Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans
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.”
Item 6. Exhibits
See Exhibit Index on the following page.
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Exhibit Index
Exhibit Number Description
3.1
Amended and Restated Certificate of Incorporation of Blue Owl Capital Inc. (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on May 5, 2025)
3.2
Amended and Restated Bylaws of Blue Owl Capital Inc. (incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on November 9, 2021)
31.1 *
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
31.2 *
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
31.3 *
Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 **
Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 **
Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3 **
Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 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)
* Filed herewith
** Furnished herewith. This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings
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SIGNATURES
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.
Date: May 1, 2026
Blue Owl Capital Inc.
By: /s/ Alan Kirshenbaum
Alan Kirshenbaum
Chief Financial Officer
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INDEX TO FINANCIAL STATEMENTS
Page
Consolidated Statements of Financial Condition as of March 31, 2026 and December 31, 2025
F- 2
Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025
F- 3
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025
F- 4
Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025
F- 5
Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025
F- 7
Notes to Consolidated Financial Statements F- 8
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Blue Owl Capital Inc.
Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Per Share Data)
March 31,
2026 December 31,
2025
Assets
Cash and cash equivalents $ 190,457 $ 194,512
Due from related parties 706,156 694,056
Investments (includes $ 379,009 and $ 358,153 at fair value and $ 176,112 and $ 162,747 of investments in the Company’s products, respectively)
511,030 484,389
Operating lease assets 449,113 456,204
Strategic Revenue-Share Purchase consideration, net 318,163 329,207
Deferred tax assets 1,422,365 1,413,528
Intangible assets, net 2,804,262 2,888,800
Goodwill 5,624,469 5,624,469
Other assets, net 388,710 382,519
Total Assets $ 12,414,725 $ 12,467,684
Liabilities
Debt obligations, net $ 3,825,829 $ 3,324,426
Accrued compensation 289,625 525,550
Operating lease liabilities 530,689 538,147
TRA liability (includes $ 95,748 and $ 106,793 at fair value, respectively)
1,612,609 1,658,999
Earnout liability, at fair value 147,600 163,700
Deferred tax liabilities 40,106 39,663
Accounts payable, accrued expenses and other liabilities 180,659 163,000
Total Liabilities 6,627,117 6,413,485
Commitments and Contingencies (Note 8)
Stockholders’ Equity
Class A Shares, par value $ 0.0001 per share, 2,500,000,000 authorized, 675,802,413 and 667,278,210 issued and outstanding, respectively
68 67
Class C Shares, par value $ 0.0001 per share, 1,500,000,000 authorized, 578,948,693 and 584,552,295 issued and outstanding, respectively
58 58
Class D Shares, par value $ 0.0001 per share, 350,000,000 authorized, 304,299,203 and 304,449,203 issued and outstanding, respectively
30 30
Additional paid-in capital 3,843,448 3,812,770
Accumulated deficit ( 1,744,454 ) ( 1,609,455 )
Accumulated other comprehensive income 474 1,892
Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. 2,099,624 2,205,362
Stockholders’ equity attributable to noncontrolling interests 3,687,984 3,848,837
Total Stockholders’ Equity 5,787,608 6,054,199
Total Liabilities and Stockholders’ Equity $ 12,414,725 $ 12,467,684
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
2026 2025
Revenues
Management and other fees, net (includes Part I Fees of $ 138,028 and $ 132,556 , respectively)
$ 747,746 $ 677,174
Performance revenues 6,065 6,312
Total Revenues, Net 753,811 683,486
Expenses
Compensation and benefits 375,874 325,940
Amortization of intangible assets 84,538 89,473
General, administrative and other expenses 183,910 190,779
Total Expenses 644,322 606,192
Other Loss
Net gains (losses) on investments 4,755 ( 7,700 )
Interest and dividend income 11,765 11,230
Interest expense ( 43,881 ) ( 38,524 )
Change in TRA liability ( 2,395 ) ( 4,276 )
Change in earnout liability 16,100 2,318
Total Other Loss ( 13,656 ) ( 36,952 )
Income Before Income Taxes 95,833 40,342
Income tax expense 16,240 3,672
Consolidated Net Income 79,593 36,670
Net income attributable to noncontrolling interests ( 64,051 ) ( 29,240 )
Net Income Attributable to Blue Owl Capital Inc. $ 15,542 $ 7,430
Earnings per Class A Share
Basic $ 0.02 $ 0.01
Diluted $ 0.02 $ 0.00
Weighted-Average Class A Shares
Basic (1)
680,422,783 625,854,106
Diluted 681,072,472 638,492,523
(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares. These RSUs do not participate in dividends until settled in Class A Shares. See Note 12.
