What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-05-01 compared with 2025-11-03 · 235 added, 418 removed, 691 unchanged (49% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

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

During the fiscal quarter ended March 31, 2026 , none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

See Exhibit Index on the following page.

7 unchanged sentences

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

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

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

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

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

8 unchanged sentences

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

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

(i) the Consolidated Statements of Financial Condition as of March 31, 2026 and December 31, 2025, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025, (v) the Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, and (vi) the Notes to the Consolidated Financial Statements

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

3 unchanged sentences

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

November 3, 2025

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

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

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

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

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

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

Consolidated Statements of Financial Condition as of March 31, 2026 and December 31, 2025

Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025

Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025

Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025

Notes to Consolidated Financial Statements F- 8

2 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

September 30,

2026 December 31,

36 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

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

2025 2024 2025 2024

Management fees, net (includes Part I Fees of $ 150,441 , $ 140,676 , $ 420,962 and $ 390,279 respectively)

Three Months Ended March 31,

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

$ 747,746 $ 677,174

Administrative, transaction and other fees 82,147 77,289 233,893 224,592

Performance revenues 6,065 6,312

8 unchanged sentences

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

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

Change in earnout liability 16,100 2,318

18 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Consolidated Net Income $ 79,593 $ 36,670

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

Other comprehensive loss - cash flow hedges, net of tax ( 3,150 ) —

Comprehensive Income 76,443 36,670

6 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Class A Shares Par Value

Beginning balance $ 67 $ 61

Shares delivered on vested RSUs — — — 1

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

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

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

Share exchanges 1 2

Ending Balance $ 68 $ 63

1 unchanged sentence

Beginning balance $ 58 $ 58

Settlement of Oak Street Earnout Securities — — — 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

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

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

Share exchanges ( 1 ) ( 1 )

Shares delivered on vested Common Units 1 —

2 unchanged sentences

Beginning balance $ 30 $ 31

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

Ending Balance $ 30 $ 31

1 unchanged sentence

Beginning balance $ 3,812,770 $ 3,269,239

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

Deferred taxes on capital transactions 19,560 19,011

4 unchanged sentences

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 46,165 376,234

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

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

Other — — 3 —

Ending Balance $ 3,843,448 $ 3,579,592

3 unchanged sentences

Net income attributable to Blue Owl Capital Inc.

6,310 29,805 31,166 88,841

Ending Balance $ ( 1,744,454 ) $ ( 1,244,211 )

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

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

2025 2024 2025 2024

Accumulated Other Comprehensive Income

Beginning balance $ 1,892 $ —

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

( 78 ) — 2,347 —

Other comprehensive loss attributable to Blue Owl Capital Inc.

Ending Balance $ 474 $ —

1 unchanged sentence

$ 2,099,624 $ 2,335,536

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

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 ( 46,165 ) ( 376,234 )

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 — 922,171

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

Net income attributable to noncontrolling interests 64,051 29,240

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

Other comprehensive loss attributable to noncontrolling interests ( 1,732 ) —

Ending Balance $ 3,687,984 $ 4,093,664

5 unchanged sentences

Shares delivered on vested RSUs 3,493,920 2,811,835

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

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

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

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

Other — — 294 —

Share exchanges 6,740,400 14,494,362

Ending Balance 675,802,413 625,652,391

1 unchanged sentence

Beginning balance 584,552,295 579,980,769

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 — 39,091,754

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

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

Share exchanges ( 6,590,400 ) ( 12,698,156 )

Shares delivered on vested Common Units 986,798 1,186,802

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

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

Ending Balance 578,948,693 607,561,169

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

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

2025 2024 2025 2024

Number of Class D Shares

Beginning balance 304,449,203 310,415,409

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

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

Share exchanges ( 150,000 ) ( 1,796,206 )

Ending Balance 304,299,203 308,619,203

3 unchanged sentences

(Dollars in Thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities

6 unchanged sentences

Non-cash interest and dividend income ( 9,773 ) ( 8,573 )

