What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-11-03 · 154 added, 306 removed, 504 unchanged (48% of the section changed)

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For a description of our business, please see “Item 1.

Business” in our Annual Report.

Business” in our

Annual Report.

The following discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Part II Other Information — Item 1A.

Risk Factors.”

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025

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Liquid Credit

All amounts shown as of September 30, 2025, totals may not sum due to rounding.

As of September 30, 2025, our AUM was $295.6 billion, which included $183.8 billion of FPAUM.

As of September 30, 2025, we had $28.4 billion in AUM not yet paying fees, providing approximately $361 million of annualized management fees once deployed.

All amounts shown as of March 31, 2026, totals may not sum due to rounding.

As of March 31, 2026, our AUM was $314.9 billion, which included $188.4 billion of FPAUM.

As of March 31, 2026, we had $29.9 billion in AUM not yet paying fees, providing approximately $349 million of annualized management fees once deployed.

See “—Assets Under Management” for additional information, including important information on how we define these metrics.

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Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.

During the third quarter of 2025, global equity and debt markets were constructive as the S&P 500 reached another all-time high and credit spreads remained relatively tight.

The 10-year Treasury yield declined during the quarter to 4.15%, reflecting some slowing jobs growth data that factored into the Federal Reserve’s decision to cut the federal funds rate by 25 basis points in September 2025.

We continued to see strong growth across our platform, measured across earnings, ongoing fundraising, and new capital deployment.

Blue Owl has now reported 18 consecutive quarters of management fee and fee-related earnings growth, reflecting growth in each quarter since we became a public company.

Over the past twelve months, approximately 85% and 86% of our GAAP and FRE management fees, respectively, were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure on our asset base from redemptions.

We raised $14.4 billion of new capital commitments during the third quarter of 2025, resulting in a record $57.0 billion of total capital raised over the last twelve months.

Fundraising, capital deployment, and acquisitions contributed to management fee growth of approximately 30% over the last twelve months, compared with the prior corresponding period.

We ended the third quarter of 2025 with substantial available capital to deploy, reporting approximately $28.4 billion of AUM not yet paying fees.

Generally accommodative markets during the third quarter resulted in higher levels of both announced and completed M&A activity in the U.S.

Over the last twelve months, Blue Owl’s direct lending strategy has seen gross deployment of $46.8 billion and net funded deployment of $12.1 billion, and in the third quarter of 2025 we experienced an increase in new direct lending origination activity and a pickup in pipeline activity.

The artificial intelligence economy remained at the forefront of investors’ minds during the third quarter, with hyperscalers continuing to commit to substantial investment in mission-critical infrastructure such as data centers.

In Blue Owl’s Real Assets platform, we continue to execute on a record pipeline of data center opportunities across our net lease and digital infrastructure strategies, with Blue Owl taking a leadership role on all three of the largest data center financings in the space.

More broadly across net lease, we continue to see a substantial deployment opportunity in areas such as logistics and manufacturing onshoring.

Across the alternatives industry, the consolidation trend continues to favor scale as market share accrues to the larger and more diversified managers who are raising the largest funds.

We continue to see attractive deployment opportunities for our GP Strategic Capital products, having committed approximately $5 billion of capital year-to-date out of the latest flagship GP minority stakes vintage.

We also completed our largest strip sales transactions to date, totaling over $2.5 billion during the third quarter.

In aggregate across the last twelve months, our GP Strategic Capital flagship products have distributed $4 billion to investors through these innovative transactions.

These transactions provide valuable liquidity for existing investors in these products, situating our products within the top quartile on distributions to paid in.

We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business.

It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements.

See “ Item 1A.

Risk Factors —Risks Related to Macroeconomic Factors” in our Annual Report.

Additionally, we intend to pursue strategic acquisitions and investments to accelerate our growth and broaden our product offerings.

Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.

During the first quarter of 2026, global equity and debt markets experienced elevated volatility, with significant dispersion across equity markets, spread widening in fixed income markets, and outsized moves in commodities as a result of intensifying geopolitical conflicts and heightened focus on the evolution of artificial intelligence (“AI”).

The 10-year Treasury yield ended the first quarter of 2026 up nearly 15 basis points from December 31, 2025 and experienced a peak to trough range of nearly 50 basis points during the first quarter of 2026.

The CBOE Volatility Index peaked above 30 during the first quarter of 2026, its highest level since April 2025.

We operate three differentiated platforms at scale across Credit, Real Assets and GP Strategic Capital.

AUM of $315 billion grew 15% year over year, with growth across each platform.

Over the last twelve months, approximately 85% of our GAAP and FRE management fees were generated by Permanent Capital.

During the first quarter of 2026, we experienced more modest inflows and higher redemption requests in certain Blue Owl managed non-traded BDCs, driven by heightened focus on private credit.

More broadly, capital raising during the first quarter of 2026 was diversified across asset classes, strategies and channels, resulting in $11.0 billion of new capital commitments during the first quarter of 2026 and $56.6 billion over the last twelve months.

We ended the first quarter of 2026 with substantial available capital to deploy, reporting $29.9 billion of AUM not yet paying fees.

In Credit, the environment was characterized by tighter spreads and muted sponsor M&A activity, resulting in gross deployment of $6.8 billion for direct lending and $2.8 billion across our other Credit strategies.

We continue to monitor key performance indicators across our direct lending strategy, and underlying portfolio company growth has remained healthy.

In the first quarter, we held final closes at above their targets for both our inaugural GP-led secondaries and our alternative credit opportunities products.

Across Blue Owl’s Real Assets platform, we continue to find attractive ways to partner with investment grade companies, building, financing and owning their most mission critical assets.