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
2026 2025
Consolidated Net Income $ 79,593 $ 36,670
Other comprehensive loss - cash flow hedges, net of tax ( 3,150 ) —
Comprehensive Income 76,443 36,670
Comprehensive income attributable to noncontrolling interests ( 62,319 ) ( 29,240 )
Comprehensive Income Attributable to Blue Owl Capital Inc. $ 14,124 $ 7,430
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
2026 2025
Class A Shares Par Value
Beginning balance $ 67 $ 61
Share exchanges 1 2
Ending Balance $ 68 $ 63
Class C Shares Par Value
Beginning balance $ 58 $ 58
Class C Shares and Common Units issued in connection with IPI Acquisition, including IPI Subsequent Payment — 4
Share exchanges ( 1 ) ( 1 )
Shares delivered on vested Common Units 1 —
Ending Balance $ 58 $ 61
Class D Shares Par Value
Beginning balance $ 30 $ 31
Ending Balance $ 30 $ 31
Additional Paid-in Capital
Beginning balance $ 3,812,770 $ 3,269,239
Deferred taxes on capital transactions 19,560 19,011
TRA liability on capital transactions ( 16,014 ) ( 79,507 )
Equity-based compensation 18,510 14,572
Withholding taxes on vested RSUs ( 12,543 ) ( 19,957 )
Class A Share repurchases ( 25,000 )
Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 46,165 376,234
Ending Balance $ 3,843,448 $ 3,579,592
Accumulated Deficit
Beginning balance $ ( 1,609,455 ) $ ( 1,141,631 )
Cash dividends declared on Class A Shares ( 150,541 ) ( 110,010 )
Net income attributable to Blue Owl Capital Inc. 15,542 7,430
Ending Balance $ ( 1,744,454 ) $ ( 1,244,211 )
Accumulated Other Comprehensive Income
Beginning balance $ 1,892 $ —
Other comprehensive loss attributable to Blue Owl Capital Inc. ( 1,418 ) —
Ending Balance $ 474 $ —
Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. $ 2,099,624 $ 2,335,536
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Blue Owl Capital Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
2026 2025
Stockholders’ Equity Attributable to Noncontrolling Interests
Beginning balance $ 3,848,837 $ 3,678,278
Equity-based compensation 152,696 131,681
Contributions 2,408 9,707
Distributions ( 312,680 ) ( 267,746 )
Withholding taxes on vested RSUs ( 19,431 ) ( 33,433 )
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 IPI Acquisition, including IPI Subsequent Payment — 922,171
Net income attributable to noncontrolling interests 64,051 29,240
Other comprehensive loss attributable to noncontrolling interests ( 1,732 ) —
Ending Balance $ 3,687,984 $ 4,093,664
Total Stockholders’ Equity $ 5,787,608 $ 6,429,200
Cash Dividends Paid per Class A Share $ 0.225 $ 0.180
Number of Class A Shares
Beginning balance 667,278,210 608,346,194
Class A Share repurchases ( 1,710,117 ) —
Shares delivered on vested RSUs 3,493,920 2,811,835
Share exchanges 6,740,400 14,494,362
Ending Balance 675,802,413 625,652,391
Number of Class C Shares
Beginning balance 584,552,295 579,980,769
Class C Shares and Common Units issued in connection with IPI Acquisition, including IPI Subsequent Payment — 39,091,754
Share exchanges ( 6,590,400 ) ( 12,698,156 )
Shares delivered on vested Common Units 986,798 1,186,802
Ending Balance 578,948,693 607,561,169
Number of Class D Shares
Beginning balance 304,449,203 310,415,409
Share exchanges ( 150,000 ) ( 1,796,206 )
Ending Balance 304,299,203 308,619,203
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
Three Months Ended March 31,
2026 2025
Cash Flows from Operating Activities
Consolidated net income $ 79,593 $ 36,670
Adjustments to reconcile consolidated net income to net cash from operating activities:
Amortization of intangible assets 84,538 89,473
Equity-based compensation 195,522 169,676
Depreciation and amortization of fixed assets 6,380 5,557
Amortization of debt discounts and deferred financing costs 1,994 1,932
Non-cash interest and dividend income ( 9,773 ) ( 8,573 )
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 earnout liability ( 16,100 ) ( 2,318 )
Deferred income taxes 11,193 1,898
Changes in operating assets and liabilities:
Due from related parties ( 12,100 ) ( 73,943 )
Strategic Revenue-Share Purchase consideration 11,044 11,116
Other assets, net ( 1,738 ) ( 35,665 )
Accrued compensation ( 260,241 ) ( 212,518 )
Accounts payable, accrued expenses and other liabilities 14,063 19,379
Net Cash Provided by Operating Activities 102,808 17,586
Cash Flows from Investing Activities
Purchases of fixed assets ( 13,825 ) ( 13,340 )
