What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 258 added, 94 removed, 564 unchanged (38% of the section changed)

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Risk Factors.”

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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Liquid Credit

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

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

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

All amounts shown as of June 30, 2026, totals may not sum due to rounding.

As of June 30, 2026, our AUM was $319.0 billion, which included $190.6 billion of FPAUM.

As of June 30, 2026, we had $31.1 billion in AUM not yet paying fees, providing approximately $380 million of annualized management fees once deployed.

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

Business Environment

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

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

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

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

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

During the second quarter of 2026, global equity and debt markets adapted to shifts in expectations around major themes such as inflation and the trajectory of interest rates as well as ongoing geopolitical relations and their impact to certain energy prices.

Stronger than previously indicated job growth and sticky inflation drove expectations of rate hikes, a reversal away from the forward rate cuts anticipated at the beginning of the second quarter.

Temporary periods of de-escalation in the Middle East throughout the quarter drove certain energy prices lower.

Equity market dispersion continued, with single stock volatility outpacing index volatility by a wide margin as artificial intelligence (“AI”) hardware and other perceived beneficiaries of AI spend continued to drive thematic investment.

The 10-year Treasury yield in the United States ended the second quarter of 2026 approximately 15 basis points higher than March 31, 2026 and experienced a peak to trough range of more than 40 basis points during the quarter.

The CBOE Volatility Index, or VIX, peaked above 25 during the second quarter of 2026, but mostly sat below 20 as tensions in the Middle East experienced temporary periods of de-escalation throughout the quarter.

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

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

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

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

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

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

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

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

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

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

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

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

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

Capital raising during the second quarter of 2026 was diversified across asset classes, strategies and channels, resulting in $7.8 billion of new capital commitments during the second quarter of 2026 and $50.5 billion over the last twelve months.

We ended the second quarter of 2026 with substantial available capital to deploy, reporting $31.1 billion of AUM not yet paying fees.

In Credit, gross deployment in the second quarter was robust, led by alternative credit and investment grade credit strategies.

Alternative credit has become a larger part of our Credit platform, having grown AUM 35% over the past year.

Over this time, we have meaningfully scaled both drawdown funds and our interval fund, the latter of which eclipsed its one year anniversary in the second quarter.

In direct lending, credit health remains strong and the performance of our funds and vehicles has continued to outpace their relevant public benchmarks.

We also continued to experience elevated redemption requests in certain Blue Owl managed non-traded BDCs, though such requests were moderately lower compared to the first quarter of 2026.

We continued to see deployment consistent with an industry backdrop of moderate sponsor-driven M&A activity and continued to see meaningful repayments at par, another metric demonstrating health and liquidity within the portfolio.

As of the second quarter of 2026, our Real Assets platform has expanded seven-fold in AUM since we first established our foothold in late 2021.

Over the past year alone, Real Assets AUM and revenues have each grown by more than 25%, and we were ranked #2 on PERE’s Top 100 Real Estate fundraisers globally.

Our strong presence and performance in Real Assets is due in part to our focus on sectors such as data centers, industrials and reshoring, healthcare and cold storage.

Across the platform, we see nearly $160 billion of near-term opportunities across both our digital infrastructure and net lease pipelines.

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

Over the past eight quarters, we have engaged in five strip sale transactions that in aggregate generated $4.6 billion of capital returned to investors.

We continue to see strong interest in our capital solutions from both limited partners in our funds and general partners in which we take stakes as a result of the current market landscape.

Assets Under Management

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

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

As of June 30, 2026, assets under management related to us, our executives and other employees totaled approximately $5.8 billion (including $3.0 billion related to accrued carried interest).

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

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AUM not yet paying fees could provide approximately $380 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.

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

All amounts shown as of June 30, 2026, totals may not sum due to rounding.

Permanency and Duration of Assets Under Management

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For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the remaining contractual life is five years or more, which may cause our percentage of management fees from Permanent Capital to decline.

All amounts shown as of June 30, 2026, totals may not sum due to rounding.