Non-cash lease expense 16,965 27,148

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

Net change in operating lease assets and operating lease liabilities ( 367 ) 2,268

Net (gains) losses on investments, net of dividends on equity-method investments ( 3,595 ) 8,358

Change in TRA liability 2,395 4,276

Change in warrant liability — 17,950

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

14 unchanged sentences

Cash Flows from Financing Activities

Offering costs related to the Acquisitions — ( 245 )

Proceeds from debt obligations 1,040,000 959,997

1 unchanged sentence

Repayments of debt obligations ( 540,000 ) ( 360,000 )

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

Payments under the TRA ( 64,799 ) ( 53,110 )

4 unchanged sentences

Distributions to noncontrolling interests ( 312,680 ) ( 267,746 )

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

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

Net Cash Provided by (Used in) Financing Activities ( 79,763 ) 124,966

Net Decrease in Cash and Cash Equivalents ( 4,055 ) ( 54,471 )

Cash and cash equivalents, beginning of period 194,512 152,089

6 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

Blue Owl Capital Inc.

3 unchanged sentences

The Company’s, and therefore the single segment’s, primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management.

The Company generates substantially all of its revenues in the United States.

The Company generates substantially all of its revenue in the United States.

The Company’s Chief Operating Decision Makers (“CODMs”) are its Co-CEOs.

1 unchanged sentence

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 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”).

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.

Business Combination and Acquisitions

On May 19, 2021, the Company completed the transactions contemplated by the business combination agreement dated as of December 23, 2020 (as was 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 business from Neuberger (the “Dyal 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”).

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”).

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”).

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”).

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

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”).

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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

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 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 acquisitions listed above are referred to as the “Acquisitions.”

The IPI Acquisition collectively with the acquisitions listed in Note 1 to the financial statements in the Company’s Annual Report (as defined 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.

1 unchanged sentence

Registrant’s Capital Structure

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

September 30, 2025

The following table presents the number of shares of the Registrant and RSUs that were outstanding as of March 31, 2026:

March 31, 2026

Class A Shares 675,802,413

4 unchanged sentences

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

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

As of March 31, 2026, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represented a combined 20 % of the total voting power of all shares.

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

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

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

As of March 31, 2026, 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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

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.

1 unchanged sentence

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 in connection with the consummation of that certain business combination transaction on May 19, 2021 through which the Company became a publicly traded entity (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.

4 unchanged sentences

See Note 10 for additional information.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Blue Owl Operating Group’s Capital Structure

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

Units September 30, 2025

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of March 31, 2026:

Units March 31, 2026

GP Units 675,802,413

1 unchanged sentence

Incentive Units 33,362,466

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).

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

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 also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant due to the 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 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.

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.

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 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.

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

Incentive Units —Incentive Units are Class P limited partner interests in Blue Owl Holdings 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, 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.

As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities.

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

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

however, unvested Incentive Unit holders receive tax distributions on unvested units to cover a portion or all of the tax liabilities related to taxable income allocated to such units.

Share Repurchases and RSUs Withheld for Tax Withholding

On February 5, 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.

3 unchanged sentences

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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(dollars in thousands) 2026 2025

Fair value of shares purchased pursuant to the 2025 Program (excluding commission costs) $ — $ — $ 1,691 $ —

Fair value of shares purchased pursuant to the 2025 Program $ 25,000 $ —

Number of shares purchased pursuant to the 2025 Program 1,710,117 —

3 unchanged sentences

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 for information regarding earnout arrangements related to the IPI Acquisition.

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

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

3 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

Securities and Exchange Commission (“SEC”) on Form 10-K (the “Annual Report”).

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-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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Use of Estimates

1 unchanged sentence

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.

(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.

5 unchanged sentences

Method of Adoption Impact on Financial Statements

ASU 2023-09—Income Taxes (Topic 740):

Improvements to Income Tax Disclosures The ASU enhances income tax disclosures for public business entities by requiring entities to disclose:

• A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e.

expected) tax further broken out by nature and/or jurisdiction.

• Income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, and amounts paid to individual jurisdictions when 5% or more of the total income taxes are paid.

The ASU also includes other amendments, such as replacing the term ‘public entity’ with ‘public business entity’ and the removal of certain disclosures.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The amendments in this update should be applied on a prospective basis.

Retrospective application is permitted.

The Company plans to adopt the ASU beginning with the Form 10-K for the fiscal year ending December 31, 2025.

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

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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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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 liability 140,083

Total Consideration $ 1,305,691

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Cash and cash equivalents $ 1,107

Due from related parties 40,550

Intangible assets:

Investment management agreements 240,000

Investor relationships 105,000

Total intangible assets 345,000

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

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

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

ACQUISITIONS AND INTANGIBLE ASSETS, NET

For additional information on the Company’s acquisitions, see Note 1 and Note 3 to the financial statements in the Company’s Annual Report.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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

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.

The following table summarizes the Company’s goodwill:

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

Beginning balance $ 4,699,465

IPI Acquisition 923,835

Atalaya Acquisition adjustment 1,169

Ending Balance $ 5,624,469

March 31, 2026

Intangible Assets, Net

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

(dollars in thousands) September 30,

(dollars in thousands) March 31,

2026 December 31,

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

2025 Remaining Weighted-Average Amortization Period as of March 31, 2026

Intangible assets, gross:

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Total Intangible Assets, Net $ 2,804,262 $ 2,888,800

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

The following table presents expected future amortization of finite-lived intangible assets as of March 31, 2026:

(dollars in thousands)

Period Amortization

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

April 1, 2026 to December 31, 2026 $ 257,923

Thereafter 1,319,652

Total $ 2,804,262

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Pro Forma Financial Information

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

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

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

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.

INVESTMENTS AND FAIR VALUE DISCLOSURES

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

(dollars in thousands) September 30,

(dollars in thousands) March 31,

2026 December 31,

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Equity investments in the Company’s products, equity method 71,499 67,391

Loans and deferred purchase price receivable, at amortized cost (includes $ 49,571 and $ 48,094 of investments in the Company’s products, respectively)

Loans and deferred purchase price receivable, at amortized cost (includes $ 29,289 and $ 27,797 in the Company’s products, respectively)

60,522 58,845

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Total $ 511,030 $ 484,389

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

Fair Value Measurements Categorized within the Fair Value Hierarchy

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• Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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

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

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

September 30, 2025

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

The tables below summarize the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

March 31, 2026

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

Cash Equivalents, at Fair Value

Money market funds $ 55,016 $ — $ — $ 55,016

Investments, at Fair Value

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CLOs — — 4,375 4,375

Total Investments, at Fair Value $ — $ 70,949 $ 308,060 $ 379,009

Total Assets, at Fair Value $ 55,016 $ 70,949 $ 308,060 $ 434,025

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Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

Reconciliation of Fair Value Measurements Categorized within Level III

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There were no transfers in or out of Level III.

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

Three Months Ended September 30, 2025 Level III Assets

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

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Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 3,995 $ ( 1,278 ) $ 2,717

Nine Months Ended September 30, 2025 Level III Assets

(1) Preferred equity purchases includes $ 9.1 million of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.

Three Months Ended March 31, 2025 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

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Change in net unrealized losses on assets still recognized at the reporting date $ ( 6,987 ) $ ( 1,453 ) $ ( 8,440 )

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

Three Months Ended September 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

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

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

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

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

Nine Months Ended September 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

Beginning balance $ — $ 2,521 $ 2,521

Purchases 253,585 3,700 257,285

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

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Three Months Ended September 30, 2025 Level III Liabilities

(dollars in thousands) TRA Liability Earnout Liability Total

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

Net losses 2,701 33,404 36,105

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

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

Nine Months Ended September 30, 2025 Level III Liabilities

(1) Preferred equity purchases includes $ 8.1 million of cumulative unpaid cash preferential dividends that compound quarterly and are payable when declared.

Three Months Ended March 31, 2026 Level III Liabilities

(dollars in thousands) TRA Liability Earnout Liability Total

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Settlements ( 14,100 ) — ( 14,100 )

Net losses 8,502 10,457 18,959

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

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

Three Months Ended September 30, 2024 Level III Liabilities

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

Beginning balance $ 110,290 $ 34,250 $ 23,334 $ 167,874

Issuances — — 117,000 117,000

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

Net (gains) losses 3,055 ( 16,100 ) ( 13,045 )

Ending Balance $ 95,748 $ 147,600 $ 243,348

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

Nine Months Ended September 30, 2024 Level III Liabilities

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

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 3,055 $ ( 16,100 ) $ ( 13,045 )

Three Months Ended March 31, 2025 Level III Liabilities

(dollars in thousands) TRA Liability Earnout Liability Total

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

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Settlements ( 14,556 ) — ( 14,556 )

Net losses 2,655 17,950 10,604 31,209

Net (gains) losses 3,527 ( 2,315 ) 1,212

Ending Balance $ 97,228 $ 305,680 $ 402,908

Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,851 $ 17,950 $ 10,357 $ 31,158

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 3,527 $ ( 2,315 ) $ 1,212

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

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

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This investment is generally classified as Level III.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Equity Investments in the Company’s Products

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Earnout Liability

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

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

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

As of March 31, 2026 and 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 to the financial statements in the Company’s Annual Report).

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

These models consider current progress towards revenue targets, as well as forecasts, to simulate a range of outcomes based on market inputs such as volatility.

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Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

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

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

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of March 31, 2026:

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

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TRA liability $ 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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Fair Value of Other Financial Instruments

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

As of March 31, 2026, the fair value of the Company’s debt obligations was approximately $ 3.6 billion compared to a carrying value of $ 3.8 billion, of which $ 2.1 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, 2025, the fair value of the Company’s debt obligations was approximately $ 3.2 billion, compared to a carrying value of $ 3.3 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

As of March 31, 2026 and December 31, 2025, 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 $ 621.4 million and $ 652.3 million, respectively, compared to a carrying value of $ 1.6 billion and $ 1.6 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 March 31, 2026 and December 31, 2025, 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.

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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.

(dollars in thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) Three Months Ended March 31,

Lease Cost 2026 2025

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Net Lease Cost $ 15,737 $ 11,445

(dollars in thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) Three Months Ended March 31,

Supplemental Lease Cash Flow Information 2026 2025

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Operating cash flows for operating leases $ 14,958 $ 9,177

$ 2,892 $ 6,087 $ 20,835 $ 4,594

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 1,212 $ 25,086

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

Lease Term and Discount Rate September 30,

Lease Term and Discount Rate March 31,

2026 December 31,

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Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

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

April 1, 2026 to December 31, 2026 $ 46,786

Thereafter 497,921

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

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

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

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

The Company has future operating lease payments of approximately $ 15.9 million related to leases that have not commenced that were entered into as of March 31, 2026.

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 2027 and continue for approximately 10 years.

OTHER ASSETS, NET

(dollars in thousands) September 30,

(dollars in thousands) March 31,

2026 December 31,

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Receivables 50,958 47,444

Deferred incentives paid to customers 36,946 44,953

Unamortized debt issuance costs on revolving credit facilities 10,234 10,825

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Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

DEBT OBLIGATIONS, NET

The following tables summarize outstanding debt obligations of the Company:

September 30, 2025

March 31, 2026

(dollars in thousands) Maturity

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Revolving Credit Facility

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

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

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 per annum of (a) secured overnight financing rate (“SOFR”) plus a margin of 0.875 % to 1.375 % or (b) the greater of the (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % or (iii) SOFR plus 1 %, plus a margin of 0.00 % to 0.375 %.

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

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

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

The Company is subject to an undrawn commitment fee rate of 0.07 % to 0.2 % of the daily amount of available revolving commitment.

The borrowing rates for balances outstanding under the Revolving Credit Facility as of March 31, 2026 and December 31, 2025 were 4.80 % and 4.94 %, respectively.

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

COMMITMENTS AND CONTINGENCIES

Tax Receivable Agreement

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

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

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

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

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

During the three months ended March 31, 2026 and 2025, the Company made TRA payments of $ 64.8 million and $ 53.1 million, respectively, inclusive of interest, and including $ 4.6 million and $ 4.7 million, respectively, paid to related parties.

The table below presents management’s estimate as of March 31, 2026, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

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

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

October 1, 2025 to December 31, 2025 $ —

April 1, 2026 to December 31, 2026 $ —

Thereafter 1,314,369

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Unfunded Product Commitments

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

As of March 31, 2026, the Company had unfunded investment commitments to its products of $ 65.3 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.

Indemnification and Guarantee Arrangements

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

As of March 31, 2026, 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.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

On April 27, 2026, a derivative action was brought by Richard Delman on behalf of Blue Owl Capital Corporation in the United States District Court for the Southern District of New York, alleging that Blue Owl Credit Advisors LLC (“BOCA”), an indirect subsidiary of the Company, received excessive advisory fees in violation of its statutory fiduciary duty under Section 36(b) of the Investment Company Act of 1940.

The action seeks recovery of the allegedly excessive fees, injunctive relief, costs and rescission of the Investment Advisory Agreement with BOCA pursuant to Section 47(b) of the Investment Company Act.

This litigation is in its preliminary stages.

The Company believes the claims asserted in the complaint are without merit and intends to vigorously defend against them.

The outcome of this matter is inherently uncertain, and the Company is unable to predict the ultimate outcome or estimate the amount or range of loss, if any, that may result from this matter.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

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

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(dollars in thousands) 2026 2025

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Other 16,062 9,933

Management Fees, Net 401,605 325,210 1,123,995 884,321

Management Fees 406,455 354,374

Administrative, transaction and other fees 56,636 51,610

Fee offsets (1)

Total Management and Other Fees, Net 455,735 405,984

Performance revenues 2,115 2,956

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Digital infrastructure 34,809 52,233

Management Fees, Net 91,840 49,705 306,717 133,248

Management Fees 112,130 109,450

Administrative, transaction and other fees 25,082 10,506

Fee offsets (1)

Total Management and Other Fees, Net 133,696 119,956

Performance revenues 3,950 3,356

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

Management Fees, Net 152,210 148,394 442,498 419,392

Management Fees 145,259 140,362

Administrative, transaction and other fees 13,056 10,872

Total Management and Other Fees, Net 158,315 151,234

Total GAAP Revenues - GP Strategic Capital Platform 158,315 151,234

Total GAAP Revenues $ 753,811 $ 683,486

(1) Refers to management fee offsets as a result of amortization of incentives paid to certain investors in the Company’s products.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

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

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

Nine Months Ended

September 30,

Three Months Ended

(dollars in thousands) 2026 2025

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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 from the date the consideration was paid, which represents the average period over which the related customer revenues are expected to be recognized.

Nine Months Ended

September 30,

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 March 31, 2026, the remaining weighted average amortization period was 7.2 years.

Three Months Ended

(dollars in thousands) 2026 2025

2 unchanged sentences

Ending Balance $ 318,163 $ 362,412

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 Second Amended and Restated Blue Owl Capital Inc.

2021 Omnibus Equity Incentive Plan (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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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

March 31, 2026

Starting in the third quarter of 2025, the Company paid certain investors in the Company’s products incentives that are being amortized in fee offsets 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.

The amortization amounts are presented as fee offsets in the first table above within this Note.

As of March 31, 2026, the remaining weighted average amortization period was 1.3 years.

(dollars in thousands) Three Months Ended March 31, 2026

Beginning balance $ 44,953

Deferred incentives paid to customers 2,865

Amortization ( 10,872 )

Ending Balance $ 36,946

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 -year to five-year requisite service period, although certain grants are immediately vested at grant.

As of March 31, 2026, the total number of Class A Shares and Common Units, collectively, that may be issued in respect of any RSUs, Incentive Units or other instruments awarded under the 2021 Omnibus Plan was 202,493,661 , of which 75,133,018 remain available for issuance.

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

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

The 2021 Omnibus Plan features an “evergreen” provision that provides for an automatic increase to the total number of Class A Shares and Common Units that may be issued in respect of any RSUs, Incentive Units or other instruments awarded under 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 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 Common Units have converted on a one -for-one basis into Class A Shares) minus (b) the aggregate number of Class A Shares and Common Units 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 by a lesser amount on any such date.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(dollars in thousands) 2026 2025

5 unchanged sentences

Fair value of RSUs settled in Class A Shares $ 42,975 $ 67,315

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

Services Agreement

4 unchanged sentences

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

The estimated value of these additional Incentive Units, which assumes total commitments of $ 10.0 billion for the next vintage drawdown digital infrastructure product, was approximately $ 457.7 million as of September 30, 2025.

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

1 unchanged sentence

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

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

As of March 31, 2026, unamortized expense related to the Services Agreement was $ 496.0 million, with a remaining amortization period of 2.25 years.

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

1 unchanged sentence

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

The Registrant is a domestic corporation for U.S.

1 unchanged sentence

federal and state and local corporate-level income taxes on its share of taxable income from the Blue Owl Operating Group.

Further, the Registrant’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of 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 its underlying assets and liabilities.

Further, the Registrant’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.

The tax basis and state impact of the Blue Owl Operating Group and its underlying assets and liabilities are based on estimates of the Company’s tax returns, which are subject to finalization.

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.

Blue Owl Holdings is a partnership for U.S.

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

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

federal income tax purposes subject to New York City unincorporated business tax.

The Company had an effective tax rate of 16.9 % for the three months ended March 31, 2026, and 9.1 % for the three months ended March 31, 2025.

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

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

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

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

As of March 31, 2026, the Company has not recorded any valuation allowances.

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

In the normal course of business, the tax years that remain open under the statute of limitations may be subject to examinations by the appropriate tax authorities.

The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2020.

In connection with and subsequent to the Business Combination, the Company recorded additional paid-in capital adjustments related to deferred tax assets and liabilities, as well as related impacts to the TRA liability, on capital transactions.

These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in Blue Owl Holdings, as well as portions related to the TRA liability that may eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments.

The deferred tax assets will be recovered as the basis is amortized.

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

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

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

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

In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities.

The Company is generally no longer subject to federal, state or local examinations by tax authorities for tax years prior to 2021.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

In connection with, and subsequent to, certain Acquisitions, the Company recognized various adjustments to deferred tax assets and liabilities within additional paid-in capital, as well as related impacts to the TRA liability, related to capital transactions.

These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in Blue Owl Holdings, as well as portions related to the TRA liability that will eventually lead to additional tax basis in Blue Owl Holdings upon future TRA payments.

The deferred tax assets will be recovered as the basis is amortized.

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

EARNINGS PER SHARE

9 unchanged sentences

Unvested RSUs Excluded Treasury stock method

Excluded Treasury stock method

Prima Earnouts - portion payable in Class A Shares (2)

17 unchanged sentences

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

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

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

for the period.

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

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

These vested RSUs totaled 10,454,071 and 11,431,589 for the three months ended March 31, 2026 and 2025, respectively.

(2) As of March 31, 2026, the Prima Triggering Event (as defined in Note 3 to the financial statements in the Company’s Annual Report) with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the quarter ended March 31, 2026.

Had March 31, 2026 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 quarter ended March 31, 2026.

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

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

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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

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

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

Three Months Ended September 30, 2025 Net Income

March 31, 2026

(4) As of March 31, 2026, the Atalaya Triggering Event (as defined in Note 3 to the financial statements in the Company’s Annual Report) with respect to the Atalaya Earnouts had not occurred.

Had March 31, 2026 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 quarter ended March 31, 2026.

(5) As of March 31, 2026, the contingencies related to the Services Agreement payments have not yet been resolved.

Had March 31, 2026 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 quarter ended March 31, 2026.

(6) 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.

As of March 31, 2025, the contingencies related to the IPI Subsequent Payment had not been fully resolved.

Had March 31, 2025, also been the end of the contingency period, a portion related to the IPI Subsequent Payment would have been payable, and therefore such portion of the Common Units issuable under the IPI Subsequent Payment has been included in the calculation of diluted earnings per share for the three months ended March 31, 2025.

Three Months Ended March 31, 2026 Net Income

Attributable to

9 unchanged sentences

Diluted $ 15,542 681,072,472 $ 0.02

Nine Months Ended September 30, 2025 Net Income

Three Months Ended March 31, 2025 Net Income

Attributable to

10 unchanged sentences

Diluted $ 1,734 638,492,523 $ 0.00

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Three Months Ended September 30, 2024 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)

Basic $ 29,805 575,249,883 $ 0.05

Effect of dilutive securities:

Unvested RSUs — 9,429,072 —

Warrants ( 2,397 ) 1,864,502 —

Vested Common Units 39,005 905,181,493 —

Vested Incentive Units — — 8,059,675

Unvested Incentive Units — — 21,533,293

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

Nine Months Ended September 30, 2024 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)

Basic $ 88,841 531,422,518 $ 0.17

Effect of dilutive securities:

Unvested RSUs — 9,135,488 —

Warrants ( 6,412 ) 1,792,186 —

Vested Common Units — — 923,735,043

Vested Incentive Units — — 8,457,957

Unvested Incentive Units — — 23,969,944

Diluted $ 82,429 542,350,192 $ 0.15

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.

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

(dollars in thousands) September 30,

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

(dollars in thousands) March 31,

2026 December 31,

4 unchanged sentences

Due from Related Parties $ 706,156 $ 694,056

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

Administrative Fees

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

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

These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 37.6 million and $ 30.4 million for the three months ended March 31, 2026 and 2025, respectively.

Dealer Manager Revenues

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

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

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 31.5 million and $ 26.8 million for the three months ended March 31, 2026 and 2025, respectively.

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

3 unchanged sentences

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

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

The Company recorded net expenses (recoveries) related to these arrangements of $ 8.1 million and $( 1.9 ) million for the three months ended March 31, 2026 and 2025, respectively.

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

1 unchanged sentence

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 to the extent that such reimbursement is eligible under such product’s agreements and in accordance with applicable policies and procedures.

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.

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

The Company recorded expenses for these aircraft reimbursements of $ 2.1 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

Promissory Notes

On August 8, 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 $ 250.0 million.

On November 9, 2023, the promissory note was amended to maintain the total borrowing capacity of $ 250.0 million upon repayment of borrowings and established a maturity date of June 30, 2024.

As of June 30, 2024, this promissory note was fully repaid.

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 in 2024.

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

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

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

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

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

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

As of March 31, 2026, $ 8.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million of interest income for the three months ended March 31, 2026.

As of March 31, 2025, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million of interest income for the three months ended March 31, 2025.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2026

Investment Sale with Deferred Purchase Price

1 unchanged sentence

The Company recorded a deferred purchase price receivable of $ 40.6 million for the deferred purchase price, representing the present value of these installment payments, and will recognize the discount as interest income over the two-year deferred payment period.

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

As of March 31, 2026, $ 20.8 million was outstanding under this deferred purchase price receivable, and the Company recorded $ 0.5 million of interest income for the three months ended March 31, 2026.

As of March 31, 2025, $ 41.1 million was outstanding under this deferred purchase price receivable, and the Company recorded $ 0.5 million of interest income for the three months ended March 31, 2025.

SUBSEQUENT EVENTS

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

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

On April 30, 2026, the Company announced a cash dividend of $ 0.23 per Class A Share.

The dividend is payable on May 27, 2026, to holders of record as of the close of business on May 13, 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-Q

Item 5. Other Information