Purchases of investments ( 38,341 ) ( 22,205 )
Proceeds from investment sales and maturities 25,066 43,229
Cash consideration paid for acquisitions, net of cash acquired — ( 204,707 )
Net Cash Used in Investing Activities ( 27,100 ) ( 197,023 )
Cash Flows from Financing Activities
Proceeds from debt obligations 1,040,000 959,997
Debt issuance costs — ( 12 )
Repayments of debt obligations ( 540,000 ) ( 360,000 )
Payments under the TRA ( 64,799 ) ( 53,110 )
Withholding taxes on vested RSUs ( 31,974 ) ( 53,390 )
Dividends paid on Class A Shares ( 150,541 ) ( 110,010 )
Class A Share repurchases ( 25,000 ) —
Contributions from noncontrolling interests 5,231 9,237
Distributions to noncontrolling interests ( 312,680 ) ( 267,746 )
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
Cash and Cash Equivalents, End of Period $ 190,457 $ 97,618
Supplemental Information
Cash paid for interest $ 22,360 $ 13,294
Cash paid for income taxes $ 6,550 $ 5,207
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
1. ORGANIZATION
Blue Owl Capital Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager. Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, Real Assets and GP Strategic Capital platforms on behalf of institutional and private wealth clients.
The Company operates through one operating and reportable segment that provides asset management services to clients. 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 revenue in the United States. The Company’s Chief Operating Decision Makers (“CODMs”) are its Co-CEOs. The Company concluded that it has a single operating segment, as this reflects how the CODMs allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with a single expense pool.
The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings,” and collectively with its consolidated subsidiaries, the “Blue Owl Operating Group”). The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through its wholly owned subsidiaries, Blue Owl Capital GP Holdings LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”).
Acquisitions
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 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. See Note 10 for additional information regarding the Services Agreement.
Registrant’s Capital Structure
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
Class C Shares 578,948,693
Class D Shares 304,299,203
RSUs 36,170,764
Class A Shares —Shares of Class A common stock that are publicly traded. Class A stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”). 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 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.
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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 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.
Class D Shares —Shares of Class D common stock that are not publicly traded. 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 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.
RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members. An RSU entitles the holder to receive a Class A Share, or cash equal to the fair value of a Class A Share at the election of the Board, upon completion of a requisite service period. RSUs granted to date do not accrue dividend equivalents. RSU grants are accounted for as equity-based compensation. See Note 10 for additional information.
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 March 31, 2026:
Units March 31, 2026
GP Units 675,802,413
Common Units 883,247,896
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. 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) 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 Unit holders are entitled to distributions in the same amount per unit as declared on GP Units.
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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 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
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. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.
Pursuant to the terms of the Company’s RSU awards, upon the vesting of RSUs to employees, the Company net settles awards to satisfy employee tax withholding obligations. In such instances, the Company cancels a number of RSUs equivalent in value to the amount of tax withholding payments that the Company is making on behalf of employees out of available cash.
The following table presents 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 March 31,
(dollars in thousands) 2026 2025
Fair value of shares purchased pursuant to the 2025 Program $ 25,000 $ —
Number of shares purchased pursuant to the 2025 Program 1,710,117 —
Fair value of RSUs withheld to satisfy tax withholding obligations $ 31,974 $ 53,390
Number of RSUs withheld to satisfy tax withholding obligations 2,599,536 2,230,158
Acquisitions-Related Earnouts
In connection with certain Acquisitions, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events. See Note 3 and Note 10 for additional information regarding earnout arrangements for certain acquisitions. See Note 1 and Note 3 to the financial statements in the Company’s Annual Report (as defined below) for additional information regarding earnout arrangements for certain other acquisitions.
Common Unit Exchanges
From time to time, the Company exchanges Common Units and Class C Shares for an equal number of Class A Shares. As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and tax receivable agreement (“TRA”) liability in connection with the exchanges. See the consolidated statements of changes in stockholders’ equity for these amounts.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These unaudited, interim, consolidated financial statements (“Financial Statements”) are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. All intercompany transactions and balances have been eliminated in consolidation. The notes are an integral part of the Company’s Financial Statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s Financial Statements have been included and are of a normal and recurring nature. These interim Financial Statements should be read in conjunction with the annual report for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on Form 10-K (the “Annual Report”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the Financial Statements. 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; (iii) the fair value of equity-based compensation grants; (iv) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration) and earnout liabilities; (v) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets; (vi) the fair value of net identifiable assets acquired in business combinations, as well as the determination of whether amounts paid or payable represent consideration or compensation; and (vii) the qualitative and quantitative assessments of whether impairments of intangible assets and goodwill exist. Inherent in such estimates and judgments relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are assumptions about the Company’s strategic plans with regard to its operations. While management believes that the estimates utilized in preparing the Financial Statements are reasonable and prudent, actual results could differ materially from those estimates.
New Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the FASB. ASUs not listed below were not applicable, not expected to have a material impact on the Company’s Financial Statements when adopted or did not have a material impact on the Company’s Financial Statements upon adoption.
Standard Description Effective Date and
Method of Adoption Impact on Financial Statements
ASU 2024-03 & ASU 2025-01 —Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses The ASU requires additional disclosures of the nature of expenses included in the income statement. The guidance requires footnote disclosures in a tabular format, disaggregating certain costs and expenses that include any of the following expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depletion. All public business entities are required to adopt the ASU prospectively for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.
The Company plans to adopt the ASU beginning with the Form 10-K for the fiscal year ending December 31, 2027.
The guidance is expected to have minimal impact on the Company’s Consolidated Financial Statements presentation and disclosure because the relevant expenses are disaggregated in the Consolidated Statements of Operations.
3. ACQUISITIONS AND INTANGIBLE ASSETS, NET
Acquisitions
For additional information on the Company’s acquisitions, see Note 1 and Note 3 to the financial statements in the Company’s Annual Report.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
Intangible Assets, Net
The following table summarizes the Company’s intangible assets, net:
(dollars in thousands) March 31,
2026 December 31,
2025 Remaining Weighted-Average Amortization Period as of March 31, 2026
Intangible assets, gross:
Investment management agreements $ 3,505,420 $ 3,505,420 10.8 years
Investor relationships 575,300 575,300 7.5 years
Total intangible assets, gross 4,080,720 4,080,720
Accumulated amortization:
Investment management agreements ( 1,062,152 ) ( 990,915 )
Investor relationships ( 214,306 ) ( 201,005 )
Total accumulated amortization ( 1,276,458 ) ( 1,191,920 )
Total Intangible Assets, Net $ 2,804,262 $ 2,888,800
The following table presents expected future amortization of finite-lived intangible assets as of March 31, 2026:
(dollars in thousands)
Period Amortization
April 1, 2026 to December 31, 2026 $ 257,923
2027 323,050
2028 316,681
2029 310,933
2030 276,023
Thereafter 1,319,652
Total $ 2,804,262
4. INVESTMENTS AND FAIR VALUE DISCLOSURES
The following table presents the components of the Company’s investments:
(dollars in thousands) March 31,
2026 December 31,
2025
Preferred equity investment, at fair value $ 303,685 $ 290,594
Equity investments in the Company’s products, equity method 71,499 67,391
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
Equity investments in the Company’s products, at fair value
70,949 61,906
Investments in the Company’s CLOs, at fair value 4,375 5,653
Total $ 511,030 $ 484,389
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
Fair Value Measurements Categorized within the Fair Value Hierarchy
Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid. Significant judgment and estimation go into the assumptions that drive the fair value of these assets and liabilities. The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.
GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.
Financial assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values:
• Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date.
• 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. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.
• Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation. The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields).
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. 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.
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Table of Contents
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
Preferred equity investment — — 303,685 303,685
Equity investments in the Company’s products — 70,949 — 70,949
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
Liabilities, at Fair Value
TRA liability $ — $ — $ 95,748 $ 95,748
Earnout liability — — 147,600 147,600
Total Liabilities, at Fair Value $ — $ — $ 243,348 $ 243,348
December 31, 2025
(dollars in thousands) Level I Level II Level III Total
Investments, at Fair Value
Preferred equity investment $ — $ — $ 290,594 $ 290,594
Equity investments in the Company’s products — 61,906 — 61,906
CLOs — — 5,653 5,653
Total Assets, at Fair Value $ — $ 61,906 $ 296,247 $ 358,153
Liabilities, at Fair Value
TRA liability $ — $ — $ 106,793 $ 106,793
Earnout liability — — 163,700 163,700
Total Liabilities, at Fair Value $ — $ — $ 270,493 $ 270,493
F-14
Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
Reconciliation of Fair Value Measurements Categorized within Level III
Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other loss in the consolidated statements of operations. 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 months ended March 31, 2026 and 2025:
Three Months Ended March 31, 2026 Level III Assets
(dollars in thousands) Preferred Equity CLOs Total
Beginning balance $ 290,594 $ 5,653 $ 296,247
Purchases (1)
9,096 — 9,096
Net gains (losses) 3,995 ( 1,278 ) 2,717
Ending Balance $ 303,685 $ 4,375 $ 308,060
Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 3,995 $ ( 1,278 ) $ 2,717
(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
Beginning balance $ 267,169 $ 5,169 $ 272,338
Purchases (1)
8,081 3,986 12,067
Net losses ( 6,987 ) ( 1,453 ) ( 8,440 )
Ending Balance $ 268,263 $ 7,702 $ 275,965
Change in net unrealized losses on assets still recognized at the reporting date $ ( 6,987 ) $ ( 1,453 ) $ ( 8,440 )
(1) Preferred equity purchases includes $ 8.1 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
Beginning balance $ 106,793 $ 163,700 $ 270,493
Issuances — — —
Settlements ( 14,100 ) — ( 14,100 )
Net (gains) losses 3,055 ( 16,100 ) ( 13,045 )
Ending Balance $ 95,748 $ 147,600 $ 243,348
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
Issuances — 140,083 140,083
Settlements ( 14,556 ) — ( 14,556 )
Net (gains) losses 3,527 ( 2,315 ) 1,212
Ending Balance $ 97,228 $ 305,680 $ 402,908
Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 3,527 $ ( 2,315 ) $ 1,212
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Table of Contents
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
Preferred Equity Investment
The fair value of the preferred equity investment is determined using a discounted cash flow model, which estimates the present value of future expected cash flows. The key inputs in this model include the projected cash flows attributable to the preferred interest and the discount rate. The expected cash flows are based on management’s forecasts and projections, taking into consideration market conditions and redemption of the preferred interest. The discount rate applied reflects the time value of money and the risks associated with the preferred interest, which includes assumptions about the risk-free rate, credit risk, and market volatility. This investment is generally classified as Level III.
Equity Investments in the Company’s Products
The fair value of equity investments in the Company’s products is determined based on the published net asset value of these investments, as such values are the price at which contributions and redemptions are effectuated on a monthly basis. These investments are generally classified as Level II. The remaining balance is generally redeemable on a monthly basis at the Company’s option.
CLOs
The fair value of CLOs is determined based on inputs from independent pricing services. These investments are classified as Level III. The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality.
TRA Liability
The TRA liability related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows. The remaining TRA liability on the Company’s consolidated statements of financial condition is not measured at fair value.
Earnout Liability
As of 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. For other earnouts, the Company uses a discounted cash flow model, which estimates the present value of future expected cash flows. The key inputs in this model include the projected cash flows attributable to the respective earnout and the discount rate.
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
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 March 31, 2026:
(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input
Assets
Preferred equity $ 303,685 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
CLOs 4,375 Discounted cash flow Yield 11 % - 15 % 12 % Decrease
Total Assets, at Fair Value $ 308,060
Liabilities
TRA liability $ 95,748 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
Earnout liability 147,600 Monte Carlo Simulation Volatility 21 % - 24 % 22 % Increase
Total Liabilities, at Fair Value $ 243,348
The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2025:
(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input
Assets
Preferred equity $ 290,594 Discounted cash flow Discount Rate 14 % - 14 % 14 % Decrease
CLOs 5,653 Discounted cash flow Yield 10 % - 14 % 12 % Decrease
Total Assets, at Fair Value $ 296,247
Liabilities
TRA liability $ 106,793 Discounted cash flow Discount Rate 13 % - 13 % 13 % Decrease
Earnout liability 163,700 Monte Carlo Simulation Volatility 21 % - 24 % 22 % Increase
Total Liabilities, at Fair Value $ 270,493
Fair Value of Other Financial Instruments
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.
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Table of Contents
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.
5. LEASES
The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices. The operating lease for the Company’s headquarters does not include any renewal options; 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 March 31,
Lease Cost 2026 2025
Operating lease cost $ 15,565 $ 10,746
Short term lease cost 172 699
Net Lease Cost $ 15,737 $ 11,445
(dollars in thousands) Three Months Ended March 31,
Supplemental Lease Cash Flow Information 2026 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 14,958 $ 9,177
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 1,212 $ 25,086
Lease Term and Discount Rate March 31,
2026 December 31,
2025
Weighted-average remaining lease term:
Operating leases 12.7 years 12.9 years
Weighted-average discount rate:
Operating leases 5.7 % 5.7 %
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
(dollars in thousands)
Future Maturity of Operating Lease Payments Operating Leases
April 1, 2026 to December 31, 2026 $ 46,786
2027 63,369
2028 49,672
2029 46,056
2030 64,753
Thereafter 497,921
Total Lease Payments 768,557
Imputed interest ( 237,868 )
Total Lease Liabilities $ 530,689
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 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.
6. OTHER ASSETS, NET
(dollars in thousands) March 31,
2026 December 31,
2025
Fixed assets, net:
Leasehold improvements $ 228,564 $ 215,658
Furniture and fixtures 45,659 43,187
Computer hardware and software 15,286 14,946
Accumulated depreciation and amortization ( 61,231 ) ( 54,850 )
Fixed assets, net 228,278 218,941
Prepaid expenses 41,684 33,456
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
Other assets 20,610 26,900
Total $ 388,710 $ 382,519
F-19
Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
7. DEBT OBLIGATIONS, NET
The following tables summarize outstanding debt obligations of the Company:
March 31, 2026
(dollars in thousands) Maturity
Date
Aggregate
Facility
Size
Outstanding
Debt
Amount Available
Net Carrying Value
2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 59,189
2031 Notes 6/10/2031 700,000 700,000 — 691,221
2032 Notes 2/15/2032 400,000 400,000 — 394,520
2034 Notes 4/18/2034 1,000,000 1,000,000 — 982,042
2051 Notes 10/7/2051 350,000 350,000 — 338,857
Revolving Credit Facility 8/8/2030 2,450,000 1,360,000 1,079,244 1,360,000
Total $ 4,959,800 $ 3,869,800 $ 1,079,244 $ 3,825,829
December 31, 2025
(dollars in thousands) Maturity
Date
Aggregate
Facility
Size
Outstanding
Debt
Amount Available
Net Carrying Value
2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 59,115
2031 Notes 6/10/2031 700,000 700,000 — 690,796
2032 Notes 2/15/2032 400,000 400,000 — 394,286
2034 Notes 4/18/2034 1,000,000 1,000,000 — 981,481
2051 Notes 10/7/2051 350,000 350,000 — 338,748
Revolving Credit Facility 8/8/2030 2,450,000 860,000 1,579,244 860,000
Total $ 4,959,800 $ 3,369,800 $ 1,579,244 $ 3,324,426
Revolving Credit Facility
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 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.
8. 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 Blue Owl Holdings related to the Business Combination and any subsequent exchanges of Common Units for shares of the Registrant or cash.
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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. In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions.
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 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
April 1, 2026 to December 31, 2026 $ —
2027 77,082
2028 101,006
2029 107,511
2030 116,803
Thereafter 1,314,369
Total Payments 1,716,771
Less adjustment to fair value for contingent consideration ( 104,162 )
Total TRA Liability $ 1,612,609
Unfunded Product Commitments
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
In the normal course of business, the Company enters into contracts that contain indemnities or guarantees for related parties of the Company, including the Company’s products, as well as persons acting on behalf of the Company or such related parties and third parties. 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 March 31, 2026, the Company has not had prior claims or losses pursuant to these arrangements.
Litigation
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.
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Table of Contents
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.
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
9. REVENUES
The following table presents a disaggregated view of the Company’s revenues:
Three Months Ended March 31,
(dollars in thousands) 2026 2025
Credit Platform
Direct lending $ 337,468 $ 299,089
Alternative credit 30,370 21,185
Investment grade credit 17,803 16,687
Liquid credit 4,752 7,480
Other 16,062 9,933
Management Fees 406,455 354,374
Administrative, transaction and other fees 56,636 51,610
Fee offsets (1)
( 7,356 ) —
Total Management and Other Fees, Net 455,735 405,984
Performance revenues 2,115 2,956
Total GAAP Revenues - Credit Platform 457,850 408,940
Real Assets Platform
Net lease 65,379 46,836
Real estate credit 11,942 10,381
Digital infrastructure 34,809 52,233
Management Fees 112,130 109,450
Administrative, transaction and other fees 25,082 10,506
Fee offsets (1)
( 3,516 ) —
Total Management and Other Fees, Net 133,696 119,956
Performance revenues 3,950 3,356
Total GAAP Revenues - Real Assets Platform 137,646 123,312
GP Strategic Capital Platform
GP minority stakes 150,340 148,443
GP debt financing 4,798 2,392
Professional sports minority stakes 1,165 643
Strategic Revenue-Share Purchase consideration amortization ( 11,044 ) ( 11,116 )
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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
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. Substantially all of the amounts receivable are collected during the following quarter. A liability for unearned management fees is generally recognized when management fees are paid to the Company in advance. The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period. Management fees are primarily included within due from related parties and a portion is also included within other assets in the Company’s consolidated statements of financial condition. 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.
Three Months Ended
March 31,
(dollars in thousands) 2026 2025
Management Fees Receivable
Beginning balance $ 448,195 $ 356,413
Ending balance $ 457,319 $ 451,389
Administrative, Transaction and Other Fees Receivable
Beginning balance $ 111,690 $ 67,920
Ending balance $ 97,645 $ 66,434
Performance Revenues Receivable
Beginning balance $ 1,381 $ 1,672
Ending balance $ 26 $ 2,323
Unearned Management Fees
Beginning balance $ 3,866 $ 7,613
Ending balance $ 4,346 $ 6,918
The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration. 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
March 31,
(dollars in thousands) 2026 2025
Beginning balance $ 329,207 $ 373,528
Amortization ( 11,044 ) ( 11,116 )
Ending Balance $ 318,163 $ 362,412
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
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
10. 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, 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 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 March 31,
(dollars in thousands) 2026 2025
Business Combination grants $ 16,853 $ 11,485
Acquisition related 85,686 82,999
Other 92,983 75,192
Equity-Based Compensation Expense $ 195,522 $ 169,676
Corresponding tax benefit $ 760 $ 2,278
Fair value of RSUs settled in Class A Shares $ 42,975 $ 67,315
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Table of Contents
Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
Services Agreement
Under the terms of the Services Agreement, ICONIQ will receive Incentive Units as compensation for the services performed. The Incentive Units will be issued in two tranches. The first tranche, consisting of 14,175,000 Incentive Units, is expected to be issued in 2026, contingent upon achieving certain future targets outlined in the Services Agreement. The grant date fair value of these Incentive Units was $ 319.5 million, or $ 22.54 per unit, determined based on the Company’s Class A Share price, adjusted for the lack of dividend participation during the service period prior to issuance. The second tranche of Incentive Units is expected to be issued in 2028, contingent upon achieving certain future targets outlined in the Services Agreement. The estimated value of these additional Incentive Units, which assumes total commitments of $ 10.0 billion for the next vintage drawdown digital infrastructure product, was approximately $ 464.4 million as of March 31, 2026.
Incentive Units issued under this agreement will be fully vested upon issuance. The Company is recognizing the total estimated expense related to the Services Agreement over the expected substantive service period, in a manner consistent with the recognition of such expenses if the payments were made in cash. Such expenses are included within the acquisition related line item in the table above and within general, administrative and other expenses in the Company’s consolidated statements of operations. 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.
11. INCOME TAXES
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. The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for future interim periods may vary materially.
The Registrant is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. 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 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 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 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 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 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
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.
12. EARNINGS PER SHARE
The table below presents the treatment for basic and diluted earnings per share for the Registrant’s outstanding instruments, as well as the treatment for diluted earnings per share for the Blue Owl Operating Group’s outstanding instruments. Instruments that could potentially dilute the earnings are included in the calculation only if they would have a dilutive effect.
Basic Diluted
Class A Shares (1)
Included Included
Class B Shares None outstanding None outstanding
Class C Shares and Class D Shares Non-economic voting shares of the Registrant Non-economic voting shares of the Registrant
Vested RSUs (1)
Included Included
Unvested RSUs Excluded Treasury stock method
Prima Earnouts - portion payable in Class A Shares (2)
Contingently issuable shares Contingently issuable shares
Potentially Dilutive Instruments of the Blue Owl Operating Group:
Vested Common Units and Incentive Units (3)
n/a If-converted method
Unvested Incentive Units (3)
n/a The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
Prima Earnouts - portion payable in Common Units (2)
n/a Contingently issuable shares - If-converted method
Compensation-classified Atalaya Earnouts (4)
n/a Contingently issuable shares - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
Contingent consideration-classified Atalaya Earnouts (4)
n/a Contingently issuable shares - If-converted method
Services Agreement-related Incentive Units (5)
n/a Contingently issuable shares - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units
IPI Subsequent Payment (6)
n/a Contingently issuable shares - If-converted method
(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares, as such shares are issuable for no consideration. These RSUs do not participate in dividends until settled in Class A Shares. 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
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
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 $ 15,542 680,422,783 $ 0.02
Effect of dilutive securities:
Unvested RSUs — 649,689 —
Vested Common Units — — 887,248,097
Vested Incentive Units — — 15,044,601
Unvested Incentive Units — — 16,636,000
Diluted $ 15,542 681,072,472 $ 0.02
Three Months Ended March 31, 2025 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 $ 7,430 625,854,106 $ 0.01
Effect of dilutive securities:
Unvested RSUs — 9,651,868 —
Vested Common Units — — 924,730,180
Vested Incentive Units — — 8,529,261
Unvested Incentive Units — — 20,926,375
IPI Subsequent Payment ( 5,696 ) 2,986,549 —
Diluted $ 1,734 638,492,523 $ 0.00
13. RELATED PARTY TRANSACTIONS
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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
(dollars in thousands) March 31,
2026 December 31,
2025
Management fees $ 433,056 $ 430,539
Performance revenues 26 1,381
Administrative fees 97,645 111,690
Other expenses paid on behalf of the Company’s products and other related parties 175,429 150,446
Due from Related Parties $ 706,156 $ 694,056
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 $ 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 $ 31.5 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.
Expense Support and Caps Arrangements
The Company is party to expense support and cap arrangements with certain of the products it manages. Pursuant to these arrangements, the Company may absorb certain expenses of these products when in excess of stated expense caps or until such products reach certain profitability, cash flow or fundraising thresholds. 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 $ 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.
Aircraft Reimbursements
In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates. The reimbursement may be recovered from a product managed by the Company in accordance with applicable policies and procedures to the extent that such reimbursement is eligible under such product’s agreements. The Company does not bear any operating, personnel or maintenance costs associated with the aircraft. Personal use of the aircraft is not charged to the Company. 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 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 amount 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 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.
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Blue Owl Capital Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2026
Investment Sale with Deferred Purchase Price
On December 30, 2024, the Company sold an investment in a product it manages to another product managed by the Company for cash consideration of $ 22.3 million and a deferred, non-interest bearing amount due of $ 44.5 million, payable in two equal installments on December 31, 2025 and December 31, 2026. 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 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.
14. SUBSEQUENT EVENTS
Dividend
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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.