Changes in AUM

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

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

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

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Ending Balance $ 158,123 $ 89,368 $ 71,522 $ 319,013 $ 145,468 $ 71,486 $ 67,131 $ 284,085

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

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

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

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

Beginning Balance $ 157,757 $ 80,604 $ 69,071 $ 307,432 $ 135,710 $ 49,374 $ 66,035 $ 251,119

Acquisitions — — — — — 14,206 — 14,206

New capital raised 5,831 8,481 2,239 16,551 9,803 7,952 1,003 18,758

Change in debt 1,233 1,086 — 2,319 4,421 142 — 4,563

Distributions (9,040) (2,057) (1,135) (12,232) (5,918) (1,392) (900) (8,210)

Change in value / other 2,342 1,254 1,347 4,943 1,452 1,204 993 3,649

Ending Balance $ 158,123 $ 89,368 $ 71,522 $ 319,013 $ 145,468 $ 71,486 $ 67,131 $ 284,085

The increase in AUM for the six months ended June 30, 2026 was driven by the following:

• $5.8 billion of new capital raised, primarily driven by $3.1 billion in direct lending products reflecting continued private wealth fundraising in OCIC and OTIC, as well as new and existing products across the strategy, $1.0 billion in investment grade credit products and $0.8 billion in alternative credit products.

• $1.2 billion of additional net debt commitments, primarily in direct lending, as we continue to opportunistically manage leverage in our BDCs.

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

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

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

• $9.0 billion of distributions, which primarily relates to distributions paid from our BDCs, investment grade credit products and alternative credit products, as well as $1.1 billion of redemptions from non-traded BDCs.

• $2.3 billion of overall appreciation, primarily in our alternative credit and direct lending strategies.

The increase in AUM for the six months ended June 30, 2026 was driven by new capital raised of $8.5 billion across various products, primarily in our seventh vintage net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT and our real estate credit products, as well as $1.1 billion of additional net debt commitments, primarily in ORENT and our sixth vintage net lease product, partially offset by reductions resulting from distributions of $2.1 billion, primarily in our net lease and real estate credit strategies.

GP Strategic Capital.

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

The increase in AUM for the six months ended June 30, 2026 was driven by new capital raised of $2.2 billion, primarily in our GP minority stakes strategy, including our sixth vintage product and a continuation vehicle in conjunction with a strip sale, and appreciation of $1.3 billion, primarily in our GP minority stakes strategy, partially offset by reductions resulting from distributions of $1.1 billion in our GP minority stakes strategy.

Changes in FPAUM

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

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

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

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Ending Balance $ 97,169 $ 52,039 $ 41,382 $ 190,590 $ 93,684 $ 45,366 $ 38,432 $ 177,482

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

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

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

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

Beginning Balance $ 99,486 $ 48,752 $ 39,497 $ 187,735 $ 90,957 $ 31,500 $ 37,337 $ 159,794

Acquisitions — — — — — 10,723 — 10,723

New capital raised / deployed 3,937 4,517 2,258 10,712 6,034 3,860 1,211 11,105

Fee basis step down — (250) — (250) — — — —

Distributions (7,132) (1,379) (375) (8,886) (4,753) (1,333) (235) (6,321)

Change in value / other 878 399 2 1,279 1,446 616 119 2,181

Ending Balance $ 97,169 $ 52,039 $ 41,382 $ 190,590 $ 93,684 $ 45,366 $ 38,432 $ 177,482

The decrease in FPAUM for the six months ended June 30, 2026 was driven by the following:

• $3.9 billion in new capital raised, primarily driven by $1.7 billion in alternative credit products, $1.0 billion in investment grade credit products and $0.6 billion in strategic equity products.

• $7.1 billion of distributions, which primarily relate to distributions paid from our BDCs, and $1.1 billion of redemptions from non-traded BDCs.

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

The increase in FPAUM for the six months ended June 30, 2026 was driven by capital raised and deployed of $4.5 billion, primarily in ORENT, our real estate credit products and our seventh vintage net lease product, partially offset by distributions of $1.4 billion, primarily in our net lease strategy.

GP Strategic Capital.

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

The increase in FPAUM for the six months ended June 30, 2026 was driven by new capital raised of $2.3 billion primarily in our GP minority stakes strategy, including our sixth vintage product and a continuation vehicle in conjunction with a strip sale, partially offset by distributions of $0.4 billion, primarily in our GP minority stakes strategy.

Product Performance

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GAAP Results of Operations Analysis

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

Three Months Ended March 31,

Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

Three Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

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Total Expenses 636,641 603,824 32,817

Net gains (losses) on investments 4,755 (7,700) 12,455

Net losses on investments (1,480) (2,420) 940

Interest and dividend income 12,681 11,015 1,666

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

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

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

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

• Credit increased $23.3 million , primarily due to continued fundraising and deployment of capital within new and existing products, including management fees from direct lending and alternative credit products which increased $14.2 million and $11.6 million, respectively.

• Real Assets increased $7.4 million, primarily due to higher management fees of $20.4 million driven by continued fundraising and capital deployment within new and existing Real Assets products, particularly ORENT, partially offset by lower digital infrastructure management fees, as the prior-year period included $15.7 million of catch-up fees from Blue Owl Digital Infrastructure Fund III, substantially all of which were paid as contingent consideration to the sellers of the IPI business.

• GP Strategic Capital increased $7.5 million , primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down in a prior vintage GP minority stakes product that occurred in the fourth quarter of 2025.

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

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

• $20.0 million increase in administrative fees, primarily driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.

• $2.7 million increase in dealer manager revenues, primarily due to growth in the distribution of ORENT.

• $1.0 million increase in f ee income earned for services provided to portfolio companies.

The increase in fee offsets of $11.1 million was driven by alternative credit and digital infrastructure products.

There were no fee offsets for the three months ended June 30, 2025.

Compensation and Benefits.

Compensation and benefits expenses increased primarily due to the following:

• $19.2 million of increased amortization related to equity grants, primarily driven by annual grants made during the fourth quarter of 2025 in connection with year-end bonus compensation, as well as acquisition-related equity compensation.

• The remaining increase was due to higher compensation to existing employees, as well as increased headcount due to our continued growth.

General, Administrative and Other Expenses .

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

• $7.6 million increase in dealer manager expenses, primarily due to growth in the distribution of Blue Owl Digital Infrastructure Trust (“ODIT”), ORENT and other net lease products.

• $8.6 million offsetting decrease in Transaction Expenses (as defined below), primarily due to lower costs incurred in the current-year period, compared to costs incurred in the prior-year period related to the mergers of certain of our BDCs that occurred in 2025.

• $4.7 million increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, and professional fees, driven by our continued growth.

Change in Earnout Liability .

The change in the earnout liability for the current year period was due to an increase in the fair value of the Prima Earnouts and Atalaya Earnouts.

The change in the prior year period was primarily driven by the IPI Earnouts, as a decrease in our share price drove a decrease in the value of Common Units delivered to sellers during the second quarter of 2025 when the earnout liability was settled (each as defined in Note 3 to the financial statements in our Annual Report).

Net Income Attributable To Noncontrolling Interests

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

The Common Units represent an approximately 56% and 58% weighted average economic interest in the Blue Owl Operating Group for the three months ended June 30, 2026 and 2025, respectively.

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

Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025

Six Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

Management and other fees, net (includes Part I Fees of $275,069 and $270,521)

$ 1,500,696 $ 1,379,301 $ 121,395

Performance revenues 6,167 7,291 (1,124)

Total Revenues, Net 1,506,863 1,386,592 120,271

Compensation and benefits 735,282 652,240 83,042

Amortization of intangible assets 170,016 178,945 (8,929)

General, administrative and other expenses 375,665 378,831 (3,166)

Total Expenses 1,280,963 1,210,016 70,947

Net gains (losses) on investments 3,275 (10,120) 13,395

Interest and dividend income 24,446 22,245 2,201

Interest expense (91,621) (80,510) (11,111)

Change in TRA liability (5,313) (6,302) 989

Change in earnout liability 10,091 22,947 (12,856)

Total Other Loss (59,122) (51,740) (7,382)

Income Before Income Taxes 166,778 124,836 41,942

Income tax expense 26,521 17,470 9,051

Consolidated Net Income 140,257 107,366 32,891

Net income attributable to noncontrolling interests (113,322) (82,510) (30,812)

Net Income Attributable to Blue Owl Capital Inc.

$ 26,935 $ 24,856 $ 2,079

Revenues, Net

Management and Other Fees, Net .

The increase in management and other fees is due to increases of $97.9 million from management fees, and $45.5 million from administrative, transaction and other fees, partially offset by an increase of $21.9 million in fee offsets.

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

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

• Credit increased $75.4 million, primarily due to continued fundraising and deployment of capital within new and existing products, including management fees from direct lending and alternative credit products which increased $52.5 million and $20.8 million, respectively .

• Real Assets increased $10.1 million, primarily due to higher management fees of $40.5 million driven by continued fundraising and capital deployment within new and existing Real Assets products, particularly ORENT, partially offset by lower digital infrastructure management fees, as the prior-year period included $35.1 million of catch-up fees from Blue Owl Digital Infrastructure Fund III, substantially all of which were paid as contingent consideration to the sellers of the IPI business.

• GP Strategic Capital increased $12.4 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down in a prior vintage GP minority stakes product that occurred in the fourth quarter of 2025.

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

• $27.2 million increase in administrative fees, primarily driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.

• $10.8 million increase in fee income earned for services provided to portfolio companies.

• $7.5 million increase in dealer manager revenues, primarily due to growth in sales of net lease products.

The increase in fee offsets of $21.9 million was driven by alternative credit and digital infrastructure products.

There were no fee offsets for the six months ended June 30, 2025.

Compensation and Benefits.

Compensation and benefits expenses increased primarily due to the following:

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

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

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

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

• $47.0 million of increased amortization related to equity compensation grants, primarily driven by annual grants made during the fourth quarter of 2025 in connection with year-end bonus compensation, as well as acquisition-related equity compensation.

• The remaining increase was due to higher compensation to existing employees, as well as increased headcount due to our continued growth.

General, Administrative and Other Expenses .

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

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

• $34.4 million decrease in Transaction Expenses primarily driven by expenses in the first quarter of 2025 due to the IPI Acquisition as well as lower costs incurred in the current-year period, compared to costs incurred in the prior-year period related to the mergers of certain of our BDCs that occurred in 2025.

• $9.2 million decrease related to the Services Agreement, which was entered into in January 2025.

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• $12.3 million offsetting increase related to expense support for certain products that we manage.

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

• $7.1 million offsetting increase related to dealer manager expenses, primarily due to growth in the distribution of ODIT and ORENT.

• $21.0 million offsetting increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, and professional fees, driven by our continued growth.

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

Interest Expense .

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

Change in Earnout Liability.

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

Income Tax Expense

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

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

The change in the earnout liability for the current year period was primarily driven by the increase in fair value of the KAM Earnouts.

The change in the earnout liability for the prior year period was primarily driven by the IPI Earnouts, as a decrease in our share price drove a decrease in the value of Common Units delivered to sellers during the second quarter of 2025.

Net Income Attributable To Noncontrolling Interests

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

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

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

The Common Units represented an approximately 56% and 59% weighted average economic interest in the Blue Owl Operating Group for the six months ended June 30, 2026 and 2025, respectively.

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

Non-GAAP Analysis

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

Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

Fee-Related Earnings and Distributable Earnings Summary

Three Months Ended March 31,

Three Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

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FRE Margin 58.5 % 57.0 %

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

Three Months Ended March 31,

Fee-Related Earnings and Distributable Earnings for the three months ended June 30, 2026 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.

Three Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

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Management Fees (3)

112,865 91,093 21,772

Administrative, transaction and other fees 7,686 627 7,059

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Total FRE Revenues $ 693,560 $ 646,050 $ 47,510

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

(1) There were no catch-up fees for the three months ended June 30, 2026.

Includes $5.3 million of catch-up fees for the three months ended June 30, 2025.

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

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

(3) There were no catch-up fees for the three months ended June 30, 2026.

Includes $1.5 million of catch-up fees for the three months ended June 30, 2025.

(4) Includes $4.9 million and $0.4 million of catch-up fees for the three months ended June 30, 2026 and 2025, respectively.

Management F ees .

For the three months ended June 30, 2026, the increase in management fees was primarily driven by the following:

• Real Assets increased $21.8 million, driven by continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

• GP Strategic Capital increased $7.4 million, primarily driven by fundraising in our sixth vintage GP minority stakes product.

FRE Administrative, Transaction and Other Fees .

For the three months ended June 30, 2026, the increase in FRE administrative, transaction and other fees was driven primarily by an increase of $5.2 million in f ee income earned for services provided to portfolio companies.

For the three months ended June 30, 2026, the increase in fee offsets was driven by alternative credit and digital infrastructure products.

Three Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

FRE compensation and benefits $ 194,935 $ 188,942 $ 5,993

FRE general, administrative and other expenses 92,885 88,859 4,026

Total FRE Expenses $ 287,820 $ 277,801 $ 10,019

FRE Compensation and Benefits.

For the three months ended June 30, 2026, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

FRE General, Administrative and Other Expenses .

For the three months ended June 30, 2026, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, and professional fees, reflecting our increased headcount due to our continued growth.

Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025

Fee-Related Earnings and Distributable Earnings Summary

Six Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

FRE revenues $ 1,393,443 $ 1,266,242 $ 127,201

FRE expenses 578,973 543,006 35,967

Net income allocated to noncontrolling interests included in Fee-Related Earnings (28,664) (19,502) (9,162)

Fee-Related Earnings $ 785,806 $ 703,734 $ 82,072

Distributable Earnings $ 643,782 $ 585,530 $ 58,252

FRE Margin 58.5 % 57.1 %

Fee-Related Earnings and Distributable Earnings for the six months ended June 30, 2026 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.

Six Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

Credit Platform

Direct lending $ 666,350 $ 613,820 $ 52,530

Alternative credit 61,312 40,503 20,809

Investment grade credit 35,522 32,886 2,636

Liquid credit 9,119 13,035 (3,916)

Other 25,465 22,146 3,319

Management Fees (1)

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

797,768 722,390 75,378

Administrative, transaction and other fees 41,324 40,492 832

Fee offsets (2)

(14,711) — (14,711)

Total FRE Management and Other Fees, Net 824,381 762,882 61,499

FRE performance revenues 823 969 (146)

FRE Revenues - Credit Platform 825,204 763,851 61,353

Real Assets Platform

Net lease 131,027 94,350 36,677

Real estate credit 23,899 20,068 3,831

Digital infrastructure 70,069 66,806 3,263

Management Fees (3)

224,995 181,224 43,771

Administrative, transaction and other fees 15,176 1,222 13,954

Fee offsets (2)

(7,229) — (7,229)

Total FRE Management and Other Fees, Net 232,942 182,446 50,496

FRE performance revenues 3,958 3,205 753

FRE Revenues - Real Assets Platform 236,900 185,651 51,249

GP Strategic Capital Platform

GP minority stakes 312,881 302,712 10,169

GP debt financing 9,445 8,225 1,220

Professional sports minority stakes 2,407 1,584 823

Management Fees (4)

324,733 312,521 12,212

Administrative, transaction and other fees 6,606 4,219 2,387

Total FRE Management and Other Fees, Net 331,339 316,740 14,599

FRE Revenues - GP Strategic Capital Platform 331,339 316,740 14,599

Total FRE Revenues $ 1,393,443 $ 1,266,242 $ 127,201

(1) Includes $7.5 million and $7.0 million of catch-up fees for the six months ended June 30, 2026 and 2025, respectively.

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

(3) There were no catch-up fees for the six months ended June 30, 2026.

Includes $1.5 million of catch-up fees for the six months ended June 30, 2025.

(4) Includes $5.2 million and $0.8 million of catch-up fees for the six months ended June 30, 2026 and 2025, respectively.

Management Fees .

For the six months ended June 30, 2026, the increase in management fees was primarily driven by the following:

• Real Assets increased $43.8 million, driven by continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

• GP Strategic Capital increased $12.2 million primarily driven by fundraising in our sixth vintage GP minority stakes product.

FRE Administrative, Transaction and Other Fees .

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

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

Three Months Ended March 31,

For the six months ended June 30, 2026, the increase in FRE administrative, transaction and other fees was driven primarily by an increase of $17.2 million in fee income earned for services provided to portfolio companies.

F or the six months ended June 30, 2026, the increase in fee offsets was driven by alternative credit and digital infrastructure products .

Six Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

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FRE Compensation and Benefits.

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

For the six months ended June 30, 2026, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

FRE General, Administrative and Other Expenses .

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

For the six months ended June 30, 2026, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, and professional fees, reflecting our increased headcount due to our continued growth.

Non-GAAP Reconciliations

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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Distributable Earnings $ 351,240 $ 323,014 $ 643,782 $ 585,530

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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FRE Management Fees $ 672,608 $ 620,152 $ 1,347,496 $ 1,216,135

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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FRE Administrative, Transaction and Other Fees $ 31,918 $ 25,779 $ 63,106 $ 45,933

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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FRE Performance Revenues $ 102 $ 119 $ 4,781 $ 4,174

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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FRE Revenues $ 693,560 $ 646,050 $ 1,393,443 $ 1,266,242

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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FRE Compensation and Benefits $ 194,935 $ 188,942 $ 396,282 $ 376,864

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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FRE General, Administrative and Other Expenses $ 92,885 $ 88,859 $ 182,691 $ 166,142

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2026 2025 2026 2025

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

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

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

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

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

We ended the second quarter of 2026 with $169.1 million of cash and cash equivalents and approximately $1.1 billion available under our Revolving Credit Facility.

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

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Debt Obligations

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

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

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

As of June 30, 2026, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034 (the “2034 Notes”) and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).

We also had $1.345 billion outstanding under our Revolving Credit Facility as of June 30, 2026.

As of July 31, 2026, $925.0 million was outstanding under the Revolving Credit Facility.

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

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

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

As of June 30, 2026, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Holdings assets, we expect to pay approximately $1.7 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).

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

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The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.

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

We repurchased 1,710,117 Class A Shares, for an aggregate of $25.0 million, under the 2025 Program during the six months ended June 30, 2026.

There were no repurchases made under the 2025 Program during the three months ended June 30, 2026.

We repurchased 114,228 Class A Shares under the 2025 Program during the three and six months ended June 30, 2025.

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

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

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

During the three and six months ended June 30, 2026, 3,811 RSUs with a fair value of $37 thousand and 2,603,347 RSUs with a fair value of $32.0 million, respectively, were withheld to satisfy tax withholding obligations.

During the three and six months ended June 30, 2025, 19,611 RSUs with a fair value of $0.4 million and 2,249,769 RSUs with a fair value of $53.8 million, respectively, were withheld to satisfy tax withholding obligations.

Earnout Liability

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

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

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

During the second quarter of 2026, we made a payment of $59.9 million related to the 2025 KAM Earnout Period (as defined in Note 3 to the financial statements in our Annual Report).

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

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

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

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

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

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

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

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Cash Flows Analysis

Three Months Ended March 31,

Six Months Ended June 30,

(dollars in thousands) 2026 2025 $ Change

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

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

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

Net cash flows from operating activities for the six months ended June 30, 2026 increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.

Net cash flows from operating activities for the six months ended June 30, 2025 increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.

Included in the six months ended June 30, 2026 were the cash outflows of the portion of the KAM Earnouts classified as contingent consideration in excess of the acquisition-date fair value that was paid in the second quarter of 2026.

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

Investing Activities.

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

Cash flows from investing activities for the six months ended June 30, 2026 were primarily related to investments in our products and cash outflows for office space-related leasehold improvements.

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

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

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

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

Financing Activities.

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

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

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

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

Cash flows from financing activities for the six months ended June 30, 2026 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance working capital needs and general corporate purposes.

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

Included in the six months ended June 30, 2026, was the cash portion of the KAM Earnouts that was paid in the second quarter of 2026, up to the acquisition-date fair value, as discussed above.

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

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

Included in the six months ended June 30, 2025, was the cash portion of the IPI Subsequent Payment that was settled in the second quarter of 2025, which amount represented catch-up fees earned from Blue Owl Digital Infrastructure Fund III that were passed on to the IPI sellers.

Critical Accounting Estimates

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TRA Liability

We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition (as defined in Note 1 to our Financial Statements).

We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition (as defined in Note 1 to the financial statements in our Annual Report).

The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions.

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Impact of Changes in Accounting on Recent and Future Trends

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

We believe that none of the changes to GAAP that went into effect during the six months ended June 30, 2026, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis