either a percentage of capital committed and/or called during the investment period, and thereafter generally based on the cost of unrealized investments, or net asset value.

Management fees for the Company’s GP minority stakes strategy are generally based on a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments.

For the other GP Strategic Capital strategies, management fees are generally determined based on a percentage of investment cost.

Management fees for the Company’s net lease strategy are generally based on either a percentage of capital committed and/or called during the investment period, and thereafter generally based on the cost of unrealized investments, or net asset value.

Management fees, including Part I Fees, are generally cash settled every quarter and not subject to repayment, and therefore uncertainty underlying these fees are resolved each quarter.

3 unchanged sentences

Administrative, transaction and other fees primarily include fee income, administrative fees and dealer manager revenue.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

Fee income is earned for services provided to portfolio companies, which may include arrangement, syndication, origination, structuring analysis, capital structure and business plan advice and other services.

The fees are generally recognized as income at the point in time when the services rendered are completed, as there is no ongoing performance requirement.

Administrative fees represent expenses incurred by certain professionals of the Company and reimbursed by products managed by the Company.

The Company may incur certain costs in connection with satisfying its performance obligations under administrative agreements – including, but not limited to, employee compensation and travel costs – for which it receives reimbursements from the products it manages.

The Company reports these expenses within compensation and benefits and general, administrative and other expenses and reports the related reimbursements as revenues within administrative, transaction and other fees (i.e., on a gross basis) in the consolidated statements of operations.

The Company incurs certain costs in connection with satisfying its performance obligations under administrative agreements – including, but not limited to, employee compensation and travel costs – for which it receives reimbursements from the products it manages.

The Company reports these costs within compensation and benefits and general, administrative and other expenses and reports the related reimbursements as revenues within administrative, transaction and other fees (i.e., on a gross basis) in the consolidated statements of operations.

Dealer manager revenue consists of commissions earned for providing distribution services to certain products.

7 unchanged sentences

Once realized, such performance revenues are no longer subject to reversal.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

For certain non-BDC Credit and Real Assets products, and substantially all of the GP Strategic Capital products, performance revenues are in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

For certain non-Regulated Product Credit and Real Assets products, and substantially all GP Strategic Capital products, performance revenues are in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

The Company recognizes carried interest only to the extent that it is not probable that a significant reversal will occur for amounts recognized.

1 unchanged sentence

however, the Company is able to catch-up amounts subject to the preferred return in certain cases.

Substantially all of the carried interest generated by the Company’s products is allocable to investors, including certain related parties, in vehicles in which the Company does not have a controlling financial interest, and therefore is not included in the Company’s Financial Statements.

Substantially all of the carried interest generated by the Company’s products is allocable to investors, including certain related parties, through vehicles in which the Company does not have investment or decision-making rights;

therefore, the Company does not have a controlling financial interest in or consolidate these vehicles.

Compensation and Benefits

5 unchanged sentences

Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period.

For grants to non-employee service providers, the Company recognizes the total estimated expense over the expected substantive service period, in a manner consistent with the recognition of such expenses if the payments were made in cash.

When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each balance sheet date through the settlement date to the then current fair value of such award.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

The Company accounts for forfeitures on equity-based compensation arrangements as they occur.

18 unchanged sentences

The Company offsets deferred income tax assets and liabilities for presentation in its consolidated statements of financial condition when such assets and liabilities are within the same taxpayer and related to the same taxing jurisdiction.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryback or carryforward periods under the enacted tax law in the applicable tax jurisdiction.

1 unchanged sentence

Significant judgment is required in determining whether a valuation allowance should be established, as well as the amount of such valuation allowance.

The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination.

The Company recognizes uncertain income tax positions when it is not more-likely-than-not that a tax position will be sustained upon examination.

The Company accrues any interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated statements of operations.

See Note 11 for additional information.

Comprehensive Income

Comprehensive income represents the change in equity during a period from recognized transactions other than from transactions with owners.

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

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

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

The changes in the fair value of the designated forward contracts are initially reported in other comprehensive income (“OCI”) and subsequently reclassified to earnings when the hedged transaction affects earnings.

The reclassified amounts from OCI are presented in the same income statement line item as the earnings effect of the hedged items.

Cash flows associated with these cash flow hedges, which do not include an other-than-insignificant financing element at inception, and only have a financing element inherently included in an at-the-

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

market derivative instrument with no prepayments, are classified in the same category as the cash flows from the items being hedged.

These cash flow hedges are not material to the Financial Statements.

Segment Reporting

24 unchanged sentences

Method of Adoption Impact on Financial Statements

ASU 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures The guidance requires incremental disclosures related to a public entity’s reportable segment disclosure requirements.

The amendments are as follows:

• Introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”).

• Extend certain annual disclosures to interim periods.

• Clarify single reportable segment entities must apply ASC 280 in its entirety.

• Require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

• Permit more than one measure of segment profit or loss to be reported under certain conditions.

The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements.

The Company adopted the ASU beginning with the 2024 Form 10-K.

As a result of adopting this standard, the Company included incremental segment disclosures.

ASU 2023-09—Income Taxes (Topic 740):

8 unchanged sentences

Retrospective application is permitted.

The Company plans to adopt the ASU beginning with the 2025 Form 10-K.

The guidance will result in enhanced disclosures that will improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction.

ASU 2024-03—Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40);

The Company adopted the ASU retrospectively beginning with the 2025 Form 10-K.

As a result of adopting this standard, the Company included enhanced income tax disclosures that present consistent categories and greater disaggregation of information in the rate reconciliation, income before income taxes disaggregated by jurisdiction, and income taxes paid disaggregated by jurisdiction.

ASU 2024-03 & ASU 2025-01 —Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses The ASU requires additional disclosures of the nature of expenses included in the income statement.

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

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

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

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

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

Early adoption and retrospective application are permitted.

The Company plans to adopt the ASU beginning with the Form 10-K for the fiscal year ending December 31, 2027.

The guidance is expected to have minimal impact on the Company’s Consolidated Financial Statements presentation and disclosure because the relevant expenses are disaggregated in the Consolidated Statements of Operations.

2 unchanged sentences

December 31, 2025

ACQUISITIONS AND INTANGIBLE ASSETS, NET

Wellfleet Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the Wellfleet Acquisition:

ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS, NET

IPI Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the IPI Acquisition:

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (2)

Earnout consideration (2)

Earnout liability 140,083

Total Consideration $ 1,305,691

1 unchanged sentence

Assets acquired:

Cash and cash equivalents $ 1,107

Due from related parties 40,550

Intangible assets:

1 unchanged sentence

Investor relationships 105,000

Trademarks 1,100

Total intangible assets 345,000

Due from related parties 5,272

Other assets, net 1,448

Total assets acquired 388,105

Liabilities assumed:

Accrued compensation 227

Operating lease liabilities 982

Accounts payable, accrued expenses and other liabilities 5,040

Total liabilities assumed 6,249

Net Identifiable Assets Acquired $ 381,856

(1) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

(2) Represents the fair value of the portion of the Wellfleet Earnouts determined to be contingent consideration, as further discussed below.

See Note 4 for additional information on the valuation of the portion of the contingent consideration that is liability classified.

(1) Represents Common Units issued to sellers.

(2) Includes $ 39.9 million of cash consideration paid in the second quarter of 2025.

(3) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 111.5 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 4.7 years, 8.5 years and 7.0 years, respectively.

Wellfleet’s results are included in the Company’s consolidated results starting from the date the acquisition closed, April 1, 2022.

Approximately $ 199.4 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements and investor relationships had weighted-average amortization periods of 5.5 years and 11.3 years, respectively, from the date of acquisition.

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

For the year ended December 31, 2025, the Company’s consolidated results included $ 164.6 million of GAAP revenues related to the acquired business.

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

The Company incurred $ 3.7 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Wellfleet Earnouts

In connection with the Wellfleet Acquisition, the Company agreed to make additional payments of cash (“Wellfleet Earnout Cash”) and Class A Shares (“Wellfleet Earnout Shares” and collectively with the Wellfleet Earnout Cash, the “Wellfleet Earnouts”) to the sellers in three tranches at each anniversary following the closing of the transaction for three years beginning on April 1, 2023, contingent upon the continued employment of certain employees associated with the Wellfleet Acquisition (“Wellfleet Triggering Events”).

In April 2023, the Company modified the Wellfleet Earnout Shares arrangement, such that the settlement of the Wellfleet Earnout Shares would be in cash at each payment date, including the settlement of the First Wellfleet Earnouts comprised of $ 5.0 million in cash and 313,556 shares settled in cash during the second quarter of 2023.

In April 2024, the Wellfleet Triggering Event occurred with respect to the Second Wellfleet Earnout comprised of $ 5.0 million in cash and 313,556 shares settled in cash.

The Third Wellfleet Earnout comprised of $ 5.0 million in cash and 313,556 shares to be settled in cash remains unpaid.

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

The Company incurred $ 17.4 million and $ 8.6 million of acquisition-related costs for the years ended December 31, 2025 and 2024, respectively, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

The Wellfleet Earnouts payable to non-employee sellers have been classified as contingent consideration on the Wellfleet Acquisition in;

whereas, the Wellfleet Earnouts payable to individuals that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period.

See Note 10 for additional information on the compensation-classified Wellfleet Earnout Shares.

Par Four Acquisition

The following table presents the consideration, net identifiable assets acquired and goodwill related to the Par Four Acquisition:

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

A portion of this liability pertained to the pro-rated catch-up management fees earned with each subsequent close.

These catch-up fees were collected by the Company and then paid to the sellers during the second quarter of 2025, after the final close of ODI III.

The remaining earnout liability represented the fair value of additional Common Units the Company issued to the sellers (the “IPI Subsequent Payment”), the value of which was also contingent on the additional commitments to ODI III.

The earnout liability related to the IPI Acquisition, including the IPI Subsequent Payment, was settled during the second quarter of 2025.

Atalaya Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the Atalaya Acquisition:

(dollars in thousands)

Consideration

Equity consideration (1)(2)

Cash consideration (1)(3)

Earnout liability (4)

Total Consideration $ 505,774

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Intangible assets - Investment management agreements $ 6,000

Due from related parties $ 4,510

Net Identifiable Assets Acquired $ 6,468

(1) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

The goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements had a weighted-average amortization period of 4.9 years from the date of acquisition.

Par Four’s results included in the Company’s consolidated results starting from the date the acquisition closed, August 15, 2023, and such amounts are not material to the Financial Statements.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

CHI Acquisition

The following table presents the consideration, net identifiable assets acquired and bargain purchase gain related to the CHI Acquisition:

(dollars in thousands)

Consideration

Cash Consideration $ 20

Net Identifiable Assets Acquired

Assets acquired:

Investments $ 20

Intangible assets:

1 unchanged sentence

Investor relationships 10,000

Total intangible assets 375,000

Other assets, net 472

1 unchanged sentence

Liabilities assumed:

Accrued expenses 300

Deferred revenue 1,491

Deferred tax liabilities 4,831

Accounts payable, accrued expenses and other liabilities 2,317

Total liabilities assumed 7,148

Net Identifiable Assets Acquired $ 372,834

Bargain Purchase Gain $ ( 6,000 )

The acquired investment management agreements and investor relationships had weighted amortization periods from the date of acquisition of 3.2 years and 0.7 years, respectively.

The bargain purchase gain, which resulted primarily from the fair value of the identifiable intangible assets that we acquired exceeding the purchase consideration, is included within net gains (losses) on investments on the Company’s consolidated statements of operations.

CHI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, December 1, 2023, and such amounts are not material to the Financial Statements.

(1) A product managed by the Company received 20 % of the consideration paid as a result of a passive, minority stake it held in the business acquired.

(2) Represents Common Units issued to sellers at fair value, which was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one-to-one basis for Class A Shares.

(3) Includes $ 3.5 million of cash consideration paid in January 2025.

(4) Represents the fair value of contingent consideration payable to a product managed by the Company related to the Atalaya Earnouts.

(5) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 100.7 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements and investor relationships had a weighted-average amortization period of 13.9 years and 7.2 years, respectively, from the date of acquisition.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

Prima Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the Prima Acquisition:

Atalaya’s results are included in the Company’s consolidated results starting from the date the acquisition closed, September 30, 2024.

For the year ended December 31, 2024, the Company’s consolidated results included $ 19.8 million of GAAP revenues related to the acquired business.

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

The Company incurred $ 16.1 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations for the year ended December 31, 2024.

Atalaya Earnouts

As part of the Atalaya Acquisition, sellers can receive up to $ 350.0 million in additional payments (the “Atalaya Earnouts”) if the acquired business meets certain revenue milestones in 2026 and 2028 (each milestone achievement being an “Atalaya Triggering Event”).

These payments are split into two parts:

up to $ 175.0 million in 2027 based on 2026 revenues, and up to $ 175.0 million in 2029 based on 2028 revenues.

If the 2027 payment is less than $ 175.0 million, there is a catch-up mechanism.

If total payments exceed $ 175.0 million, at least $ 50.0 million (or any remaining unpaid amount) will be reallocated to non-seller employees as RSUs.

As of December 31, 2025, the Company expects total payments to exceed this threshold, and therefore it estimates that earnout payments to sellers will be reduced by $ 50.0 million due to the reallocation.

The Atalaya Earnouts will be paid in Common Units with a corresponding number of Class C Shares.

Approximately 20 % of these payments will go to a product managed by the Company and are considered contingent consideration.

The remaining 80 % will be payable to sellers subject to ongoing employment arrangements with the Company, and as such, these amounts have been classified as equity-based compensation.

The $ 50.0 million that may be reallocated to non-seller employees as RSUs will also be classified as equity-based compensation.

See Note 10 for more details on these compensation-classified equity-based payments.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

KAM Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the KAM Acquisition:

(dollars in thousands)

7 unchanged sentences

Cash and cash equivalents $ 10,741

Due from related parties 2,005

Operating lease assets 456

Deferred tax assets 1,749

3 unchanged sentences

Liabilities assumed:

Operating lease liabilities 456

Accrued compensation 6,180

Deferred tax liabilities 3,364

2 unchanged sentences

Net Identifiable Assets Acquired $ 574,132

(1) Represents Class A Shares, Common Units and corresponding Class C Shares issued to Prima selling stockholders.

The value of the Common Units was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one -to-one basis for Class A Shares.

(1) Represents Class A Shares issued to KAM selling stockholders.

(2) Includes cash consideration paid for seller-related transaction expenses and indebtedness.

(3) Represents the fair value of contingent consideration payable to sellers related to the Prima Earnouts.

(3) Represents the fair value of contingent consideration payable to sellers related to the KAM Earnouts.

(4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

1 unchanged sentence

The acquired investment management agreements had a weighted-average amortization period of 15.6 years from the date of acquisition.

Prima’s results are included in the Company’s consolidated results starting from the date the acquisition closed, June 6, 2024.

For the year ended December 31, 2024, the Company’s consolidated results $ 11.2 million of GAAP revenues related to the acquired business.

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

KAM’s results are included in the Company’s consolidated results starting from the date the acquisition closed, July 1, 2024.

For the year ended December 31, 2024, the Company’s consolidated results included $ 37.8 million of GAAP revenues related to the acquired business.

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

The Company incurred $ 37.6 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

In connection with the KAM Acquisition, the sellers are entitled to receive additional consideration of up to $ 250.0 million (the “KAM Earnouts”), based on the acquired business achieving specified revenue growth milestones in each of calendar years 2025, 2026 and 2027 (each, a “KAM Earnout Period”).

The KAM Earnouts will be paid in cash following the conclusion of each respective KAM Earnout Period.

The Company expects to make its first payment of approximately $ 59.3 million in 2026 related to the 2025 KAM Earnout Period.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

Prima Earnouts

In connection with the Prima Acquisition, the sellers are entitled to receive additional consideration of up to $ 35.0 million (determined using a share price that was fixed at signing) (the “Prima Earnouts”), based on the performance of the acquired business during the earnout period, which period extends from the closing date to the fourth anniversary of the closing (the “Prima Earnout Period”).

Earnout payments are contingent on the acquired business achieving specified revenue milestones during any rolling 12-month period (“LTM Earnout Period”) within the Prima Earnout Period (the achievement of any such milestone, a “Prima Triggering Event”);

provided that the first LTM Earnout Period will not occur until after June 6, 2025.

The Prima Earnouts will be settled in Class A Shares and Common Units with corresponding Class C Shares.

KAM Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the KAM Acquisition:

Prima Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the Prima Acquisition:

(dollars in thousands)

7 unchanged sentences

Cash and cash equivalents $ 158

Due from related parties 2,005

Operating lease assets 456

Deferred tax assets 4,243

3 unchanged sentences

Liabilities assumed:

Accrued compensation 6,180

Operating lease liabilities 456

Deferred tax liabilities 1,730

2 unchanged sentences

Net Identifiable Assets Acquired $ 109,035

(1) Represents Class A Shares issued to KAM selling stockholders.

(1) Represents Class A Shares, Common Units and corresponding Class C Shares issued to Prima selling stockholders.

The value of the Common Units was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one -to-one basis for Class A Shares.

(2) Includes cash consideration paid for seller-related transaction expenses and indebtedness.

(3) Represents the fair value of contingent consideration payable to sellers related to the KAM Earnouts.

(3) Represents the fair value of contingent consideration payable to sellers related to the Prima Earnouts.

(4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

1 unchanged sentence

The acquired investment management agreements had a weighted-average amortization period of 11.4 years from the date of acquisition.

Prima’s results are included in the Company’s consolidated results starting from the date the acquisition closed, June 6, 2024.

For the year ended December 31, 2024, the Company’s consolidated results included $ 11.2 million of GAAP revenues related to the acquired business.

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

The Company incurred $ 9.4 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

KAM’s results are included in the Company’s consolidated results starting from the date the acquisition closed, July 1, 2024.

For the year ended December 31, 2024, the Company’s consolidated results included $ 37.8 million of GAAP revenues related to the acquired business.

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

The Company incurred $ 37.6 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

The KAM Earnouts will be paid in cash following the conclusion of each respective KAM Earnout Period.

Atalaya Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the Atalaya Acquisition:

Prima Earnouts

Earnout payments are contingent on the acquired business achieving specified revenue milestones during any rolling 12-month period within the Prima Earnout Period (the achievement of any such milestone, a “Prima Triggering Event”).

The Prima Earnouts will be settled in Class A Shares and Common Units with corresponding Class C Shares.

CHI Acquisition

The following table presents the consideration, net identifiable assets acquired and bargain purchase gain related to the CHI Acquisition:

(dollars in thousands)

Consideration

Equity consideration (1)(2)

Cash Consideration $ 20

Earnout liability (4)

Total Consideration $ 505,774

Net Identifiable Assets Acquired and Goodwill

Net Identifiable Assets Acquired

Assets acquired:

Due from related parties $ 4,510

Investments $ 20

Intangible assets:

1 unchanged sentence

Investor relationships 800

Total intangible assets 375,000

Other assets, net 1,791

1 unchanged sentence

Liabilities assumed:

Deferred tax liabilities 4,831

Accounts payable, accrued expenses and other liabilities 2,317

Accrued expenses 300

Deferred revenue 1,491

Total liabilities assumed 1,791

Net Identifiable Assets Acquired $ 6,020

(1) A product managed by the Company received 20 % of the consideration paid as a result of a passive, minority stake it held in the business acquired.

(2) Represents Common Units issued to sellers at fair value, which was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one-to-one basis for Class A Shares.

(3) Includes $ 3.5 million of cash consideration paid in January 2025.

(4) Represents the fair value of contingent consideration payable to a product managed by the Company related to the Atalaya Earnouts.

Bargain Purchase Gain $ ( 6,000 )

The acquired investment management agreements and investor relationships had weighted amortization periods from the date of acquisition of 3.2 years and 0.7 years, respectively.

CHI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, December 1, 2023, and such amounts are not material to the Financial Statements.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

Par Four Acquisition

The following table presents the consideration, net identifiable assets acquired and goodwill related to the Par Four Acquisition:

(dollars in thousands)

Consideration

Cash Consideration $ 26,245

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Intangible assets - Investment management agreements $ 6,000

Due from related parties 468

Net Identifiable Assets Acquired $ 6,468

(1) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 100.7 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements had a weighted-average amortization period of 4.9 years from the date of acquisition.

Par Four’s results are included in the Company’s consolidated results starting from the date the acquisition closed, August 15, 2023, and such amounts are not material to the Financial Statements.

The following table summarizes changes in the Company’s goodwill:

(dollars in thousands) December 31,

2025 December 31,

Beginning balance $ 4,699,465 $ 4,224,153

Goodwill acquired 923,835 475,312

Atalaya Acquisition measurement period adjustment 1,169 —

Ending Balance $ 5,624,469 $ 4,699,465

No impairments have been recognized to date on the Company’s goodwill.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

The acquired investment management agreements and investor relationships had a weighted-average amortization period of 13.9 years and 7.2 years, respectively, from the date of acquisition.

Atalaya’s results are included in the Company’s consolidated results starting from the date the acquisition closed, September 30, 2024.

For the year ended December 31, 2024, the Company’s consolidated results included $ 19.8 million of GAAP revenues related to the acquired business.

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

The Company incurred $ 16.1 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Atalaya Earnouts

These payments are split into two parts:

up to $ 175.0 million in 2027 based on 2026 revenues, and up to $ 175.0 million in 2029 based on 2028 revenues.

If the 2027 payment is less than $ 175.0 million, there is a catch-up mechanism.

If total payments exceed $ 175.0 million, at least $ 50.0 million (or any remaining unpaid amount) will be reallocated to non-seller employees as RSUs.

The Company expects this to happen, so it estimates that earnout payments to sellers will be reduced by $ 50.0 million due to the reallocation.

The Atalaya Earnouts will be paid in Common Units with a corresponding number of Class C Shares.

Approximately 20 % of these payments will go to a product managed by the Company and are considered contingent consideration.

The remaining 80 % will be payable to sellers subject to ongoing employment arrangements with the Company, and as such, these amounts have been classified as equity-based compensation.

The $ 50.0 million that may be reallocated to non-seller employees as RSUs will also classified as equity-based compensation.

See Note 10 for more details on these compensation-classified equity-based payments.

Intangible Assets, Net

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Total Intangible Assets, Net $ 2,888,800 $ 2,902,752

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

The following table presents expected future amortization of finite-lived intangible assets as of December 31, 2025:

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Unaudited pro forma net income attributable to Class A stockholders was $ 78.8 million and $ 125.0 million for the years ended December 31, 2025 and 2024, respectively.

This pro forma financial information was computed by combining the historical financial information of the Company and Prima, KAM, and Atalaya as though these acquisitions were consummated as of the beginning of the year prior to the year of acquisition.

Unaudited pro forma revenues also include revenues related to the IPI Acquisition, as such acquisition closed subsequent to the balance sheet date and prior to the issuance of these consolidated financial statements.

Information on the total consideration (inclusive of earnout liability), net identifiable assets acquired and goodwill for the IPI Acquisition has not been presented, as the initial accounting for such acquisition is incomplete as of the date these financial statements are being issued.

Accordingly, unaudited pro forma net income attributable to Class A stockholders does not include amounts related to IPI.

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

These pro forma amounts assume a consistent ownership structure, annual effective tax rates and amortization of the fair value of acquired assets as of each respective acquisition date.

The pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

INVESTMENTS AND FAIR VALUE DISCLOSURES

3 unchanged sentences

Preferred equity investment, at fair value $ 290,594 $ 267,169

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

96,956 76,258

Equity investments in the Company’s products, equity method 67,391 63,465

Loans and deferred purchase price receivable, at amortized cost (includes $ 48,094 and $ 207,500 of investments in the Company’s products, respectively)

Loans and deferred purchase price receivable, at amortized cost (includes $ 27,797 and $ 48,094 in the Company’s products, respectively)

58,845 54,186

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

61,906 96,956

Investments in the Company’s CLOs, at fair value 5,653 5,169

Total $ 484,389 $ 486,945

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

Fair Value Measurements Categorized within the Fair Value Hierarchy

1 unchanged sentence

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

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

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

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

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Investments, at Fair Value

Preferred equity investment $ — $ — $ 267,169 $ 267,169

Equity investments in the Company’s products — 96,956 — 96,956

3 unchanged sentences

TRA liability $ — $ — $ 108,257 $ 108,257

Warrant liability — — 22,600 22,600

Earnout liability — 529 167,912 168,441

9 unchanged sentences

34,284 3,986 38,270

Net gains (losses) 3,774 ( 1,052 ) 2,722

Net losses ( 10,859 ) ( 3,502 ) ( 14,361 )

Ending Balance $ 290,594 $ 5,653 $ 296,247

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 3,774 $ ( 1,052 ) $ 2,722

Change in net unrealized losses on assets still recognized at the reporting date $ ( 10,859 ) $ ( 3,502 ) $ ( 14,361 )

(1) Preferred equity purchases includes $ 34.3 million of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.

3 unchanged sentences

Year Ended December 31, 2024 Level III Assets

(dollars in thousands) CLOs Total

(dollars in thousands) Preferred Equity CLOs Total

Beginning balance $ — $ 2,521 $ 2,521

Net losses ( 322 ) ( 322 )

Purchases (1)

263,395 3,700 267,095

Net gains (losses) 3,774 ( 1,052 ) 2,722

Ending Balance $ 267,169 $ 5,169 $ 272,338

Change in net unrealized losses on assets still recognized at the reporting date $ ( 322 ) $ ( 322 )

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 3,774 $ ( 1,052 ) $ 2,722

(1) Preferred equity purchases includes $ 23.1 million of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.

Year Ended December 31, 2025 Level III Liabilities

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

(dollars in thousands) TRA Liability Earnout Liability Total

Beginning balance $ 108,257 $ 167,912 $ 276,169

1 unchanged sentence

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

Net losses 410 38,300 28,067 66,777

Net (gains) losses 13,092 ( 30,945 ) ( 17,853 )

Ending Balance $ 106,793 $ 163,700 $ 270,493

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 819 $ — $ 27,820 $ 28,639

Change in net unrealized losses on liabilities still recognized at the reporting date $ 13,092 $ 697 $ 13,789

Year Ended December 31, 2024 Level III Liabilities

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Beginning balance $ 116,398 $ 22,600 $ 92,119 $ 231,117

Issuances — — 135,600 135,600

Settlements ( 8,551 ) ( 60,900 ) ( 87,874 ) ( 157,325 )

Net (gains) losses ( 4,189 ) 14,050 6,299 16,160

Net losses 410 38,300 28,067 66,777

Ending Balance $ 108,257 $ — $ 167,912 $ 276,169

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 4,189 ) $ 14,050 $ 6,175 $ 16,036

Change in net unrealized losses on liabilities still recognized at the reporting date $ 819 $ — $ 27,820 $ 28,639

Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III

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

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

These investments are classified as Level III.

The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

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

These investments are classified as Level III.

TRA Liability

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

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

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

Warrant Liability

The Company uses a Monte Carlo simulation model to value the Private Placement Warrants.

The Company estimates the volatility of its Class A Shares based on the volatility implied by our peer group.

The risk-free interest rate is based on U.S.

Treasuries for a maturity similar to the expected remaining life of the warrants.

The expected term of the warrants is assumed to be equivalent to their remaining contractual term.

Earnout Liability

As of December 31, 2024, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts.

As of December 31, 2023, the earnout liability was comprised of contingent consideration payable for the Oak Street Cash Earnout and the Wellfleet Earnouts.

As of December 31, 2025, the earnout liability was comprised of contingent consideration payable for the Prima Earnouts, KAM Earnouts and Atalaya Earnouts (each as defined in Note 3).

As of December 31, 2024, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnout Shares (defined in Note 10), Prima Earnouts, KAM Earnouts and Atalaya Earnouts.

The Company uses a Monte Carlo simulation model to value certain earnouts where revenue milestones need to be achieved before a payment is due.

9 unchanged sentences

TRA liability $ 106,793 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease

Earnout liability:

163,001 Monte Carlo Simulation Volatility 20 % - 37 % 29 % Increase

4,911 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Earnout liability 163,700 Monte Carlo Simulation Volatility 21 % - 24 % 22 % Increase

Total Liabilities, at Fair Value $ 270,493

4 unchanged sentences

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

Preferred equity $ 267,169 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease

CLOs 5,169 Discounted cash flow Yield 10 % - 16 % 12 % Decrease

Total Assets, at Fair Value $ 272,338

TRA liability $ 108,257 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease

Warrant liability 22,600 Monte Carlo Simulation Volatility 31 % - 31 % 31 % Increase

Earnout liability 92,119 Discounted cash flow Discount Rate 6 % - 16 % 15 % Decrease

Earnout liability

163,001 Monte Carlo Simulation Volatility 20 % - 37 % 29 % Increase

4,911 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Total Liabilities, at Fair Value $ 276,169

2 unchanged sentences

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

As of December 31, 2024 and December 31, 2023, the fair value of the portion of the TRA liability that is not carried at fair value in the Company’s consolidated balance sheets was approximately $ 535.7 million and $ 358.4 million, respectively, compared to a carrying value of $ 1.3 billion and $ 763.1 million, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of December 31, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of December 31, 2025 and December 31, 2024, the fair value of the portion of the TRA liability that is not carried at fair value in the Company’s consolidated balance sheets was approximately $ 652.3 million and $ 535.7 million, respectively, compared to a carrying value of $ 1.6 billion and $ 1.3 billion, respectively, and such fair value measurements would have been categorized as Level III within the fair value hierarchy.

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

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

1 unchanged sentence

however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

(dollars in thousands) Year Ended December 31,

3 unchanged sentences

Net Lease Cost $ 52,478 $ 42,033 $ 37,905

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(dollars in thousands) Year Ended December 31,

5 unchanged sentences

Operating leases $ 159,861 $ 73,070 $ 95,953

(1) The amount presented above for the year ended December 31, 2024 includes $ 18.9 million of tenant improvement allowances received from the lessor.

Lease Term and Discount Rate December 31, 2024 December 31, 2023 December 31, 2022

(1) The amount presented above includes tenant improvement allowances received from the lessor of $ 7.8 million and $ 18.9 million for the years ended December 31, 2025 and 2024, respectively.

Lease Term and Discount Rate December 31,

2025 December 31,

2024 December 31, 2023

Weighted-average remaining lease term:

11 unchanged sentences

The Company has future operating lease payments of approximately $ 17.1 million related to leases that have not commenced that were entered into as of December 31, 2025.

Such lease payments are not included in the table above or the Company’s consolidated statements of financial condition as operating lease assets and operating lease liabilities.

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

These operating lease payments are anticipated to commence in the first quarter of 2026 and continue for approximately 11 years.

11 unchanged sentences

Fixed assets, net 218,941 187,749

Receivables 26,634 15,853

Prepaid expenses 33,456 17,768

Receivables 47,444 26,634

Deferred incentives paid to customers 44,953 —

Unamortized debt issuance costs on revolving credit facilities 10,825 9,678

22 unchanged sentences

2034 Notes 4/18/2034 1,000,000 1,000,000 — 979,247

2051 Notes 10/7/2051 350,000 350,000 — 338,311

Revolving Credit Facility 7/23/2029 1,725,000 130,000 1,585,621 130,000

Total $ 4,234,800 $ 2,639,800 $ 1,585,621 $ 2,588,496

In May 2023, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 59.8 million aggregate principal amount of 7.397 % Senior Notes due 2028 (the “2028 Notes”).

The 2028 Notes bear interest at a fixed rate of 7.397 % per annum and mature on May 26, 2028.

Interest on the 2028 Notes is payable semi-annually in arrears on May 26 and November 26 of each year.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

The 2028 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

In May 2023, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 59.8 million aggregate principal amount of 7.397 % Senior Notes due 2028 (the “2028 Notes”).

The 2028 Notes bear interest at a fixed rate of 7.397 % per annum and mature on May 26, 2028.

Interest on the 2028 Notes is payable semi-annually in arrears on May 26 and November 26 of each year, commencing November 26, 2023.

The 2028 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, the Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

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The 2031 Notes bear interest at a fixed rate of 3.125 % per annum and mature on June 10, 2031.

Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year.

The 2031 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year, commencing December 10, 2021.

The 2031 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, the Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

6 unchanged sentences

Interest on the 2032 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, the Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

3 unchanged sentences

The 2032 Notes also provide for customary events of default and acceleration.

On April 18, 2024 and June 6, 2024, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 1.0 billion aggregate principal amount of 6.250 % Senior Notes due 2034 (the “2034 Notes”).

The 2034 Notes bear interest at a rate of 6.250 % per annum and mature on April 18, 2034.

Interest on the 2034 Notes will be payable semi-annually in arrears on April 18 and October 18 of each year, commencing October 18, 2024.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

The 2034 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The 2034 Notes bear interest at a rate of 6.250 % per annum and mature on April 18, 2034.

Interest on the 2034 Notes will be payable semi-annually in arrears on April 18 and October 18 of each year, commencing October 18, 2024.

The 2034 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, the Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

6 unchanged sentences

Interest on the 2051 Notes is payable semi-annually in arrears on April 7 and October 7 of each year, commencing April 7, 2022.

The 2051 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The 2051 Notes are fully and unconditionally guaranteed, jointly and severally, by the Registrant, the Blue Owl Operating Partnerships and certain of the Registrant’s other subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

4 unchanged sentences

Revolving Credit Facility

The Company, through its indirect subsidiary, Blue Owl Finance LLC, maintains a revolving credit facility (the “Revolving Credit Facility”), with a borrowing capacity of $ 1.7 billion that matures on July 23, 2029.

The Company, through its indirect subsidiary, Blue Owl Finance LLC, maintains a revolving credit facility (the “Revolving Credit Facility”), which was amended in August 2025 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.

Additionally, certain dollar baskets and thresholds under the Revolving Credit Facility were increased pursuant to the amendment.

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.

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

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

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

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

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

The borrowing rates for balances outstanding under the Revolving Credit Facility as of December 31, 2025 and December 31, 2024 were 4.94 % and 5.72 %, respectively.

As of February 19, 2026, $ 785.0 million was outstanding under the Revolving Credit Facility.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

COMMITMENTS AND CONTINGENCIES

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In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

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

During the year ended December 31, 2024, the Company made TRA payments of $ 28.2 million (including $ 2.8 million to related parties).

During the years ended December 31, 2025 and 2024, the Company made TRA payments of $ 53.5 million and $ 28.2 million, respectively, inclusive of interest, and including $ 4.8 million and $ 2.8 million, respectively, paid to related parties.

The table below presents management’s estimate as of December 31, 2025, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

12 unchanged sentences

As of December 31, 2025, the Company has not had prior claims or losses pursuant to these arrangements.

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

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

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

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

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

7 unchanged sentences

Other 41,980 25,814 1,491

Amortization of deferred incentives paid to customers ( 9,807 ) — —

Management Fees, Net 1,521,483 1,234,594 899,902

2 unchanged sentences

Total GAAP Revenues - Credit Platform 1,745,360 1,462,091 1,055,715

Real Assets Platform

Net lease 202,105 168,588 122,365

Real estate credit 42,291 19,161 —

Digital infrastructure 164,601 — —

Amortization of deferred incentives paid to customers ( 1,102 ) — —

Management Fees, Net 407,895 187,749 122,365

Administrative, transaction and other fees 61,371 27,010 14,387

Performance revenues 19,831 4,822 2,345

Total GAAP Revenues - Real Assets Platform 489,097 219,581 139,097

GP Strategic Capital Platform

6 unchanged sentences

Total GAAP Revenues - GP Strategic Capital Platform 635,721 613,755 536,796

Real Assets Platform

Net lease 168,588 122,365 80,179

Real estate credit 19,161 — —

Management Fees, Net 187,749 122,365 80,179

Administrative, transaction and other fees 27,010 14,387 6,906

Performance revenues 4,822 2,345 12,221

Total GAAP Revenues - Real Assets Platform 219,581 139,097 99,306

Total GAAP Revenues $ 2,870,178 $ 2,295,427 $ 1,731,608

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

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

4 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(dollars in thousands) 2025 2024

12 unchanged sentences

The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration.

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

Substantially all of the consideration was paid in Class A Shares in 2021 and is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over the average period the related customer revenues are expected to be recognized.

As of December 31, 2025, the remaining weighted average amortization period was 7.5 years.

(dollars in thousands) 2025 2024

2 unchanged sentences

Ending Balance $ 329,207 $ 373,528

EQUITY-BASED COMPENSATION

The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the Amended and Restated 2021 Omnibus Equity Incentive Plan, approved by stockholders on June 13, 2024 (“A&R 2021 Equity Incentive Plan”).

The A&R 2021 Equity Incentive Plan, among other things, (i) increased the number of Class A Shares authorized for issuance under the previously amended Equity Incentive 2021 Plan from 101,230,522 shares to 171,930,614 shares and (ii) added an “evergreen” provision that provides for an automatic increase to the total number of Class A Shares subject to the A&R 2021 Equity Incentive Plan on the first day of each fiscal year beginning in calendar year 2025, and ending in and including 2034, by a number of Class A Shares equal to the positive difference, if any, of (a) 5 % of the aggregate number of Class A Shares and Class B Shares, in each case, outstanding on the last day of the immediately preceding fiscal year (assuming that all Blue Owl Operating Group Units have converted on a one -for-one basis into Class A Shares) minus (b) the aggregate number of shares that were available for the issuance of future awards under the A&R 2021 Equity Incentive Plan on such last day of the immediately preceding fiscal year, unless the administrator should decide to increase the number of shares covered by the A&R 2021 Equity Incentive Plan by a lesser amount on any such date.

Starting in 2025, the Company paid certain investors in the Company’s products incentives that are being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations.

These incentives are recognized over the related performance obligation period, and unamortized amounts are recorded within other assets in the Company’s consolidated statements of financial condition.

As of December 31, 2025, the remaining weighted average amortization period was 1.4 years.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

(dollars in thousands) Year Ended December 31, 2025

Beginning balance $ —

Deferred incentives paid to customers 55,862

Amortization ( 10,909 )

Ending Balance $ 44,953

EQUITY-BASED COMPENSATION

2021 Omnibus Equity Incentive Plan, approved by stockholders on June 13, 2024 and further amended on April 1, 2025 (the “2021 Omnibus Plan”).

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

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the A&R 2021 Equity Incentive Plan is 171,930,614 , of which 71,033,196 remain available as of December 31, 2024.

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

As of December 31, 2025, the total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Omnibus Plan was 175,834,537 , of which 51,154,861 remain available for issuance.

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

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

7 unchanged sentences

Fair value of RSUs settled in Class A Shares $ 99,145 $ 49,174 $ 16,634

Fair value of RSUs withheld to satisfy tax withholding obligations $ 38,848 $ 15,450 $ 2,420

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

The table below presents activity related to the Company’s unvested equity-based compensation awards for the year ended December 31, 2025.

Incentive Units RSUs Oak Street Earnout Units Wellfleet Earnout Shares

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

Incentive Units RSUs Wellfleet Earnout Shares

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

December 31, 2024 21,700,853 $ 14.61 24,377,882 $ 15.48 287,425 $ 11.44

9 unchanged sentences

As of December 31, 2025, unamortized expense related to Incentive Units was $ 148.6 million, with a weighted-average amortization period of 2.6 years.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

The grant date fair value of RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and as applicable a discount ranging from 6.0 % - 11.5 % during 2024, 6.0 % - 8.5 % during 2023 and 13 % - 14 % during 2022 for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

The grant date fair value of RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and as applicable a discount of 6.5 % during 2025, 6.0 % - 11.5 % during 2024 and 6.0 % - 8.5 % during 2023 for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $ 14.03 , $ 20.85 and $ 12.01 , respectively.

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As of December 31, 2025, unamortized expense related to RSUs was $ 354.9 million, with a weighted-average amortization period of 2.7 years.

Services Agreement

Under the terms of the Services Agreement, ICONIQ will receive Incentive Units as compensation for the services performed.

The Incentive Units will be issued in two tranches.

The first tranche, consisting of 14,175,000 Incentive Units, is expected to be issued in 2026, contingent upon achieving certain future targets outlined in the Services Agreement.

The grant date fair value of these Incentive Units was $ 319.5 million, or $ 22.54 per unit, determined based on the Company’s Class A Share price, adjusted for the lack of dividend participation during the service period prior to issuance.

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

The estimated value of these additional Incentive Units, which assumes total commitments of $ 10.0 billion for the next vintage drawdown digital infrastructure product, was approximately $ 464.2 million as of December 31, 2025.

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

The Company is recognizing the total estimated expense related to the Services Agreement over the expected substantive service period, in a manner consistent with the recognition of such expenses if the payments were made in cash.

Such expenses are included within the acquisition related line

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

item in the table above and within general, administrative and other expenses in the Company’s consolidated statements of operations.

As of December 31, 2025, unamortized expense related to the Services Agreement was $ 550.1 million, with a remaining amortization period of 2.5 years.

Atalaya Earnouts

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Accordingly, the Company has begun accruing compensation expense over the service period preceding the grant date, based on the fair value of the award at the end of the reporting period, and will remeasure until the grant date.

As of December 31, 2024, the estimated fair value of these awards was $ 191.3 million, including a 15.6 % discount for lack of marketability due to a two-year post-vesting transfer restriction.

As of December 31, 2025, the estimated fair value of these awards was $ 142.2 million, including an 11.5 % discount for lack of marketability due to a two-year post-vesting transfer restriction.

As of December 31, 2025, unamortized expense related to these awards was $ 83.7 million, with a weighted-average amortization period of 2.3 years.

Oak Street Earnout Units

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC, now, Blue Owl Real Estate Capital LLC (“Oak Street”), a diversified real estate investment firm, and its advisory business (the “Oak Street Acquisition”).

In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash and Common Units and corresponding Class C Shares (collectively, the “Oak Street Earnout Units”).

The grant date fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions:

annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2.0 years.

In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout.

In January 2023, the Oak Street Earnout Units triggering event occurred with respect to the first tranche of the Oak Street Earnout Units (the “First Oak Street Earnouts”).

In January 2024, the Oak Street Earnout Units triggering event occurred with respect to the second tranche of the Oak Street Earnout Units (the “Second Oak Street Earnouts”).

Wellfleet Earnout Shares

On April 1, 2022, the Company completed its acquisition of Wellfleet Credit Partners, LLC, now, Blue Owl Liquid Credit Advisors LLC (“Wellfleet”), a manager of collateralized loan obligations (the “Wellfleet Acquisition”).

In connection with the Wellfleet Acquisition, the Company agreed to make additional payments of cash and Class A Shares (the “Wellfleet Earnout Shares”).

The grant date fair value of the Wellfleet Earnout Shares treated as compensation was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period.

The weighted-average grant date fair value of the Wellfleet Earnout Shares granted during the year ended December 31, 2022 was $ 11.44 .

In April 2023, the Company modified its purchase agreement with the Wellfleet sellers, such that Wellfleet Earnout Shares will be delivered in cash in lieu of Wellfleet Earnout Shares.

As a result of the modification, the Second and Third Wellfleet Earnout Shares were changed from equity-classified to liability-classified on the modification date with the liability recorded at fair value at each reporting period, with the related expense subject to a floor equal to the original grant date fair value.

The First Wellfleet Earnout vested and was cash settled in April 2023 and such settlement was treated as a cash settlement of an equity-classified arrangement.

In April 2024, the Wellfleet Triggering Event occurred with respect to the Second Wellfleet Earnout.

The Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and their underlying assets and liabilities.

The Company’s estimate is based on the most recent information available and cannot be finally determined until the Company’s 2024 tax returns have been filed.

The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns.

As a result of the modification, the second and third tranches of the Wellfleet Earnout Shares were changed from equity-classified to liability-classified on the modification date with the liability recorded at fair value at each reporting period, with the related expense subject to a floor equal to the original grant date fair value.

The first tranche of the Wellfleet earnout vested and was cash settled in April 2023 and such settlement was treated as a cash settlement of an equity-classified arrangement.

In April 2024, the Wellfleet triggering event occurred with respect to the second tranche of the Wellfleet Earnout Shares.

In April 2025, the Wellfleet triggering event occurred with respect to the third tranche of the Wellfleet Earnout Shares

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

The Company’s estimate is based on the most recent information available and cannot be finally determined until the Company’s 2025 tax returns have been filed.

The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns.

The Blue Owl Operating Partnerships are partnerships for U.S.

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Generally all of the income the Registrant earns will be subject to corporate-level income taxes in the United States.

Substantially all of the Company’s income before tax is earned in the United States.

The following table presents the components of the Company’s income tax expense (benefit):

(dollars in thousands) Year Ended December 31,

The following table presents the components of the Company’s income before income taxes and income tax expense (benefit):

Year Ended December 31,

(dollars in thousands) 2025 2024 2023

Income Before Income Taxes

$ 336,676 $ 459,489 $ 239,783

Foreign 11,235 9,739 6,601

347,911 469,228 246,384

Current Income Tax Expense (Benefit)

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$ 42,424 $ 48,782 $ 25,608

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2025

The following table sets forth the reconciliation of the statutory U.S.

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Year Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Statutory U.S.

federal corporate income tax rate $ 73,062 21.00 % $ 98,538 21.00 % $ 51,733 21.00 %

State and local income taxes, net of federal effect (1)

16,660 4.79 % 10,856 2.31 % 5,655 2.30 %

Changes in unrecognized tax benefits 4,859 1.40 % 5,045 1.08 % 4,348 1.76 %

Effect of cross-border tax laws ( 69 ) ( 0.02 %) ( 43 ) ( 0.01 %) ( 161 ) ( 0.07 %)

Nontaxable or nondeductible items

Income passed through to noncontrolling interest holders ( 53,085 ) ( 15.26 %) ( 67,277 ) ( 14.34 %) ( 36,663 ) ( 14.88 %)

State and local income taxes 3.39 % 4.06 % 9.49 %

Non-deductible compensation expense 0.20 % 0.23 % - 0.53 %

Other 1,093 0.31 % 1,733 0.37 % 839 0.34 %

Effective Income Tax Rate 10.40 % 10.39 % 18.91 %

Foreign tax effects ( 96 ) ( 0.03 %) ( 70 ) ( 0.01 %) ( 143 ) ( 0.06 %)

Total $ 42,424 12.19 % $ 48,782 10.40 % $ 25,608 10.39 %

(1) Local taxes in New York City made up the majority (greater than 50 percent) of the tax effect in this category.

The following table presents the components of the Company’s income taxes paid (net of refunds):

Year Ended December 31,

(dollars in thousands) 2025 2024 2023

federal $ 21 $ 500 $ —

State and Local

New York City 13,925 17,938 11,728

Other 911 821 1,207

Total State and Local 14,836 18,759 12,935

Hong Kong ( 36 ) 1,266 —

United Kingdom 1,426 1,118 1,192

Other 893 493 122

Total Foreign 2,283 2,877 1,314

Total Cash Paid for Income Taxes $ 17,140 $ 22,136 $ 14,249

Blue Owl Capital Inc.

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For the year ended December 31, 2025, interest and penalties on these unrecognized tax benefits of $ 1.0 million has been accrued through income tax expense in the consolidated statements of operations.

Over the next 12 months, the Company expects that it is reasonably possible for the gross unrecognized tax benefits to increase by $ 5.0 million.

Upon settlement of an audit, the change in the unrecognized tax benefit would result from payment or income statement recognition.

The following table presents the Company’s unrecognized tax benefits relating to uncertain tax positions:

2 unchanged sentences

Beginning balance $ 12,677 $ 8,399 $ 4,784

Increases related to tax positions related to prior periods — — 2,189

Increases related to tax positions related to the current period 4,684 4,278 3,615

Decreases related to the lapse of applicable statute of limitations ( 858 ) — —

Ending Balance $ 16,503 $ 12,677 $ 8,399

6 unchanged sentences

December 31, 2025

EARNINGS (LOSS) PER SHARE

The table below presents the treatment for basic and diluted earnings (loss) per share for the Registrant's outstanding instruments, as well as the treatment for diluted earnings (loss) per share for the Blue Owl Operating Group's outstanding instruments.

EARNINGS PER SHARE

The table below presents the treatment for basic and diluted earnings per share for the Registrant’s outstanding instruments, as well as the treatment for diluted earnings per share for the Blue Owl Operating Group’s outstanding instruments.

Instruments that could potentially dilute the earnings are included in the calculation only if they would have a dilutive effect.

9 unchanged sentences

Compensation-classified Wellfleet Earnout Shares (3)

Excluded 2024 and 2023:

Contingently issuable shares - treasury stock method

Excluded Excluded

Contingent consideration-classified Wellfleet Earnout Shares (3)

2024 and 2023:

Contingently issuable shares 2024 and 2023:

Contingently issuable shares

Excluded Excluded

Prima Earnouts - portion payable in Class A Shares (4)

6 unchanged sentences

Oak Street Earnout Units (6)

n/a Contingently issuable share - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units

n/a Contingently issuable shares - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units

Prima Earnouts - portion payable in Common Units (4)

1 unchanged sentence

Compensation-classified Atalaya Earnouts (7)

Contingent consideration-classified Atalaya Earnouts (7)

n/a Contingently issuable shares - If-converted method

Services Agreement-related Incentive Units (8)

IPI Subsequent Payment (9)

n/a Contingently issuable shares - If-converted method

(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares, as such shares are issuable for no consideration.

4 unchanged sentences

(3) During the second quarter of 2023, the Company modified the Wellfleet Earnout Shares arrangement such that settlement of the Wellfleet Earnout Shares would be in cash at each payment date.

As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for years ended December 31, 2024 and 2023.

As of December 31, 2022, the Wellfleet Triggering Events with respect to the Wellfleet Earnout Shares had not occurred, and therefore such shares have not been included in the calculation of basic loss per share for the year ended December 31, 2022.

However, had December 31, 2022 also been the end of the contingency period for the Wellfleet Earnout Shares, the Wellfleet Triggering Events would have occurred, and therefore the Wellfleet Earnout Shares have been included in the calculation of diluted loss per share for the year ended December 31, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition.

As a result of the modification, the Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for the years ended December 31, 2024 and 2023.

Blue Owl Capital Inc.

1 unchanged sentence

December 31, 2025

(4) As of December 31, 2024, the Prima Triggering Event with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the year ended December 31, 2024.

(4) As of December 31, 2025, the Prima Triggering Event (defined in Note 3) with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the year ended December 31, 2025.

Had December 31, 2025 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred, and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the year ended December 31, 2025.

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

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

(6) The First Oak Street Earnouts and the Second Oak Street Earnouts were settled in Common Units during the three months ended March 31, 2023 and 2024, respectively.

As of December 31, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred.

Had December 31, 2023, been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the Second Oak Street Earnout Units have been included in the calculation of diluted earnings per share for the year ended December 31, 2023.

As of December 31, 2022, the Oak Street Triggering Events with respect to the First and Second Oak Street Earnout Units had not occurred.

Had December 31, 2022, been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have not occurred, and therefore the Second Oak Street Earnout Units have not been included in the calculation of diluted loss per share for the year ended December 31, 2022.

Had December 31, 2022, also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Events would have occurred, and therefore the First Oak Street Earnout Units have been included in the calculation of diluted loss per share for the year ended December 31, 2022.

(7) As of December 31, 2024, the Atalaya Triggering Event with respect to the Atalaya Earnouts had not occurred.

As of December 31, 2023, the Oak Street triggering event with respect to the Second Oak Street Earnouts had not occurred.

Had December 31, 2023 been the end of the contingency period for the Second Oak Street Earnouts, the Oak Street triggering event would have occurred, and therefore the Second Oak Street Earnouts have been included in the calculation of diluted earnings per share for the year ended December 31, 2023.

(7) As of December 31, 2025, the Atalaya Triggering Event (defined in Note 3) with respect to the Atalaya Earnouts had not occurred.

Had December 31, 2025 been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred, and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the year ended December 31, 2025.

(8) As of December 31, 2025, the contingencies related to the Services Agreement payments have not yet been resolved.

Had December 31, 2025 also been the end of the contingency period, the contingencies related to the Services Agreement would not have yet been resolved, and therefore the Incentive Units issuable under the Services Agreement have not been included in the calculation of diluted earnings per share for the year ended December 31, 2025.

(9) As of December 31, 2025, the contingencies related to the IPI Subsequent Payment have been resolved, as the related Common Units were issued during the three months ended June 30, 2025, and therefore the Common Units related to the IPI Subsequent Payment have been included in the calculation of diluted earnings per share as of the beginning of the period in which the conditions were satisfied.

Year Ended December 31, 2025 Net Income

6 unchanged sentences

Unvested RSUs — 6,211,286 —

Warrants — — 4,207,650

Vested Common Units — — 906,623,070

1 unchanged sentence

Unvested Incentive Units — — 20,482,470

IPI Subsequent Payment ( 10,496 ) 887,882 —

Diluted $ 68,337 661,885,114 $ 0.10

Year Ended December 31, 2023 Net Income Attributable to

Year Ended December 31, 2024 Net Income

Attributable to

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

8 unchanged sentences

Unvested Incentive Units — — 22,817,514

Oak Street Earnout Units — 9,558,857 —

Diluted $ 109,584 558,426,153 $ 0.20

2 unchanged sentences

December 31, 2025

Year Ended December 31, 2022 Net Loss Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

Year Ended December 31, 2023 Net Income Attributable to

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

Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

3 unchanged sentences

Warrants ( 4,584 ) 232,558 —

Compensation-classified Wellfleet Earnout Shares — — 649,660

Contingent consideration-classified Wellfleet Earnout Shares — — 59,063

Vested Common Units — — 956,118,687

4 unchanged sentences

RELATED PARTY TRANSACTIONS

The majority of the Company’s revenues, including all management fees and certain administrative, transaction and other fees, are earned from the products it manages, which are related parties of the Company.

The majority of the Company’s revenues, including substantially all management fees and certain administrative, transaction and other fees, are earned from the products it manages, which are related parties of the Company.

The Company also has arrangements in place with products that it manages, whereby certain costs are initially paid by the Company and subsequently are reimbursed by the products.

25 unchanged sentences

In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates.

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

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

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

5 unchanged sentences

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

The Company recorded $ 5.4 million of interest income for the year ended December 31, 2024.

As of December 31, 2023, $ 200.0 million was outstanding under this promissory note and the Company recorded $ 16.6 million of interest income for the year ended December 31, 2023.

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

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

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

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

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

6 unchanged sentences

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

As of December 31, 2025,$ 20.3 million was outstanding under this deferred purchase price receivable, and the Company recorded $ 2.0 million of interest income for the year ended December 31, 2025.

SUBSEQUENT EVENTS

On February 5, 2026, the Company announced a cash dividend of $ 0.225 per Class A Share.

The dividend is payable on February 28, 2025, to holders of record as of the close of business on February 19, 2025.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements

December 31, 2024

On January 3, 2025, the Company completed its previously announced acquisition of the business of digital infrastructure fund manager IPI Partners, LLC (the “IPI Acquisition”), a joint venture between an affiliate of ICONIQ Capital, LLC (“ICONIQ”) and an affiliate of Iron Point Partners.

The aggregate consideration for the IPI Acquisition was approximately $ 1.0 billion.

The Company 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.

The Company expects to issue additional Common Units and corresponding Class C Shares in 2025 when the purchase price is finalized.

Under the terms of the Services Agreement, in 2026 the Company expects to issue 14,175,000 Incentive Units, subject to future targets.

The Company also expects to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets.

The Incentive Units will be fully vested upon issuance.

Internal Reorganization

On February 20, 2025, the Board adopted resolutions authorizing the adoption of an Amended and Restated Certificate of Incorporation in connection with an internal reorganization that is expected to occur on or about April 11, 2025, pursuant to which, among other things, Blue Owl Carry will become a wholly owned subsidiary of Blue Owl Holdings (the “Internal Reorganization”).

The Internal Reorganization is expected to occur on or about April 1, 2025, following the effectiveness of the Amended and Restated Certificate of Incorporation.

The dividend is payable on March 2, 2026, to holders of record as of the close of business on February 20, 2026.

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

What changed 10-K

Item 9A. Controls and Procedures