The appetite for data centers and build-to-suit net lease projects has continued to grow meaningfully as a result of cloud computing, AI, and reshoring demand, with pipelines near record levels across net lease and digital infrastructure.

Investors continue to commit significant capital to these strategies, reflecting increasing demand for Real Assets strategies industry-wide and interest in Blue Owl’s differentiated capabilities.

In GP Strategic Capital, we continue to focus on generating attractive and income-driven returns for our fund investors, with an increasing emphasis on distributions paid in.

During the first quarter of 2026, our GP Strategic Capital product made an investment into Atlas Holdings, a leading investment platform with a differentiated owner operator model within the industrial, manufacturing and distribution space, and we see a strengthening pipeline of deployment as a result of the current market landscape.

Assets Under Management

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In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).

As of September 30, 2025, assets under management related to us, our executives and other employees totaled approximately $6.1 billion (including $2.9 billion related to accrued carried interest).

As of March 31, 2026, assets under management related to us, our executives and other employees totaled approximately $6.2 billion (including $2.9 billion related to accrued carried interest).

A portion of these assets under management are not charged fees.

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AUM not yet paying fees could provide approximately $349 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.

All amounts shown as of September 30, 2025, totals may not sum due to rounding.

All amounts shown as of March 31, 2026, totals may not sum due to rounding.

Permanency and Duration of Assets Under Management

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Changes in AUM

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total

Beginning Balance $ 145,468 $ 71,486 $ 67,131 $ 284,085 $ 95,104 $ 39,208 $ 57,844 $ 192,156

Acquisitions — — — — 27,803 4,324 — 32,127

New capital raised 5,572 2,955 2,717 11,244 3,133 1,271 3,482 7,886

Change in debt 2,404 711 — 3,115 2,973 (39) 500 3,434

Distributions (3,247) (861) (1,568) (5,676) (1,758) (739) (660) (3,157)

Change in value / other 1,943 391 510 2,844 1,188 88 861 2,137

Ending Balance $ 152,140 $ 74,682 $ 68,790 $ 295,612 $ 128,443 $ 44,113 $ 62,027 $ 234,583

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total

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Ending Balance $ 159,239 $ 85,080 $ 70,608 $ 314,927 $ 139,239 $ 67,062 $ 66,968 $ 273,269

The increase in AUM for the nine months ended September 30, 2025 was driven by the following:

• $15.4 billion of new capital raised, primarily driven by $10.1 billion in direct lending products reflecting continued private wealth fundraising in OCIC and OTIC, $1.9 billion in alternative credit products and $1.5 billion in investment grade credit products.

The increase in AUM for the three months ended March 31, 2026 was driven by the following:

• $4.1 billion of new capital raised, primarily driven by $2.3 billion in direct lending products reflecting continued private wealth fundraising in OCIC and OTIC, as well as new and existing products across the strategy, $0.6 billion in alternative credit products and $0.6 billion in strategic equity products.

• $0.7 billion of additional net debt commitments, primarily in direct lending, as we continue to opportunistically manage leverage in our BDCs.

• $9.2 billion of distributions, which primarily relates to distributions paid from our BDCs, CLOs and alternative credit products.

Redemptions and repurchases from these products were not material.

• $3.4 billion of overall appreciation across the platform, primarily in direct lending.

The increase in AUM for the nine months ended September 30, 2025 was driven by $14.2 billion added in connection with the IPI Acquisition, as well as new capital raised of $10.9 billion across various products, primarily in our seventh vintage net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT, and Blue Owl Digital Infrastructure Fund III (“ODI III”), our third vintage digital infrastructure drawdown product.

• $4.3 billion of distributions, which primarily relates to distributions paid from our BDCs, alternative credit products and investment grade credit products, as well as $1.2 billion of redemptions from non-traded BDCs.

• $0.9 billion of overall appreciation, primarily in our alternative credit strategy.

The increase in AUM for the three months ended March 31, 2026 was driven by new capital raised of $4.0 billion across various products, primarily in our seventh vintage net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT and our real estate credit products, as well as $1.3 billion of additional net debt commitments, primarily in our sixth vintage net lease product and ORENT, partially offset by distributions of $1.0 billion, primarily in our net lease strategy.

GP Strategic Capital.

The increase in AUM for the nine months ended September 30, 2025 was driven by new capital raised of $3.7 billion primarily in our GP minority stakes strategy, including new vehicles that recently acquired assets from a prior vintage product, and our sixth vintage product, as well as overall appreciation of $1.5 billion, partially offset by distributions of $2.5 billion, primarily in our GP minority stakes strategy.

The increase in AUM for the three months ended March 31, 2026 was driven by appreciation of $1.4 billion, primarily in our GP minority stakes strategy, and new capital raised of $0.9 billion, primarily in our GP minority stakes strategy, including our sixth vintage product and co-investment vehicles, partially offset by distributions of $0.8 billion in our GP minority stakes strategy.

Changes in FPAUM

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total

Beginning Balance $ 93,684 $ 45,366 $ 38,432 $ 177,482 $ 63,736 $ 25,025 $ 32,788 $ 121,549

Acquisitions — — — — 22,841 4,053 — 26,894

New capital raised / deployed 5,494 2,708 2,801 11,003 3,500 1,425 2,420 7,345

Fee basis step down (60) (1,029) — (1,089) — — — —

Distributions (2,904) (987) (968) (4,859) (1,621) (824) (98) (2,543)

Change in value / other 1,063 265 (22) 1,306 845 86 6 937

Ending Balance $ 97,277 $ 46,323 $ 40,243 $ 183,843 $ 89,301 $ 29,765 $ 35,116 $ 154,182

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total

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Ending Balance $ 98,850 $ 49,836 $ 39,724 $ 188,410 $ 92,890 $ 43,920 $ 37,822 $ 174,632

The increase in FPAUM for the nine months ended September 30, 2025 was driven by the following:

• $11.5 billion of new capital raised, primarily driven by $7.8 billion new capital raised in direct lending products reflecting continued private wealth fundraising in OCIC and $2.0 billion in alternative credit products.

• $7.7 billion of distributions, which primarily relate to distributions paid from our BDCs, CLOs and investment grade credit products.

Redemptions and repurchases from these products were not material.

• $2.5 billion of overall appreciation across the platform, primarily in direct lending.

The increase in FPAUM for the nine months ended September 30, 2025 was driven by the $10.7 billion added in connection with the IPI Acquisition, as well as capital raised and deployed of $6.6 billion, primarily in ORENT and ODI III.

The decrease in FPAUM for the three months ended March 31, 2026 was driven by the following:

• $2.7 billion offsetting increase in new capital raised, primarily driven by $1.1 billion in alternative credit products, $0.6 billion in strategic equity products and $0.5 billion in investment grade credit products.

• $3.4 billion of distributions, which primarily relate to distributions paid from our BDCs, and $1.2 billion of redemptions from non-traded BDCs.

The increase in FPAUM for the three months ended March 31, 2026 was driven by capital raised and deployed of $2.1 billion, primarily in ORENT, our real estate credit products and our seventh vintage net lease product, partially offset by distributions of $0.7 billion, primarily in our net lease strategy and a $0.3 billion fee step down from a prior vintage net lease product.

GP Strategic Capital.

The increase in FPAUM for the nine months ended September 30, 2025 was driven by new capital raised of $4.0 billion primarily in our GP minority stakes strategy, including new vehicles that recently acquired assets from a prior vintage product, and our sixth vintage product.

The increase in FPAUM for the three months ended March 31, 2026 was driven by new capital raised of $0.6 billion primarily in our GP minority stakes strategy, including our sixth vintage product, partially offset by distributions of $0.4 billion, primarily in our GP minority stakes strategy.

Product Performance

Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented.

Products presented herein represent products that meet certain quantitative and qualitative criteria that management uses to evaluate each product’s contribution to the overall financial performance of Blue Owl, as a whole.

The performance information of our products reflected is not indicative of Blue Owl’s performance.

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Blue Owl Credit Income Corp.

(1)(3) 2020 $ 37,750 $ 19,294 $ 17,395 $ 3,047 $ 17,495 $ 20,542 NM 1.18x NM 10.3 %

2020 $ 44,215 $ 23,118 $ 19,891 $ 3,978 $ 19,760 $ 23,738 1.25x 1.19x 12.5 % 9.7 %

Blue Owl Technology Finance Corp.

2018 $ 16,609 $ 7,682 $ 7,682 $ 1,656 $ 8,042 $ 9,698 1.32x 1.26x 12.9 % 9.5 %

Blue Owl Technology Income Corp.

2022 $ 7,748 $ 4,255 $ 3,531 $ 725 $ 3,580 $ 4,305 1.27x 1.22x 12.8 % 10.2 %

Alternative Credit

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Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.

(2) On January 13, 2025, OBDC completed its merger with OBDE, with OBDC as the surviving company.

(3) For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for OCIC.

(4) On March 24, 2025, OTF completed its merger with OTF II, with OTF as the surviving company.

(2) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.

(3) Includes reinvested dividends and share repurchases, if applicable.

(7) Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.

(4) Invested capital includes capital calls, reinvested dividends, periodic investor closes and tender offers, as applicable.

(5) Realized proceeds represent the sum of all cash distributions to investors.

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Digital Infrastructure (2)

Blue Owl Digital Infrastructure Fund I (2) 2016 $ 2,106 $ 1,484 $ 1,730 $ 1,337 $ 1,853 $ 3,190 1.98x 1.84x 17.6 % 13.2 %

Blue Owl Digital Infrastructure Fund I (3) 2016 NM $ 1,484 $ 1,804 $ 2,954 $ 98 $ 3,052 1.82x 1.69x 15.5 % 11.7 %

Blue Owl Digital Infrastructure Fund II 2020 $ 5,090 $ 3,805 $ 3,494 $ 28 $ 4,751 $ 4,779 1.44x 1.37x 11.6 % 8.3 %

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Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report.

MoIC and IRR are not meaningful as we consider total return to be a useful measure of the overall investment performance for this product.

MoIC and IRR are not meaningful as we consider total net return to be a useful measure of the overall investment performance for this product.

Total net return was 8.8%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.

(2) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.

(3) Information presented in the AUM column for this vehicle is not meaningful as the product was fully realized during fiscal year 2025.

(4) Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable and recycled capital which has been reinvested, and periodic investor closes, as applicable.

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GP Minority Stakes (1)

Blue Owl GP Stakes I 2011 $ 773 $ 1,284 $ 1,266 $ 818 $ 559 $ 1,377 1.24x 1.09x 3.6 % 1.2 %

Blue Owl GP Stakes II 2014 $ 2,757 $ 2,153 $ 1,963 $ 1,156 $ 2,036 $ 3,192 1.94x 1.63x 12.4 % 8.4 %

Blue Owl GP Stakes III 2015 $ 9,505 $ 5,318 $ 3,292 $ 4,588 $ 5,286 $ 9,874 3.79x 3.00x 28.0 % 21.6 %

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GAAP Results of Operations Analysis

As a result of the Prima Acquisition, KAM Acquisition, Atalaya Acquisition and IPI Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends.

Prima’s, KAM’s, Atalaya’s and IPI’s results of operations are included from June 6, 2024, July 1, 2024, September 30, 2024, and January 3, 2025, respectively.

Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024

Three Months Ended September 30,

(dollars in thousands) 2025 2024 $ Change

Management fees, net (includes Part I Fees of $150,441 and $140,676)

$ 645,655 $ 523,309 $ 122,346

Administrative, transaction and other fees 82,147 77,289 4,858

Performance revenues 188 280 (92)

Total Revenues, Net 727,990 600,878 127,112

Compensation and benefits 341,374 271,107 70,267

Amortization of intangible assets 92,652 68,674 23,978

General, administrative and other expenses 181,288 121,329 59,959

Total Expenses 615,314 461,110 154,204

Net gains on investments 9,736 3,748 5,988

Interest and dividend income 11,645 12,213 (568)

Interest expense (42,352) (34,102) (8,250)

Change in TRA liability (2,980) 6,849 (9,829)

Change in warrant liability — (6,300) 6,300

Change in earnout liability (33,404) (10,056) (23,348)

Total Other Loss (57,355) (27,648) (29,707)

Income Before Income Taxes 55,321 112,120 (56,799)

Income tax expense 7,948 12,796 (4,848)

Consolidated Net Income 47,373 99,324 (51,951)

Net income attributable to noncontrolling interests (41,063) (69,519) 28,456

Net Income Attributable to Blue Owl Capital Inc.

$ 6,310 $ 29,805 $ (23,495)

Revenues, Net

Management Fees .

The increase in management fees was primarily due to the drivers below.

See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.

• Credit increased $76.4 million, including an increase in Part I Fees o f $10.9 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products.

Additionally, management fees from alternative credit products increased $19.1 million, primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024.

• Real Assets increased $42.1 million, primarily due to management fees of $30.4 million related to digital infrastructure products as a result of the IPI Acquisition that closed at the start of the first quarter of 2025.

Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

• GP Strategic Capital increased $3.8 million , primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.

Administrative, Transaction and Other Fees .

The increase in administrative, transaction and other fees was driven primarily by the following:

• $9.5 million increase in dealer manager revenues, primarily due to growth in the distribution of OCIC and ORENT.

• $3.9 million decrease in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.

Compensation and Benefits.

Compensation and benefits expenses increased primarily due to the following:

• $35.2 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

• $21.7 million increase in amortization primarily related to recurring annual equity grants, driven by additional grants made during the fourth quarter of 2024 in connection with year-end bonus compensation.

• $13.4 million increase in amortization related to acquisition-related equity compensation, primarily due to the Atalaya Earnouts (as defined in Note 3 to the financial statements in our Annual Report), as the Atalaya Acquisition closed near the end of the third quarter of 2024.

Amortization of Intangible Assets.

Amortization of intangible assets increased $24.0 million, primarily due to intangible assets acquired in connection with the IPI Acquisition and Atalaya Acquisition.

General, Administrative and Other Expenses .

General, administrative and other expenses increased primarily due to the following:

• $60.4 million increase related to the Services Agreement (as defined in Note 1 to our Financial Statements), which was entered into in January 2025.

See Note 10 to our Financial Statements for additional details on the Services Agreement.

• $43.2 million offsetting decrease in Transaction Expenses (as defined below), primarily due to lower costs incurred in the current-year period, compared to costs incurred in the prior-year period related to the KAM Acquisition and Atalaya Acquisition.

• $10.0 million increase in dealer manager expenses, primarily due to growth in the distribution of OCIC and ORENT.

• $5.3 million increase related to expense support for certain products that we manage.

• $27.5 million increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, driven by our continued growth.

Interest Expense .

The increase in interest expense was primarily driven by higher average debt outstanding, reflecting a higher average balance on our Revolving Credit Facility (as defined in Note 7 to our Financial Statements).

Change in Earnout Liability .

The change in the earnout liability for the current year period was primarily driven by the change in fair value of the KAM Earnouts (as defined in Note 3 to the financial statements in our Annual Report).

Income Tax Expense

The change in income tax expense was due to lower pre-tax income in the current period as a result of the drivers discussed above.

Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.

Net Income Attributable To Noncontrolling Interests

Net income attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s net income due to the drivers discussed above.

The Common Units represent an approximately 58% and 61% weighted average economic interest in the Blue Owl Operating Group for the three months ended September 30, 2025 and 2024, respectively.

The year-over-year decline in the Common Units’ interest in the Blue Owl Operating Group was driven by exchanges of Common Units for Class A Shares.

Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024

Nine Months Ended September 30,

Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025

Three Months Ended March 31,

(dollars in thousands) 2026 2025 $ Change

Management fees, net (includes Part I Fees of $420,962 and $390,279)

Management and other fees, net (includes Part I Fees of $138,028 and $132,556)

$ 747,746 $ 677,174 $ 70,572

Administrative, transaction and other fees 233,893 224,592 9,301

Performance revenues 6,065 6,312 (247)

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Change in TRA liability (2,395) (4,276) 1,881

Change in warrant liability — (17,950) 17,950

Change in earnout liability 16,100 2,318 13,782

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Revenues, Net

Management Fees .

Management and Other Fees, Net .

The increase in management and other fees is due to increases of $59.7 million from management fees, and $21.8 million from administrative, transaction and other fees, partially offset by an increase of $10.9 million in fee offsets.

Fee offsets refers to management fee offsets as a result of amortization of incentives paid to certain investors in our products.

The increase in management fees was primarily due to the drivers below.

See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.

• Credit increased $239.7 million, including an increase in Part I Fees of $33.4 million , primarily due to continued fundraising and deployment of capital within new and existing direct lending products.

Additionally, management fees from alternative credit products increased $59.6 million , primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024, as well as an increase in management fees of $37.2 million from investment grade credit products, primarily as a result of the KAM Acquisition closing in July 2024.

• Real Assets increased $173.5 million, primarily due to management fees of $130.9 million related to digital infrastructure products as a result of the IPI Acquisition that closed at the start of the first quarter of 2025.

Management fees from digital infrastructure included $35.1 million of catch-up fees, substantially all of which were paid as contingent consideration to the sellers of the IPI business.

Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

• GP Strategic Capital increased $23.1 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.

Administrative, Transaction and Other Fees .

• Credit increased $52.1 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products, including management fees from alternative credit products which increased $9.2 million.

• Real Assets increased $2.7 million, primarily due to higher management fees of $18.5 million driven by continued fundraising and capital deployment within new and existing Real Assets products, particularly ORENT, partially offset by the change in management fees related to digital infrastructure products which reflects $21.0 million of catch-up fees related to the IPI Acquisition during the first quarter of 2025.

• GP Strategic Capital increased $4.9 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by fee step downs from prior vintage GP minority stakes products.

The increase in administrative, transaction and other fees was driven primarily by the following:

• $28.1 million increase in dealer manager revenues, primarily due to growth in the distribution of OCIC and ORENT.

• $17.1 million increase in administrative fees, driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.

• $35.8 million offsetting decrease in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.

• $9.8 million increase in fee income earned for services provided to portfolio companies.

• $7.2 million increase in administrative fees, primarily driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.

• $4.8 million increase in dealer manager revenues, primarily due to growth in sales of net lease products.

The increase in fee offsets of $10.9 million was driven by alternative credit and digital infrastructure products.

Compensation and Benefits.

Compensation and benefits expenses increased, primarily due to the following:

• $140.9 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

• $17.8 million increase in amortization primarily related to recurring annual equity grants, driven by additional grants made during the fourth quarter of 2025 in connection with year-end bonus compensation.

• $45.2 million increase in amortization related to acquisition-related equity compensation, primarily due to the Atalaya Earnouts, as the Atalaya Acquisition closed in the third quarter of 2024.

• $16.9 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

• $15.3 million increase in amortization primarily related to acquisition-related equity compensation, driven by the Atalaya Earnouts.

See Note 3 to the financial statements in our Annual Report for additional information.

Amortization of Intangible Assets.

Amortization of intangible assets increased $90.0 million, primarily due to intangible assets acquired in connection with the IPI Acquisition, Atalaya Acquisition, KAM Acquisition and Prima Acquisition.

General, Administrative and Other Expenses .

General, administrative and other expenses increased, primarily driven by the following:

• $178.8 million increase related to the Services Agreement, which was entered into in January 2025.

General, administrative and other expenses decreased, primarily driven by the following:

• $25.8 million decrease in Transaction Expenses (as defined below) primarily driven by expenses in the first quarter of 2025 due to the IPI Acquisition, as well as the mergers of certain of our BDCs.

• $7.2 million decrease related to the Services Agreement, which was entered into in January 2025.

See Note 10 to our Financial Statements for additional details on the Services Agreement.

• $28.5 million offsetting decrease in Transaction Expenses, as costs incurred related to the IPI Acquisition and BDC-related corporate actions in the current-year period were lower than the costs incurred related to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition in the prior-year period.

• $27.8 million increase related to dealer manager expenses, primarily due to growth in the distribution of OCIC and ORENT.

• $13.8 million increase related to expense support for certain products that we manage.

• $76.7 million increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, driven by our continued growth.

Interest Expense .

The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) in April 2024 and June 2024, and a higher average balance on our Revolving Credit Facility.

Change in TRA Liability.

The change in the TRA liability for the current year period was driven by the passage of time.

The change in the TRA liability for the prior period was driven by a higher discount rate.

Change in Warrant Liability .

The change in the warrant liability for the prior period was driven by the increase in the price of our Class A Shares.

All remaining outstanding warrants were exercised in November 2024.

• $9.6 million offsetting increase related to expense support for certain products that we manage.

• $4.6 million offsetting increase related to dealer manager expenses, primarily due to growth in the distribution of Blue Owl Digital Infrastructure Trust and ORENT.

• $11.9 million offsetting increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, and professional fees, driven by our continued growth.

Net gains (losses) on investments.

The change in net gains (losses) on investments for the current year period was driven by the change in fair value of the preferred equity investment made in April 2024 in Kuvare UK Holdings.

Change in Earnout Liability.

Income Tax Expense

The change in income tax expense was due to lower pre-tax income in the current period as a result of the drivers discussed above.

The change in income tax expense was due to higher pre-tax income in the current period as a result of the drivers discussed above.

Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.

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Net income attributable to noncontrolling interests primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s net income due to the drivers discussed above.

The Common Units represented an approximately 59% and 64% weighted average economic interest in the Blue Owl Operating Group for the nine months ended September 30, 2025 and 2024, respectively.

The year-over-year decline in the Common Units’ interest in the Blue Owl Operating Group was driven by exchanges of Common Units for Class A Shares.

The Common Units represented an approximately 56% weighted average economic interest in the Blue Owl Operating Group for the three months ended March 31, 2026.

Non-GAAP Analysis

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Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following:

noncontrolling interests in the Blue Owl Operating Partnerships;

noncontrolling interests in Blue Owl Holdings;

equity-based compensation expense;

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Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA.

Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares.

Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.).

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Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.

Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024

Fee-Related Earnings and Distributable Earnings Summary

Three Months Ended September 30,

Three Months Ended March 31,

(dollars in thousands) 2026 2025 $ Change

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Distributable Earnings $ 292,542 $ 262,516 $ 30,026

Fee-Related Earnings and Distributable Earnings for the three months ended September 30, 2025 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.

Three Months Ended September 30,

FRE Margin 58.4 % 57.2 %

Fee-Related Earnings and Distributable Earnings for the three months ended March 31, 2026 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.

Three Months Ended March 31,

(dollars in thousands) 2026 2025 $ Change

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Other 16,062 9,933 6,129

Management Fees, Net (1)

401,605 325,210 76,395

Administrative, transaction and other fees 27,671 31,192 (3,521)

FRE performance revenues 188 280 (92)

FRE Revenues - Credit Platform 429,464 356,682 72,782

Real Assets Platform

Net lease 50,963 41,246 9,717

Real estate credit 10,462 8,459 2,003

Digital infrastructure 30,415 — 30,415

Management Fees, Net 91,840 49,705 42,135

Administrative, transaction and other fees 634 456 178

FRE performance revenues — — —

FRE Revenues - Real Assets Platform 92,474 50,161 42,313

GP Strategic Capital Platform

GP minority stakes 157,486 152,633 4,853

GP debt financing 4,501 6,120 (1,619)

Professional sports minority stakes 1,267 757 510

Management Fees, Net (2)

Management Fees (1)

406,455 354,374 52,081

Administrative, transaction and other fees 21,135 17,550 3,585

FRE Revenues - GP Strategic Capital Platform 165,059 161,484 3,575

Total FRE Revenues $ 686,997 $ 568,327 $ 118,670

(1) Includes $2.2 million and $0.7 million of catch-up fees for the three months ended September 30, 2025 and 2024, respectively.

(2) Includes $0.5 million and $2.6 million of catch-up fees for the three months ended September 30, 2025 and 2024, respectively.

FRE Management Fees .

For the three months ended September 30, 2025, the increase in FRE management fees was primarily driven by the following:

Additionally, management fees from alternative credit products increased $19.1 million, primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024.

Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

• GP Strategic Capital increased $3.7 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.

FRE Administrative, Transaction and Other Fees .

For the three months ended September 30, 2025, the decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $3.9 million in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.

Three Months Ended September 30,

(dollars in thousands) 2025 2024 $ Change

FRE compensation and benefits $ 208,163 $ 171,916 $ 36,247

FRE general, administrative and other expenses 86,587 59,188 27,399

Total FRE Expenses $ 294,750 $ 231,104 $ 63,646

FRE Compensation and Benefits.

For the three months ended September 30, 2025, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

FRE General, Administrative and Other Expenses .

For the three months ended September 30, 2025, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, reflecting our increased headcount due to our continued growth.

Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024

Fee-Related Earnings and Distributable Earnings Summary

Nine Months Ended September 30,

(dollars in thousands) 2025 2024 $ Change

FRE revenues $ 1,953,239 $ 1,574,881 $ 378,358

FRE expenses 837,756 636,016 201,740

Net income allocated to noncontrolling interests included in Fee-Related Earnings (35,574) (25,830) (9,744)

Fee-Related Earnings $ 1,079,909 $ 913,035 $ 166,874

Distributable Earnings $ 926,532 $ 814,071 $ 112,461

Fee-Related Earnings and Distributable Earnings for the nine months ended September 30, 2025 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.

Nine Months Ended September 30,

(dollars in thousands) 2025 2024 $ Change

Credit Platform

Direct lending $ 961,881 $ 830,296 $ 131,585

Alternative credit 60,258 671 59,587

Investment grade credit 50,507 13,260 37,247

Liquid credit 18,398 21,285 (2,887)

Other 32,951 18,809 14,142

Management Fees, Net (1)

Fee offsets (2)

(7,356) — (7,356)

Administrative, transaction and other fees 68,163 97,170 (29,007)

Total FRE Management and Other Fees, Net 420,234 371,924 48,310

FRE performance revenues 729 850 (121)

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Digital infrastructure 34,809 32,914 1,895

Management Fees, Net (2)

273,064 133,248 139,816

Management Fees 112,130 90,131 21,999

Administrative, transaction and other fees 7,490 595 6,895

Fee offsets (2)

(3,516) — (3,516)

Total FRE Management and Other Fees, Net 116,104 90,726 25,378

FRE performance revenues 3,950 3,205 745

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Professional sports minority stakes 1,165 643 522

Management Fees, Net (3)

Management Fees (3)

156,303 151,478 4,825

Administrative, transaction and other fees 2,563 2,009 554

Total FRE Management and Other Fees, Net 158,866 153,487 5,379

FRE Revenues - GP Strategic Capital Platform 158,866 153,487 5,379

Total FRE Revenues $ 699,883 $ 620,192 $ 79,691

(1) Includes $9.2 million and $1.2 million of catch-up fees for the nine months ended September 30, 2025 and 2024, respectively.

(2) Includes $1.5 million of catch-up fees for the nine months ended September 30, 2025.

There were no catch-up fees for the nine months ended September 30, 2024.

(3) Includes $1.3 million and $5.1 million of catch-up fees for the nine months ended September 30, 2025 and 2024, respectively.

FRE Management Fees .

For the nine months ended September 30, 2025, the increase in FRE management fees was primarily driven by the following:

• Credit increased $239.7 million, including an increase in Part I Fees of $33.4 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products.

• Real Assets increased $139.8 million, primarily due to management fees of $97.2 million related to digital infrastructure products as a result of the IPI Acquisition that closed at the start of the first quarter of 2025.

Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

• GP Strategic Capital increased $23.9 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.

(1) Includes $7.5 million and $1.7 million of catch-up fees for the three months ended March 31, 2026 and 2025, respectively.

(2) Refers to management fee offsets as a result of amortization of incentives paid to certain investors in our products.

(3) Includes $0.3 million and $0.4 million of catch-up fees for the three months ended March 31, 2026 and 2025, respectively.

Management Fees .

For the three months ended March 31, 2026, the increase in management fees was primarily driven by the following:

• Real Assets increased $22.0 million, driven by continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

FRE Administrative, Transaction and Other Fees .

For the nine months ended September 30, 2025, the decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $35.8 million in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.

Nine Months Ended September 30,

For the three months ended March 31, 2026, the increase in FRE administrative, transaction and other fees was driven primarily by an increase of $11.0 million in fee income earned for services provided to portfolio companies.

The increase in fee offsets was driven by alternative credit and digital infrastructure products.

Three Months Ended March 31,

(dollars in thousands) 2026 2025 $ Change

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FRE Compensation and Benefits.

For the nine months ended September 30, 2025, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

For the three months ended March 31, 2026, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

FRE General, Administrative and Other Expenses .

For the nine months ended September 30, 2025, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, reflecting our increased headcount due to our continued growth.

For the three months ended March 31, 2026, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, reflecting our increased headcount due to our continued growth.

Non-GAAP Reconciliations

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Please see “—Non-GAAP Analysis” for important information regarding these measures.

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025

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Change in TRA liability 2,395 4,276

Change in warrant liability — 6,300 — 17,950

Change in earnout liability (16,100) (2,318)

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Distributable Earnings $ 292,542 $ 262,516

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025

GAAP Management Fees $ 663,844 $ 604,186

Strategic Revenue-Share Purchase consideration amortization 11,044 11,116

IPI Acquisition-related catch-up fees payable to sellers — (19,319)

FRE Management Fees $ 674,888 $ 595,983

Three Months Ended March 31,

(dollars in thousands) 2026 2025

GAAP Administrative, Transaction, and Other Fees $ 94,774 $ 72,988

Reimbursed expenses (63,586) (52,834)

FRE Administrative, Transaction and Other Fees $ 31,188 $ 20,154

Three Months Ended March 31,

(dollars in thousands) 2026 2025

Performance Revenues $ 6,065 $ 6,312

DE performance revenues (1,386) (2,257)

FRE Performance Revenues $ 4,679 $ 4,055

Three Months Ended March 31,

(dollars in thousands) 2026 2025

GAAP Revenues $ 753,811 $ 683,486

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FRE Revenues $ 699,883 $ 620,192

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025

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FRE Compensation and Benefits $ 201,347 $ 187,922

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025

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FRE General, Administrative and Other Expenses $ 89,806 $ 77,283

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025

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We rely on management fees as the primary source of our operating liquidity.

From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis.

From time to time we may rely on the use of our Revolving Credit Facility (as defined in Note 7 to our Financial Statements) between management fee collection dates, which generally occur on a quarterly basis.

We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.

We ended the third quarter of 2025 with $137.3 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility.

We ended the first quarter of 2026 with $190.5 million of cash and cash equivalents and approximately $1.1 billion available under our Revolving Credit Facility.

Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.

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Debt Obligations

As of September 30, 2025, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).

We also had $770.0 million outstanding under our Revolving Credit Facility as of September 30, 2025, which was amended in August 2025, among other things, to increase the total borrowing capacity to $2.425 billion (subject to a potential increase to $3.0 billion upon the satisfaction of certain conditions) and to extend the maturity date to August 8, 2030.

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

The Third Amendment to the Amended and Restated Credit Agreement is included as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 8, 2025, incorporated by reference in Exhibit 10.1 to this report.

As of March 31, 2026, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034 (the “2034 Notes”) and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).

We also had $1.360 billion outstanding under our Revolving Credit Facility as of March 31, 2026.

As of May 1, 2026, $940.0 million was outstanding under the Revolving Credit Facility.

We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders.

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As discussed in Note 8 to our Financial Statements, we made a payment under the TRA and may in the future be required to make additional payments.

As of September 30, 2025, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.7 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).

As of March 31, 2026, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Holdings assets, we expect to pay approximately $1.7 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).

Future cash savings and related payments under the TRA in respect of subsequent exchanges of Common Units for Class A or B Shares would be in addition to these amounts.

Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.

The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units (as defined in Note 1 to our Financial Statements) and not of the Blue Owl Operating Group.

We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to the Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.

The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:

• The amount and timing of our taxable income will impact the payments to be made under the TRA.

To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Group’s assets, payments required under the TRA would be reduced.

• The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Group’s assets resulting from such exchange;

We may need to incur debt to finance payments under the TRA to the extent Blue Owl Holdings does not distribute cash to the Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.

The actual increase in tax basis of the assets of Blue Owl Holdings resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:

• The amount of our taxable income will impact the timing of payments to be made under the TRA.

To the extent that we do not have sufficient taxable income in a particular taxable year to utilize the amortization deductions available as a result of the increased tax basis of the assets of Blue Owl Holdings, payments required under the TRA for such taxable year would be reduced (absent a change of control or other circumstances requiring an early termination payment).

• The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the assets of Blue Owl Holdings resulting from such exchange;

payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.

• The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.

• The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.

• The composition of the assets of Blue Owl Holdings at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount and timing of future payments under the TRA resulting from any future exchanges.

• The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the assets of Blue Owl Holdings as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.

• The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.

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Share Repurchases and RSUs Withheld for Tax Withholding

On February 5, 2025, Blue Owl’s Board authorized the 2025 Program (as defined in Note 1 to our Financial Statements).

In February 2025, Blue Owl’s Board authorized the 2025 Program.

Under the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

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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.

We repurchased 114,228 Class A Shares under the 2025 Program during the nine months ended September 30, 2025.

There were no repurchases made under the 2025 Program during the three months ended September 30, 2025.

We repurchased 1,710,117 Class A Shares, for an aggregate of $25.0 million, under the 2025 Program during the three months ended March 31, 2026.

Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations.

In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash.

During the three and nine months ended September 30, 2025, 1,141,914 RSUs with a fair value of $22.4 million and 3,391,683 RSUs with a fair value of $76.2 million, respectively, were withheld to satisfy tax withholding obligations.

During the three and nine months ended September 30, 2024, 950,196 RSUs with a fair value of $16.8 million and 1,951,014 RSUs with a fair value of $34.9 million, respectively, were withheld to satisfy tax withholding obligations.

During the three months ended March 31, 2026, 2,599,536 RSUs with a fair value of $32.0 million were withheld to satisfy tax withholding obligations.

Earnout Liability

The KAM Earnouts (as defined in Note 3 to the financial statements in our Annual Report) are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur.

The KAM Earnouts are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur.

As we approach each triggering event with respect to the KAM Earnouts, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.

To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future.

For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements in our Annual Report.

The Prima Earnouts (as defined in Note 3 to the financial statements in our Annual Report) and Atalaya Earnouts are payable in Class A Shares or Common Units.

For additional information on these earnout liabilities, see Note 3 to the financial statements in our Annual Report.

The Prima Earnouts and Atalaya Earnouts (each as defined in Note 3 to the financial statements in our Annual Report) are payable in Class A Shares or Common Units.

As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and the achievement of certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.

The earnout liability related to the IPI Acquisition, including the IPI Subsequent Payment (as defined in Note 3 to our Financial Statements), was settled during the second quarter of 2025.

The earnout liability related to the IPI Acquisition, including the IPI Subsequent Payment (as defined in Note 3 to the financial statements in our Annual Report), was settled during the second quarter of 2025.

For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.

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Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for a given year, which will be reassessed on an annual basis.

For the first quarter of 2026, we declared a dividend of $0.23 to shareholders of record as of the close of business on May 13, 2026, which will be paid on May 27, 2026.

We set the target annual dividend for fiscal year 2026 at $0.92 per Class A Share (representing a fixed quarterly dividend of $0.23 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.

Accordingly, for the third quarter of 2025, we declared a dividend of $0.225 to holders of record as of the close of business on November 10, 2025, which will be paid on November 24, 2025.

We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings.

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Cash Flows Analysis

Nine Months Ended September 30,

Three Months Ended March 31,

(dollars in thousands) 2026 2025 $ Change

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Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations.

One of our largest operating cash outflows generally relates to year-end bonuses, which are generally paid out during the first quarter of the year following the year in which the expense was incurred (e.g., 2024 year-end bonuses are paid out during the first quarter of 2025).

One of our largest operating cash outflows generally relates to year-end bonuses, which are generally paid out during the first quarter of the year following the year in which the expense was incurred (e.g., 2025 year-end bonuses were paid out during the first quarter of 2026).

Net cash flows from operating activities increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.

Included in the nine months ended September 30, 2024 were the cash outflows of the portion of the Second Oak Street Earnout classified as contingent consideration in excess of the acquisition-date fair value that settled in January 2024;

the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.

Net cash flows from operating activities for the three months ended March 31, 2025 decreased from the prior year period due to higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year, partially offset by higher management fees.

Investing Activities.

Cash flows from investing activities for the nine months ended September 30, 2025 were primarily related to cash consideration paid in connection with the IPI Acquisition, investments in our products and cash outflows for office space-related leasehold improvements.

Cash flows from investing activities for the three months ended March 31, 2026 were primarily related to investments in our products and cash outflows for office space-related leasehold improvements.

In addition, investment activities included inflows from redemptions from a product we manage.

Cash flows from investing activities for the nine months ended September 30, 2024 were primarily related to cash consideration paid in connection with the KAM Acquisition, Atalaya Acquisition, and Prima Acquisition, a preferred equity investment in Kuvare UK Holdings, investments in our products and cash outflows for office space-related leasehold improvements.

In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.

Cash flows from investing activities for the three months ended March 31, 2025 were primarily related to cash consideration paid in connection with the IPI Acquisition, investments in our products and cash outflows for office space-related leasehold improvements.

In addition, investment activities included inflows from redemptions from a product we manage.

Financing Activities.

Cash flows from financing activities for the nine months ended September 30, 2025 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used, in part, to finance the IPI Acquisition.

In addition, we had distributions on our Common Units (noncontrolling interests), dividends on our Class A Shares, as well as withholdings on vested RSUs.

Included in the nine months ended September 30, 2025, was the cash portion of the IPI Subsequent Payment (as defined in Note 3 to our Financial Statements) that was settled in the second quarter of 2025, which amount represented catch-up fees earned from ODI III that were passed on to the IPI sellers.

Cash flows from financing activities for the nine months ended September 30, 2024 were primarily related to the issuance of our 2034 Notes and borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance the Prima Acquisition, the KAM Acquisition and the Atalaya Acquisition.

Cash flows from financing activities for the three months ended March 31, 2026 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance working capital needs and general corporate purposes.

In addition, we had distributions on our Common Units (noncontrolling interests), dividends on our Class A Shares, as well as withholdings on vested RSUs and amounts paid under the TRA.

Cash flows from financing activities for the three months ended March 31, 2025 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used, in part, to finance the IPI Acquisition.

In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares.

Included in the nine months ended September 30, 2024 was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.

Critical Accounting Estimates

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We generally undertake a qualitative review of factors that may indicate whether an impairment exists.

We take into account factors such as the adverse impacts to FPAUM, management fees and general economic conditions that require judgment in deciding whether a quantitative analysis should be undertaken.

We take into account factors such as projections for FPAUM, revenue and general economic conditions that require judgment in deciding whether a quantitative analysis should be undertaken.

Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets.

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Impact of Changes in Accounting on Recent and Future Trends

We believe that none of the changes to GAAP that went into effect during the nine months ended September 30, 2025, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.

We believe that none of the changes to GAAP that went into effect during the three months ended March 31, 2026, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis