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What changed in BLUE OWL CAPITAL INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BLUE OWL CAPITAL INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+635 added−598 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-21)

Top changes in BLUE OWL CAPITAL INC.'s 2025 10-K

635 paragraphs added · 598 removed · 467 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

96 edited+22 added−18 removed91 unchanged
Biggest changeOur Board receives at least annual updates on our strategy and initiatives and the Audit Committee receives management presentations on responsible investing and ESG-related matters. Executive sponsors oversee our Corporate Sustainability Council, which is chaired by our Chief Operating Officer and comprised of dedicated subject-matter leaders for each of the three areas of focus: Responsible Investing/ESG, DEI and Citizenship.
Biggest changeWe believe that Blue Owl’s sustainability efforts reflect strong leadership and oversight at the senior management and Board levels and our commitment to our priority areas. Our Board receives at least annual updates on our strategy and initiatives and the Audit Committee receives management presentations on responsible investing and ESG-related matters.
Our Products We have three major product platforms: Credit, GP Strategic Capital and Real Assets. We believe our products, while distinct, are complementary to each other and together enable us to provide a differentiated offering of varied capital solutions.
Our Products We have three major product platforms: Credit, Real Assets and GP Strategic Capital. We believe our products, while distinct, are complementary to each other and together enable us to provide a differentiated offering of varied capital solutions.
Our first lien strategy is offered to investors through our long-dated private funds and managed accounts. ◦ Opportunistic Lending: Our opportunistic lending strategy seeks to generate attractive, risk-adjusted returns by taking advantage of credit opportunities in U.S. middle market companies with liquidity needs and market leaders seeking to improve their balance sheets.
Our first lien lending strategy is offered to investors through our long-dated private funds and managed accounts. ◦ Opportunistic Lending: Our opportunistic lending strategy seeks to generate attractive, risk-adjusted returns by taking advantage of credit opportunities in U.S. middle market companies with liquidity needs and market leaders seeking to improve their balance sheets.
We also believe we have a significant opportunity to continue to leverage our global fundraising capabilities and investor relationships to cross-sell our Credit, GP Strategic Capital and Real Assets products, as well as utilize our existing domestic retail channel to cross-sell our products while increasing our global capabilities.
We also believe we have a significant opportunity to continue to leverage our global fundraising capabilities and investor relationships to cross-sell our Credit, Real Assets and GP Strategic Capital products, as well as utilize our existing domestic retail channel to cross-sell our products while increasing our global capabilities.
In particular, annual compensation for our executives and other senior employees involves a combination of cash and deferred equity awards in the form of Incentive Units and RSUs (as defined in Note 1 to the Financial Statements). The proportion of compensation that is deferred and at risk of forfeiture generally increases as an employee’s level of compensation rises.
In particular, annual compensation for our executives and other senior employees involves a combination of cash and deferred equity awards in the form of Incentive Units and RSUs (each as defined in Note 1 to our Financial Statements). The proportion of compensation that is deferred and at risk of forfeiture generally increases as an employee’s level of compensation rises.
We believe, however, that this limited number of competitors is likely to persist, as conflicts of interest and regulatory restrictions, as well as the limited quantum of capital raised for this strategy, combine to make purchasing minority stakes in private capital managers challenging for financial institutions and private equity firms.
We believe that this limited number of competitors is likely to persist, as conflicts of interest and regulatory restrictions, as well as the limited quantum of capital raised for this strategy, combine to make purchasing minority stakes in private capital managers challenging for financial institutions and private equity firms.
Our senior management periodically reviews the effectiveness and competitiveness of our compensation program. Corporate Sustainability Blue Owl’s corporate sustainability efforts seek to enable positive outcomes for our most critical stakeholders, including our investors, our public stockholders, our employees and the communities in which we operate.
Our senior management periodically reviews the effectiveness and competitiveness of our compensation program. Sustainability Blue Owl’s sustainability efforts seek to enable positive outcomes for our most critical stakeholders, including our investors, our public stockholders, our employees and the communities in which we operate.
We primarily focus on acquiring minority positions in multi-product alternative asset managers who continue to gain a disproportionate proportion of the assets flowing into private investment strategies and exhibit high levels of stability.
We primarily focus on acquiring minority positions in large, multi-product alternative asset managers who continue to gain a disproportionate proportion of the assets flowing into private investment strategies and exhibit high levels of stability.
Blue Owl’s robust and diversified offerings will continue to serve as a response to the following sector dynamics: • shifting allocations by retail and institutional investors. • rotation into alternative asset classes, given the search for yield and reliability of returns. • rising need for private debt, driven by sponsor demand. • evolving landscape of the private debt market. • de-leveraging of the global banking system. • increasing need for flexible capital solutions by private capital managers.
Blue Owl’s robust and diversified offerings will continue to serve as a response to the following sector dynamics: • shifting allocations by individual and institutional investors. • rotation into alternative asset classes, given the search for yield and reliability of returns. • rising need for private debt, driven by sponsor demand. • evolving landscape of the private debt market. • de-leveraging of the global banking system. • increasing need for flexible capital solutions by private capital managers.
To integrate responsible investing practices firmwide, we have a Responsible Investing Working Group (the “RI WG”), a cross-functional group across investment platforms, strategies and relevant business units.
Additionally, to integrate responsible investing practices firmwide, we have a Responsible Investing Working Group (the “RI WG”), a cross-functional group across investment platforms, strategies and relevant business units.
Our Credit products are generally offered through a mix of our BDCs, long-dated private funds, managed accounts and CLOs across the following investment strategies: • Direct Lending: Our direct lending strategy focuses on lending to primarily upper-middle-market companies, both private equity-sponsored and non-sponsored, providing a range of customized financing solutions across debt and equity-related instruments.
Our Credit products are generally offered through a mix of our Regulated Products, long-dated private funds, managed accounts and CLOs across the following investment strategies: • Direct Lending: Our direct lending strategy focuses on lending to primarily upper-middle-market companies, both private equity-sponsored and non-sponsored, providing a range of customized financing solutions across debt and equity-related instruments.
Our differentiated approach and scaled platform allow us to capitalize on opportunities across the sizing spectrum—from bespoke financing solutions to traditional upper-middle-market loans and, increasingly, loans of $1.0 billion or more. Our Credit platform’s scale has demonstrated the ability to originate larger deals, while also providing diversification in our portfolios.
Our differentiated approach and scaled platform allow us to capitalize on opportunities across the sizing spectrum—from bespoke financing solutions to traditional upper-middle-market loans and, increasingly, loans of $2.0 billion or more. Our Credit platform’s scale has demonstrated the ability to originate larger deals, while also providing diversification in our portfolios.
Our global, high-caliber investor base includes a diversified mix of institutional investors, including prominent public and private pension funds, endowments, foundations, family offices, private banks, high net worth individuals, asset managers and insurance companies, as well as retail clients, accessed through well-known wealth management firms.
Our global, high-caliber investor base includes a diversified mix of institutional investors, including prominent public and private pension funds, endowments, foundations, family offices, private banks, high net worth individuals, asset managers and insurance companies, as well as individual clients, accessed through well-known wealth management firms.
These regulations cover a wide range of areas, including antitrust laws, anti-money laundering laws, anti-bribery laws related to foreign officials, tax laws and data privacy laws concerning client and other information. Additionally, some of our products invest in businesses that operate within highly regulated industries.
These regulations cover a wide range of areas, including fund management, antitrust laws, anti-money laundering laws, anti-bribery laws related to foreign officials, tax laws and data privacy laws concerning client and other information. Additionally, some of our products invest in businesses that operate within highly regulated industries.
We believe these key attributes, in conjunction with our ability to raise successor products in existing strategies, will continue to play a key role in our growth profile. We also expect to enhance our AUM growth by expanding our current investor relationships and continuing to attract new investors. • Expand our product offering.
We believe these key attributes, in conjunction with our ability to raise successor products in existing strategies, will continue to play a key role in our growth profile. We also expect to enhance our AUM growth by expanding our current investor relationships and continuing to attract new investors. • Expand our product offerings.
Since inception, these businesses have launched and acquired new strategies and products, exclusively in areas where we believe we can leverage our competitive advantage and expertise, and where we believe we have identified a critical mass of lending, capital and real estate solutions opportunities as well as heightened investor interest.
Since inception, these businesses have launched and acquired new strategies and products, exclusively in areas where we believe we can leverage our competitive advantage and expertise, and where we believe we have identified a critical mass of lending, capital and real assets solutions opportunities as well as heightened investor interest.
See Note 1 to our Financial Statements for a description of the various share and unit classes outstanding at the Registrant and Blue Owl Operating Partnership levels. 18 Table of Contents The diagram below depicts a simplified version of our organizational structure as of December 31, 2024.
See Note 1 to our Financial Statements for a description of the various share and unit classes outstanding at the Registrant and Blue Owl Operating Partnership levels. 18 Table of Contents The diagram below depicts a simplified version of our organizational structure as of December 31, 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations presents additional information on our revenues and operating results, as well as historical AUM and performance information for certain of our products; such information should be read in conjunction with this description of our business.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) presents additional information on our revenues and operating results, as well as historical AUM and performance information for certain of our products; such information should be read in conjunction with this description of our business.
Blue Owl Capital (Dubai) Limited is an entity organized in the Dubai International Financial Centre (“DIFC”) whose employees assist in the marketing and distribution of Blue Owl Funds in the DIFC. Blue Owl Dubai is authorized by the Dubai Financial Services Authority as a Prudential Category 4 firm.
Blue Owl Capital (Dubai) Limited (“Blue Owl Dubai”) is an entity organized in the Dubai International Financial Centre (“DIFC”) whose employees assist in the marketing and distribution of Blue Owl Funds in the DIFC . Blue Owl Dubai is authorized by the Dubai Financial Services Authority as a Prudential Category 4 firm.
The SEC has authority to inspect any registered investment adviser and typically inspects a registered investment adviser periodically to determine whether the adviser (i) is conducting its activities in compliance with applicable laws and disclosures made to clients and (ii) has reasonably designed policies and procedures to ensure compliance. 20 Table of Contents A significant portion of our revenues are derived from our advisory services to our BDCs.
The SEC has authority to inspect any registered investment adviser and typically inspects a registered investment adviser periodically to determine whether the adviser (i) is conducting its activities in compliance with applicable laws and disclosures made to clients and (ii) has reasonably designed policies and procedures to ensure compliance. 20 Table of Contents A significant portion of our revenues are derived from our advisory services to our Regulated Products.
Blue Owl HK is regulated and licensed by the Securities & Futures Commission of Hong Kong. 21 Table of Contents Blue Owl Securities is registered as a broker-dealer with the SEC, maintains registrations in many states and is a member of FINRA and the SIPC.
Blue Owl HK is regulated and licensed by the Securities & Futures Commission of Hong Kong. 21 Table of Contents Blue Owl Securities is registered as a broker-dealer with the SEC, maintains registrations in all states and is a member of FINRA and SIPC.
We have established invaluable relationships with strategic partners, consultants and large institutional investors who provide us with key market insights, operational advice and facilitate relationship introductions. We pride ourselves on continuing to foster these relationships as they are fundamental to our business and reflect the strong alignment of interests that is highly valued by our partners.
We have established invaluable relationships with strategic partners, consultants and large institutional investors who provide us with key market insights, operational advice and facilitate relationship introductions. We pride ourselves on continuing to foster these relationships as they are fundamental to our business and refl ect the strong alignment of interests that is highly valued by our partners.
All of our products employ a disciplined investment philosophy with a focus on long-term investment horizons and are managed by tenured leadership and investment professionals with significant experience in their respective platforms. As the investment manager of our products, we invest that capital with the goal of generating attractive, risk-based returns for the investors in our products.
All of our products employ a disciplined investment philosophy with a focus on long-term investment horizons and are managed by tenured leadership and investment professionals with significant experience in their respective platforms. 7 Table of Contents As the investment manager of our products, we invest that capital with the goal of generating attractive, risk-based returns for the investors in our products.
Additionally, each quarter, the applicable investment adviser, as the valuation designee, provides the audit committee of each of our BDCs with a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, as well as a written assessment of the adequacy and effectiveness of its fair value process.
Additionally, each quarter, the applicable investment adviser, as the valuation designee, provides the audit committee of each of our Regulated Products with a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, as well as a written assessment of the adequacy and effectiveness of its fair value process.
Oak Street was founded in 2009 by Marc Zahr and established itself as a leader in private equity real estate, offering flexible and unique capital solutions to a variety of organizations. 10 Table of Contents The combination of these businesses creates an infrastructure primed to continue servicing these markets.
Oak Street was founded in 2009 by Marc Zahr and established itself as a leader in private equity real estate, offering flexible and unique capital solutions to a variety of organizations. The combination of these businesses creates an infrastructure primed to continue servicing these markets.
Our GP Strategic Capital products are offered primarily through Permanent Capital private fund vehicles across the following investment strategies: 9 Table of Contents • GP Minority Stakes: We build diversified portfolios of minority equity investments in institutionalized alternative asset management firms across multiple strategies, geographies, and asset classes.
Our GP Strategic Capital products are offered primarily through Permanent Capital private fund vehicles across the following investment strategies: • GP Minority Stakes: We build diversified portfolios of minority equity investments in institutionalized alternative asset management firms across multiple strategies, geographies, and asset classes.
The stability of our AUM base enables us to focus on generating attractive returns by investing in assets with a long-term focus across different periods in the market cycle. • Significant embedded growth in current AUM with built-in mechanisms for fee revenue increases.
The stability of our AUM base enables us to focus on generating attractive returns by investing in assets with a long-term focus across different periods in the market cycle. 11 Table of Contents • Significant embedded growth in current AUM with built-in mechanisms for fee revenue increases.
We provide these solutions through our Permanent Capital vehicles and long-dated private funds, that we believe provide our business with a high degree of earnings stability and predictability.
We provide these solutions through our Permanent Capital vehicles and long-dated private funds, which we believe provide our business with a high degree of earnings stability and predictability.
We may offer, from time to time and in our sole discretion, co-investment opportunities in certain fund investments to certain investors, generally with no management or incentive-based fee. • GP Debt Financing: The GP debt financing strategy focuses on originating and making collateralized, long-term debt investments, preferred equity investments and structured investments in private capital managers.
We may offer, from time to time and in our sole discretion, co-investment opportunities in certain fund investments to certain investors, generally with no management or incentive-based fee. 10 Table of Contents • GP Debt Financing: The GP debt financing strategy focuses on originating and making collateralized, long-term debt investments, preferred equity investments and structured investments in private capital managers.
For the year ended December 31, 2024, approximately 91% of our management fees were earned on AUM that we refer to as Permanent Capital. Substantially all of the AUM in our GP Strategic Capital products and a large portion of the AUM in our Credit and Real Assets products are structured as Permanent Capital vehicles.
For the year ended December 31, 2025, approximately 85% of our management fees were earned on AUM that we refer to as Permanent Capital. Substantially all of the AUM in our GP Strategic Capital products and a large portion of the AUM in our Credit and Real Assets products are structured as Permanent Capital vehicles.
Ownership percentages are based on shares and units that are fully participating in dividends and distributions as of December 31, 2024.
Ownership percentages are based on shares and units that are fully participating in dividends and distributions as of December 31, 2025.
Additionally, we have been granted exemptive relief to permit certain of our BDCs to offer multiple classes of shares of common stock and to impose asset-based distribution fees and early withdrawal fees.
Additionally, we have been granted exemptive relief to permit certain of our Regulated Products to offer multiple classes of shares of common stock and to impose asset-based distribution fees and early withdrawal fees.
AUM (inclusive of accrued car ried interest) attributable to our executives and other employees as of December 31, 2024 totaled approximately $4.1 billion (including $2.2 billion related to accrued carried interest), which aligns their interests with our clients’ interests by motivating the continued high performance and retention of our dedicated team of professionals.
AUM (inclusive of accrued car ried interest) attributable to us, our executives and other employees as of December 31, 2025 totaled approximately $6.4 billion (including $2.6 billion related to accrued carried interest), which aligns their interests with our clients’ interests by motivating the continued high performance and retention of our dedicated team of professionals.
The firm adopted an ESG policy, which applies to all asset classes, industries and countries in which Blue Owl does business and the products it manages. We believe that incorporating business relevant ESG factors into our corporate and investment activities has the potential to meaningfully contribute to the value of Blue Owl and the companies in which we invest.
The firm adopted an ESG and responsible investing policy, which applies to all asset classes, industries and countries in which Blue Owl does business and the products it manages. We believe that incorporating business relevant ESG factors into our corporate and investment activities has the potential to meaningfully contribute to the value of Blue Owl and our investments.
Risk Factors— Risks Related to Our Operations ” and “Risk Factors— Risks Related to Our Legal and Regulatory Environment .” Rigorous legal and compliance analysis of our business and investments made by our products is important to our culture.
Risk Factors— Risks Related to Our Operations ” and “Item 1A. Risk Factors— Risks Related to Our Legal and Regulatory Environment .” Rigorous legal and compliance analysis of our business and investments made by our products is important to our culture.
The responsibilities of each board include, among other things, approving our advisory contracts with our BDCs, approving certain service providers and monitoring transactions involving affiliates, and approving certain co-investment transactions.
The responsibilities of each board include, among other things, approving our advisory contracts with our Regulated Products, approving certain service providers and monitoring transactions involving affiliates, and approving certain co-investment transactions.
The RI WG members are senior representatives of their respective teams and are responsible for coordinating Responsible Investing-related efforts within their business units, as well as providing insights as it relates to their professional roles. The RI WG is chaired by our Chief Operating Officer and the Head of Responsible Investing.
The RI WG members are senior representatives of their respective teams and are responsible for coordinating responsible investing-related efforts within their business units, as well as providing insights as it relates to their professional roles. The RI WG is chaired by our Chief Operating Officer and activities are managed by the Responsible Investing & ESG team.
We aim to build a team that is driven and embraces an inclusive culture in which our team members are engaged and work collaboratively across the organization. Compensation and Benefits We design our compensation programs, including fixed and variable performance-based compensation, to motivate and retain employees and align their interests with those of our stockholders.
We aim to build a team that is driven and embraces a culture of belonging in which our team members are engaged and work collaboratively across the organization. 16 Table of Contents Compensation and Benefits We design our compensation programs, including fixed and variable performance-based compensation, to motivate and retain employees and align their interests with those of our stockholders.
Such current and future rule making is expected to materially impact private funds and private fund advisers and their operations, including increasing compliance burdens and regulatory costs, and heightened risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage.
Such future rule making could materially impact private funds and private fund advisers and their operations, including increasing compliance burdens and regulatory costs, and heightened risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage.
Our investment allocation policy incorporates the conditions of the exemptive relief. As a result of the exemptive relief, there could be significant overlap in the investment portfolios of our BDCs and other of our products that could avail themselves of the exemptive relief.
Our investment allocation policy for relevant products incorporates the conditions of the exemptive relief. As a result of the exemptive relief, there could be significant overlap in the investment portfolios of our Regulated Products and other of our products that could avail themselves of the exemptive relief.
Tailored for insurance companies, this strategy emphasizes reliable returns while prioritizing capital preservation and industry regulatory compliance. • Liquid Credit: Our liquid credit strategy seeks to generate attractive, risk-adjusted returns by managing portfolios of broadly syndicated leveraged loans, including through CLO vehicles. • Other: Our other Credit strategies employ various investment strategies to pursue long-term capital appreciation and risk adjusted returns, including (i) direct investments in strategic equity assets, with a focus on single-asset GP-led continuation funds and (ii) investments in mid-to-late-stage biopharmaceutical and healthcare companies.
Tailored for insurance companies, this strategy emphasizes reliable returns while prioritizing capital preservation and industry regulatory compliance. • Liquid Credit: Our liquid credit strategy seeks to generate attractive, risk-adjusted returns by managing portfolios of broadly syndicated leveraged loans, including through CLO vehicles. • Other: Our other Credit strategies employ various investment strategies to pursue long-term capital appreciation and risk adjusted returns, including (i) direct investments in strategic equity assets, with a focus on single-asset GP-led continuation funds and (ii) investments in mid-to-late-stage biopharmaceutical and healthcare companies. 9 Table of Contents Real Assets Our Real Assets products focus on three primary investment strategies: net lease, real estate credit and digital infrastructure.
As we grow, we expect to attract new investors as well as leverage our existing investor base, as we have done with previous product launches. 13 Table of Contents • Leverage complementary global distribution networks. We are well positioned to continue to penetrate the growing global market.
As we grow, we expect to attract new investors as well as leverage our existing investor base, as we have done with previous product launches. 13 Table of Contents • Leverage complementary global distribution networks. We are well positioned to continue to penetrate the growing global market. We intend to continue fundraising both domestically and internationally.
The favorable industry tailwinds are global in nature and we believe that there is additional market opportunity across the global landscape. As of December 31, 2024, we raised 79% of our capital in the United States and Canada.
The favorable industry tailwinds are global in nature and we believe that there is additional market opportunity across the global landscape. As of December 31, 2025, we raised approximately 75% of our capital in the United States and Canada.
While we exercise broad discretion over the day-to-day management of our BDCs, each of our BDCs is also subject to oversight and management by a board of directors, a majority of whom are not “interested persons” as defined under the Investment Company Act.
While we exercise broad discretion over the day-to-day management of our Regulated Products, each of our Regulated Products is also subject to oversight and management by a board of directors or board of trustees, as applicable, a majority of whom are not “interested persons” as defined under the Investment Company Act.
Partner Managers in our GP minority stakes products also value our Business Services Platform, which provides strategic value-added services to our Partner Managers in key areas: capital strategy, private wealth, human capital, operations, corporate strategy and M&A, environmental, social and governance (“ESG”) advisory, citizenship and strategic initiatives, data science, procurement and artificial intelligence.
Partner Managers in our GP minority stakes products also value our BSP, which provides strategic value-added services to our Partner Managers in key areas such as: capital strategy, private wealth, human capital, operations, corporate strategy and M&A, environmental, social and governance (“ESG”) advisory, data science, procurement and artificial intelligence.
In this context, Blue Owl UK provides services to its U.S. affiliates including, inter alia, the provision of investment advice, arranging transactions to be executed by or on behalf of Blue Owl funds, and certain other related services.
In this context, Blue Owl UK provides services to its U.S. affiliates including, inter alia, advising on investments, arranging transactions to be executed by or on behalf of Blue Owl funds, and certain other related services.
The Investment Company Act imposes significant requirements and limitations on BDCs, including with respect to their capital structure, investments and transactions.
The Investment Company Act imposes significant requirements and limitations on our Regulated Products, including with respect to their capital structure, investments and transactions.
The RI WG activities are managed by the Responsible Investing & ESG team. Investing Responsibly We recognize the importance of business relevant ESG issues and opportunities and are committed to the consideration of these factors in relation to our business operations and investment activities to manage risk and identify opportunities.
Investing Responsibly We recognize the importance of business relevant ESG issues and opportunities and are committed to the consideration of these factors in relation to our business operations and investment activities to manage risk and identify opportunities.
We believe the success and growth in our business since inception has been driven by a singular, dedicated focus on providing capital solutions and the differentiating competitive features of our business.
Our products create a robust foundation for our holistic business. We believe the success and growth in our business since inception has been driven by a singular, dedicated focus on providing capital solutions and the differentiating competitive features of our business.
For the year ended December 31, 2024, approximately 91% of our management fees were earned from Permanent Capital vehicles.
For the year ended December 31, 2025, approximately 85% of our management fees were earned from Permanent Capital vehicles.
The advisory contracts with each of our BDCs may be terminated by the stockholders or directors of such BDC on not more than 60 days’ notice, and are subject to annual renewal by each respective BDC’s board of directors after an initial two-year term.
The advisory contracts with each of our Regulated Products may be terminated by the stockholders or the board of directors or the board of trustees, as applicable, of such Regulated Products on not more than 60 days’ notice, and are subject to annual renewal by each respective Regulated Product’s board, as applicable, after an initial two-year term.
Item 1. Business. Blue Owl is a global alternative asset manager with $251.1 billion in AUM as of December 31, 2024. Anchored by a strong Permanent Capital base, the firm deploys private capital across Credit, GP Strategic Capital and Real Assets platforms on behalf of institutional and private wealth clients.
Item 1. Business. Blue Owl is a global alternative asset manager with $307.4 billion in AUM as of December 31, 2025. Anchored by a strong Permanent Capital base, we deploy private capital across Credit, Real Assets and GP Strategic Capital platforms on behalf of institutional and private wealth clients.
While we expect to continue our successful fundraising track record to supplement our existing capital base, our current AUM, predominately Permanent Capital in nature, already provides for significant embedded growth. Of our $251.1 billion AUM base, $159.8 billion represents our current FPAUM.
While we expect to continue our successful fundraising track record to supplement our existing capital base, our current AUM, predominately Permanent Capital in nature, already provides for significant embedded growth. Of our $307.4 billion AUM base, $187.7 billion represents our current FPAUM.
Our opportunistic lending strategy is offered to investors through our long-dated private funds and managed accounts. • Alternative Credit: Our alternative credit strategy targets credit-oriented investments in markets underserved by traditional lenders or the broader capital markets, with deep expertise investing across specialty finance, private corporate credit and equipment leasing. • Investment Grade Credit: Our investment grade credit strategy focuses on generating capital-efficient investment income through asset-backed finance, private corporate credit, and structured products.
Our opportunistic lending strategy is offered to investors through our long-dated private funds and managed accounts. • Alternative Credit: Our alternative credit strategy targets credit-oriented investments in markets underserved by traditional lenders or the broader capital markets, with deep expertise investing across specialty finance, private corporate credit and equipment leasing.
We have already begun executing on this strategy, with a notable influx of wealth management platforms and public and private pension fund investors in recent years. These additions helped further diversify our investor base which also includes, but is not limited to, insurance, family offices, endowments and foundations.
We are executing on this strategy, with a notable influx of wealth management platforms and public and private pension fund investors in recent years. These additions helped further diversify our investor base which also includes, but is not limited to, insurance, family offices, endowments and foundations. In addition, we have continued to grow o ur relationships in the consultant community.
As of December 31, 2024, 16 institutional investors, excluding insurance, have committed at least $1.0 billion across our strategies, 32 have committed at least $500 million, and 71 have committed at least $250 million. Our strategic partnerships allow us to craft customized solutions tailored to the objectives of our clients, while reflecting the breadth of our capabilities across our strategies.
As of December 31, 2025, 25 institutional investors have committed at least $1 billion across our strategies, 53 have committed at least $500 million, and 101 have committed at least $250 million. Our strategic partnerships allow us to craft customized solutions tailored to the objectives of our clients, while reflecting the breadth of our capabilities across our strategies.
Our Real Assets products are offered primarily through Permanent Capital vehicles, including our non-traded REIT, and long-dated private funds. • Net Lease: Our net lease real estate strategy structures portfolios of primarily single-tenant properties across industrial, essential retail and mission critical office sectors, occupied by investment-grade or creditworthy tenants.
Our Real Assets products are offered primarily through Permanent Capital vehicles, including our non-traded REITs, and long-dated private funds. • Net Lease: Our net lease real estate strategy structures portfolios of primarily single-tenant properties across industrial (such as distribution, manufacturing and cold storage), essential and other retail sectors and data centers, among others, occupied by investment-grade or creditworthy tenants.
On February 20, 2025, our Board adopted resolutions authorizing the adoption of an Amended and Restated Certificate of Incorporation in connection with an internal reorganization that is expected to occur on or about April 1, 2025, pursuant to which, among other things, Blue Owl Carry will become a wholly owned subsidiary of Blue Owl Holdings (the “Internal Reorganization”). 19 Table of Contents Regulatory and Compliance Matters Our business, along with the broader financial services industry, is subject to extensive regulation and periodic examinations by governmental agencies and self-regulatory organizations or exchanges in the U.S. and foreign jurisdictions in which we operate.
On February 20, 2025, our Board adopted resolutions authorizing the adoption of an Amended and Restated Certificate of Incorporation in connection with the Internal Reorganization. 19 Table of Contents Regulatory and Compliance Matters Our business, along with the broader financial services industry, is subject to extensive regulation and periodic examinations by governmental agencies and self-regulatory organizations or exchanges in the U.S. and foreign jurisdictions in which we operate.
We believe our deep relationships position us to receive “early looks” and “last looks” from alternative asset managers, which in turn, allow us to be highly selective in deciding which investments to pursue.
We have extensive alternative asset manager relationships, which allow us to quickly and efficiently source potential investment opportunities for our products. We believe our deep relationships position us to receive “early looks” and “last looks” from alternative asset managers, which in turn, allow us to be highly selective in deciding which investments to pursue.
The audit committee of each of our BDCs oversees the valuation designee and reports to the respective BDC’s board of directors on any valuation matters requiring such board’s attention.
The audit committee of each of our Regulated Products oversees the valuation designee and reports to the respective Regulated Product’s board of directors or board of trustees, as applicable, on any valuation matters requiring such board’s attention.
Blue Owl’s flexible, consultative approach helps position the firm as a partner of choice for businesses seeking capital solutions to support their sustained growth. The firm’s management team is comprised of seasoned investment professionals with decades of experience building alternative investment businesses. Blue Owl employs over 1,100 people globally.
Our flexible, consultative approach helps position us as a partner of choice for businesses seeking capital solutions to support their sustained growth. Our management team is comprised of seasoned investment professionals with decades of experience building alternative investment businesses. We employ approximately 1,365 people globally.
Certain of our products are permitted to co-invest with other products managed by us as a result of exemptive relief granted by the SEC, so long as such transactions are negotiated in a manner consistent with our BDCs’ investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, provided that certain directors of any of our participating BDCs make certain determinations.
Certain of our products are permitted to co-invest with other products managed by us as a result of exemptive relief granted by the SEC, so long as such transactions are negotiated in a manner consistent with the conditions of such relief as well as regulatory requirements and other pertinent factors.
In September 2024, the Atalaya Acquisition expanded our alternative investment credit-focused products. Our breadth of offerings and Permanent Capital base enable us to offer a differentiated, holistic framework of capital solutions to middle market companies, large alternative asset managers and corporate real estate owners and tenants.
In January 2025, the IPI Acquisition expanded our offerings to include digital infrastructure-focused products and complemented our existing net lease strategy. Our breadth of offerings and Permanent Capital base enable us to offer a differentiated, holistic framework of capital solutions to middle market companies, large alternative asset managers and corporate real estate owners and tenants.
In addition, we have continued to grow our relationships in the consultant community. We intend to be the premier Credit, GP minority stakes and triple net lease real estate investing business for investors across the institutional and retail distribution channels. • Deepen and expand strong strategic relationships with key institutional investors.
We intend to be the premier Credit, Real Assets and GP minority stakes investing business for investors across the institutional and retail distribution channels. • Deepen and expand strong strategic relationships with key institutional investors.
The SEC also has increased emphasis on investment adviser and private fund regulation in recent years and has proposed and enacted significant rules that impact investment advisers and their management of private investment funds and the SEC may propose additional changes in the future.
The SEC also has in the past proposed significant rules that would impact investment advisers and their management of private investment funds and the SEC may propose additional changes in the future.
As compared to other, more disclosure-oriented U.S. federal securities laws, the Advisers Act and the Investment Company Act, together with the SEC’s regulations and interpretations thereunder, are highly restrictive regulatory statutes.
OWLCX is a non-diversified, closed-end management investment company registered under the Investment Company Act that is conducting a public offering under the Securities Act. As compared to other, more disclosure-oriented U.S. federal securities laws, the Advisers Act and the Investment Company Act, together with the SEC’s regulations and interpretations thereunder, are highly restrictive regulatory statutes.
As we continue to grow, we expect to retain our existing clients through our breadth of offerings. As of December 31, 2024, approximately 38% of our institutional investors, excluding insurance, were invested in more than one product, with many increasing their commitment to their initial strategy and committing additional capital across our other strategies.
As of December 31, 2025, approximately 33% of our institutional investors were invested in more than one product, with many increasing their commitment to their initial strategy and committing additional capital across our other strategies.
Further, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act of 1940, as amended (the “Investment Company Act”), imposes on our BDCs, or to the distribution and other requirements our BDCs must satisfy to qualify for regulated investment company (“RIC”) tax treatment.
Further, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act, imposes on our Regulated Products, or to the distribution and other requirements our Regulated Products must satisfy to qualify for regulated investment company (“RIC”) tax treatment. Lastly, institutional and individual investors are allocating increasing amounts of capital to alternative investment strategies.
Blue Owl AUM: $251.1 billion FPAUM: $159.8 billion Credit AUM: $135.7 billion FPAUM: $91.0 billion GP Strategic Capital AUM: $66.0 billion FPAUM: $37.3 billion Real Assets AUM: $49.4 billion FPAUM: $31.5 billion Direct Lending AUM: $98.1 billion FPAUM: $58.6 billion GP Minority Stakes AUM: $62.4 billion FPAUM: $35.9 billion Net Lease AUM: $33.9 billion FPAUM: $17.4 billion Alternative Credit AUM: $10.5 billion FPAUM: $5.7 billion GP Debt Financing AUM: $2.8 billion FPAUM: $1.2 billion Real Estate Credit AUM: $15.5 billion FPAUM: $14.1 billion Investment Grade Credit AUM: $17.6 billion FPAUM: $17.7 billion Professional Sports Minority Stakes AUM: $0.9 billion FPAUM: $0.3 billion Liquid Credit AUM: $7.3 billion FPAUM: $7.2 billion Other AUM: $2.3 billion FPAUM: $1.7 billion All amounts shown as of December 31, 2024, totals may not sum due to rounding.
Blue Owl AUM: $307.4 billion FPAUM: $187.7 billion Credit AUM: $157.8 billion FPAUM: $99.5 billion Real Assets AUM: $80.6 billion FPAUM: $48.8 billion GP Strategic Capital AUM: $69.1 billion FPAUM: $39.5 billion Direct Lending AUM: $115.0 billion FPAUM: $65.3 billion Net Lease AUM: $45.9 billion FPAUM: $21.3 billion GP Minority Stakes AUM: $65.1 billion FPAUM: $37.6 billion Alternative Credit AUM: $14.3 billion FPAUM: $8.0 billion Real Estate Credit AUM: $17.5 billion FPAUM: $15.3 billion GP Debt Financing AUM: $2.7 billion FPAUM: $1.5 billion Investment Grade Credit AUM: $19.2 billion FPAUM: $18.3 billion Digital Infrastructure AUM: $17.1 billion FPAUM: $12.2 billion Professional Sports Minority Stakes AUM: $1.2 billion FPAUM: $0.4 billion Liquid Credit AUM: $5.8 billion FPAUM: $5.3 billion Other AUM: $3.4 billion FPAUM: $2.6 billion All amounts shown as of December 31, 2025, totals may not sum due to rounding.
Within Real Assets, we have a targeted origination strategy that is enhanced by our strong network and allows us to be both competitive and differentiated from other net lease peers.
We believe being a total solutions provider also grants us a broader view of market opportunities, which allows us to continue operating as a market leader. Within Real Assets, we have a targeted origination strategy that is enhanced by our strong network and allows us to be both competitive and differentiated from other net lease peers.
We strive to maintain a culture of compliance through the use of policies and procedures such as oversight compliance, codes of ethics, compliance systems, communication of compliance guidance and employee education and training.
We strive to maintain a culture of compliance through the use of policies and procedures such as oversight compliance, codes of ethics, compliance systems, communication of compliance guidance and employee education and training. All employees must annually certify that they have received copies of and agree to comply with our compliance manual.
Blue Owl Capital Japan is an entity operating in Japan whose employees assist in the marketing and distribution of Blue Owl Funds in Japan. Blue Owl Japan is registered with and regulated by the Kanto Local Finance Bureau and the Japan Financial Services Agency as a Securities Sales Intermediary under the sponsorship of a local distribution partner.
Blue Owl Japan is registered with and regulated by the Kanto Local Finance Bureau and the Japan Financial Services Agency as a Financial Instruments Intermediary Service Provider under the sponsorship of a local distribution partner.
Our predictable revenue base translates to a stable earnings model through a disciplined, efficient cost structure, producing strong profit margins and mitigating the risk of volatility in the profit margins.
Our predictable revenue base translates to a stable earnings model through a disciplined, efficient cost structure, producing strong profit margins and mitigating the risk of volatility in the profit margins. This allows our business model to maintain a disciplined cost structure and stable operating margins. • Extensive, long-term relationships with a robust and vast network of alternative asset managers.
We primarily focus on acquiring equity stakes in, or providing debt financing to, private capital firms, which we may refer to as “GPs” or “Partner Managers.” Our Business Services Platform is a boutique consulting unit within Blue Owl and was established to provide strategic support to our Partner Managers.
We primarily focus on acquiring equity stakes in, and providing debt financing to, large, multi-product private equity and private credit firms, which we may refer to as “GPs” or “Partner Managers.” Our GP Strategic Capital division also houses our Business Services Platform (“BSP”), which provides strategic support to our Partner Managers.
Our History Blue Owl’s history is predicated on the key milestones of Owl Rock, Dyal Capital and Oak Street. Owl Rock was founded in 2016 by Doug Ostrover, Marc Lipschultz and Craig Packer to address the evolving need for credit solutions by middle-market companies.
Owl Rock was founded in 2016 by Doug Ostrover, Marc Lipschultz and Craig Packer to address the evolving need for credit solutions by middle-market companies. Dyal Capital was founded in 2010 by Michael Rees to fill the need for flexible capital solutions for private capital managers.
We believe there is an opportunity to “make community our culture” by building a robust citizenship program that is integrated, community-centered and employee-enriched, including: • Blue Owl Leads Together, our global employee volunteerism and giving program, which allows employees to engage with each other and with the communities in which we live and work; • Blue Owl Gives, which advances our firm’s philanthropic mission — unlocking opportunity by powering access to college, to careers and to capital — through strategic non-profit partnerships; and • Blue Owl Celebrates, which honors various heritage and affinity months throughout the year by spotlighting important nonprofit causes, profiling opportunities for learning and action and hosting a variety of guest speakers.
We are committed to building a robust citizenship program that is integrated, community-centered and employee-enriched, including: • Blue Owl Leads Together, our global employee volunteerism and giving program, that empowers our employees to engage with one another and with the communities in which we live and work; and • Blue Owl Gives, which advances our firm’s philanthropic mission — unlocking opportunity by powering access to college, to careers and to capital — through strategic nonprofit partnerships.
Secured by real assets with predictable cash flows, our strategy aims to generate diversification, current income potential, and downside mitigation for investors. Our real estate credit investment strategy invests via securities, private debt (either via origination or acquisition of loans), and customized solutions.
Secured by real assets with predictable cash flows, our strategy aims to generate diversification, current income potential, and downside mitigation for investors.
We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our products seek to exploit. GP Strategic Capital Our GP Strategic Capital products currently have limited direct competition from organizations dedicated to acquiring stakes in private capital managers.
Several large institutional investors have announced a desire to consolidate their investments in a more limited number of managers. We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our products seek to exploit.
In December 2023, the CHI Acquisition (as defined in Note 1 to our Financial Statements) expanded our offerings to include mid-to-late-stage equity investments into biopharmaceutical and healthcare companies. In June 2024, the Prima Acquisition expanded our real estate finance offerings. In July 2024, the KAM Acquisition expanded our offerings to provide solutions for insurance clients.
In August 2023, the Par Four Acquisition (as defined in Note 1 to our Financial Statements) expanded our liquid credit strategy team. In December 2023, the CHI Acquisition (as defined in Note 1 to our Financial Statements) expanded our offerings to include mid-to-late-stage equity investments into biopharmaceutical and healthcare companies.
We generally earn management fees on the amount of FPAUM that we manage; therefore, the growth and success of our product offerings is paramount to our success as an alternative asset manager. 7 Table of Contents Our products create a robust foundation for our holistic business.
In many of our products, we may use leverage to increase the size of the investments our products are able to make. We generally earn management fees on the amount of FPAUM that we manage; therefore, the growth and success of our product offerings is paramount to our success as an alternative asset manager.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeNumerous factors increase our competitive risks, including, but not limited to: • Some of our competitors may have or are perceived to have more expertise or financial, technical, marketing and other resources and more personnel than we do; • Some of our products may not perform as well as competitors’ funds or other available investment products; • Some of our competitors have raised significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities; • Some of our competitors may have lower fees or alternative fee arrangements that potential clients of ours may find more appealing; • Some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our products, including our products that directly use leverage or rely on debt financing of their portfolio investments to generate superior investment returns; • Some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us or to agree to less restrictive legal terms and protections for investments that we want to make; • Some of our competitors may be subject to less regulation or fewer conflicts of interest and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do, bear less compliance expense than we do or be viewed differently in the marketplace; • Some of our competitors offer greater liquidity to investors in their products; • Some of our competitors may have more flexibility than us in raising and deploying certain types of products under the investment management contracts they have negotiated with their product investors; • Some of our competitors may offer broader investment offerings and more partnership opportunities to portfolio companies than we are able to offer; and • Some of our competitors have instituted or may institute low cost high speed financial applications and services based on artificial intelligence and new competitors may enter the asset management space using new investment platforms based on artificial intelligence.
Biggest changeSee also “—Risks Related to Macroeconomic Factors—Difficult market and geopolitical conditions may reduce the value or hamper the performance of the investments made by our products or impair the ability of our products to raise or deploy capital.” Our products compete with a number of specialized funds, corporate buyers, traditional asset managers, real estate companies, insurance companies, commercial banks, investment banks, other investment managers and other financial institutions, including certain of our stockholders, as well as domestic and international pension funds and sovereign wealth funds, and we expect that competition will continue to increase. 28 Table of Contents Numerous factors increase our competitive risks, including, but not limited to: • Some of our competitors may have, or are perceived to have, more expertise or financial, technical, marketing and other resources and more personnel than we do; • Some of our products may not perform as well as competitors’ funds or other available investment products; • Some of our competitors have raised significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities; • Some of our competitors may have lower fees or alternative fee arrangements that potential investors may find more appealing; • Some of our competitors may be willing to pay higher placement, servicing or other forms of distributor fees in order to broaden distribution of their private wealth products, which may adversely impact the amount of capital we are able to raise in the private wealth channel; • Some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our products, including our products that directly use leverage or rely on debt financing of their portfolio investments to generate superior investment returns; • Some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us or to agree to less restrictive legal terms and protections for investments that we want to make; • Some of our competitors may be subject to less regulation or fewer conflicts of interest and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do, bear less compliance expense than we do or be viewed differently in the marketplace; • Some of our competitors offer greater liquidity to investors in their products; • Some of our competitors may have more flexibility than us in raising and deploying certain types of products under the investment management contracts they have negotiated with their product investors; • Some of our competitors may offer broader investment offerings and more partnership opportunities to portfolio companies than we are able to offer; and • Some of our competitors have instituted or may institute low-cost high speed financial applications and services based on artificial intelligence and machine learning technologies (collectively, “AI technologies”) and new competitors may enter the asset management space using new investment platforms based on AI technologies.
Structure and Governance • Blue Owl has elected to be treated as, a “controlled company” within the meaning of the NYSE listing standards and, as a result, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies. • The multi-class structure of our common stock has the effect of concentrating voting power with the Principals, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. • Blue Owl Capital Inc. is a holding company and its only material source of cash is its indirect interest (held through Blue Owl GP) in the Blue Owl Operating Partnerships, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
Structure and Governance • Blue Owl has elected to be treated as a “controlled company” within the meaning of the NYSE listing standards and, as a result, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies. • The multi-class structure of Blue Owl common stock has the effect of concentrating voting power with the Principals, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. • Blue Owl Capital Inc. is a holding company and its only material source of cash is its indirect interest (held through Blue Owl GP) in the Blue Owl Operating Partnerships, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
Even if the foregoing relationships and transactions do not create actual conflicts, the perception of conflicts in the press or the financial community generally could create negative publicity with respect to Blue Owl, which could adversely affect the relationships of with our product investors. Conflicts related to our lack of information barriers.
Even if the foregoing relationships and transactions do not create actual conflicts, the perception of conflicts in the press or the financial community generally could create negative publicity with respect to Blue Owl, which could adversely affect the relationships with our product investors. Conflicts related to our lack of information barriers.
Subject to having available cash and subject to limitations imposed by applicable law and contractual restrictions, the Limited Partnership Agreements require the Blue Owl Operating Partnerships to make certain distributions to holders of Common Units and to Blue Owl GP pro rata to facilitate the payment of taxes with respect to the income of the Blue Owl Operating Partnerships that is allocated to them.
Subject to having available cash and subject to limitations imposed by applicable law and contractual restrictions, the Blue Owl Limited Partnership Agreements require the Blue Owl Operating Partnerships to make certain distributions to holders of Common Units and to Blue Owl GP pro rata to facilitate the payment of taxes with respect to the income of the Blue Owl Operating Partnerships that is allocated to them.
Conflicts of Interest • Conflicts of interest may arise in our allocation of capital and co-investment opportunities, fees and expenses amongst products or in circumstances where our products hold investments at different levels of the capital structure. • Our entitlement and that of certain Principals and employees to receive performance revenues from certain of our products may create an incentive for us to make decisions, including more speculative investments and determinations on behalf of our products, than would be the case in the absence of such performance income. • Conflicts of interest may arise when one or more products make an investment in a company with which other products or platforms have a business relationship.
Conflicts of Interest • Conflicts of interest may arise in our allocation of capital and co-investment opportunities, fees and expenses amongst products or in circumstances where our products hold investments at different levels of the capital structure. • Our entitlement and that of certain Principals and employees to receive performance income from certain of our products may create an incentive for us to make more decisions, including speculative investments and determinations on behalf of our products, than would be the case in the absence of such performance income. • Conflicts of interest may arise when one or more products make an investment in a company with which other products or platforms have a business relationship.
Competition may be amplified by changes in product investors allocating increased amounts of capital away from alternative asset managers; and • Poor performance of one or more of our products, either relative to market benchmarks or in absolute terms (e.g., based on market value or net asset value of our BDCs’ shares), or compared to our competitors may cause product investors to regard our products less favorably than those of our competitors, thereby adversely affecting our ability to raise new or successor products.
Competition may be amplified by changes in investors allocating increased amounts of capital away from alternative asset managers; and • Poor performance of one or more of our products, either relative to market benchmarks or in absolute terms (e.g., based on market value or net asset value of our BDCs’ shares or net asset value of OWLCX’s shares), or compared to our competitors may cause product investors to regard our products less favorably than those of our competitors, thereby adversely affecting our ability to raise new or successor products.
Employee or third-party service provider misconduct could also include, among other things, binding us to transactions that exceed authorized limits or present unacceptable risks and other unauthorized activities or concealing unsuccessful investments (which, in either case, may result in unknown and unmanaged risks or losses), or otherwise charging (or seeking to charge) inappropriate expenses or inappropriate or unlawful behavior or actions directed towards other employees.
Employee, former employee or third-party service provider misconduct could also include, among other things, binding us to transactions that exceed authorized limits or present unacceptable risks and other unauthorized activities or concealing unsuccessful investments (which, in either case, may result in unknown and unmanaged risks or losses), or otherwise charging (or seeking to charge) inappropriate expenses or inappropriate or unlawful behavior or actions directed towards other employees.
We, our products and our products’ portfolio companies face increasing scrutiny from certain investors, third party assessors that measure companies’ ESG performance, our stockholders and other stakeholders related to ESG-related topics, including in relation to diversity and inclusion, human rights, environmental stewardship, support for local communities, corporate governance and transparency.
We, our products and our products’ portfolio companies face increasing scrutiny from certain investors, third party assessors that measure companies’ ESG performance, our stockholders, regulators and other stakeholders related to ESG-related topics, including in relation to diversity and inclusion, human rights, environmental stewardship, support for local communities, corporate governance and transparency.
Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which restrict or prohibit, among other things, direct and indirect transactions with, and the provision of services to, certain non-U.S. countries, territories, industry sectors, individuals and entities.
Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which restrict or prohibit, among other things, direct and indirect transactions with, and the provision of services to, certain countries, territories, industry sectors, individuals and entities.
Blue Owl Capital Inc. is a holding company with no material assets other than its indirect ownership of the GP Units (as defined in Note 1 to the Financial Statements) through Blue Owl GP and certain deferred tax assets. As a result, Blue Owl Capital Inc. has no independent means of generating revenue or cash flow.
Blue Owl Capital Inc. is a holding company with no material assets other than its indirect ownership of the GP Units (as defined in Note 1 to our Financial Statements) through Blue Owl GP and certain deferred tax assets. As a result, Blue Owl Capital Inc. has no independent means of generating revenue or cash flow.
Many firms have received inquiries during examinations or directly from the SEC’s Division of Enforcement regarding various transparency-related topics, including the acceleration of monitoring fees, the allocation of broken-deal expenses, outside business activities of firm principals and employees, group purchasing arrangements, climate-related disclosures and general conflicts of interest disclosures.
Many firms have received inquiries during examinations or directly from the SEC’s Division of Enforcement regarding various transparency-related topics, including the acceleration of monitoring fees, the allocation of broken-deal expenses, outside business activities of firm principals and employees, group purchasing arrangements and general conflicts of interest disclosures.
The integration of our acquisitions may present material challenges, including, without limitation: • combining leadership teams and corporate cultures; • the diversion of management’s attention from ongoing business concerns and performance shortfalls as a result of the devotion of management’s attention to the integration of a new asset or business; • managing a larger combined business; 34 Table of Contents • maintaining employee morale and retaining key management and other employees, including by offering sufficiently attractive terms of employment; • retaining existing business and operational relationships, and attracting new business and operational relationships; • the possibility of faulty assumptions underlying expectations regarding the integration process; • consolidating corporate and administrative infrastructures and eliminating duplicative operations; • difficulty replicating or replacing functions, systems and infrastructure provided by prior owners of interests in one or more business divisions or the loss of benefits from such prior owners’ global contracts; • managing expense loads and maintaining currently anticipated operating margins given that products may be different in nature and therefore may require additional personnel and compensation expenses, which expenses may be borne by us, rather than our products; and • unanticipated issues in integrating information technology, communications and other systems.
The integration of our acquisitions may present material challenges, including, without limitation: • combining leadership teams and corporate cultures; • the diversion of management’s attention from ongoing business concerns and performance shortfalls as a result of the devotion of management’s attention to the integration of a new asset or business; • managing a larger combined business; • maintaining employee morale and retaining key management and other employees, including by offering sufficiently attractive terms of employment; • retaining existing business and operational relationships, and attracting new business and operational relationships; • the possibility of faulty assumptions underlying expectations regarding the integration process; • consolidating corporate and administrative infrastructures and eliminating duplicative operations; • difficulty replicating or replacing functions, systems and infrastructure provided by prior owners of interests in one or more business divisions or the loss of benefits from such prior owners’ global contracts; • managing expense loads and maintaining currently anticipated operating margins given that products may be different in nature and therefore may require additional personnel and compensation expenses, which expenses may be borne by us, rather than our products; and • unanticipated issues in integrating information technology, communications and other systems.
Investment Management • Management fees and other fees comprise the majority of our revenues and a reduction in such fees could have an adverse effect on our results of operations and the level of cash available for distributions to our stockholders. • Our growth depends in large part on our ability to raise new and successor products.
Investment Management • Management fees and other fees comprise a substantial majority of our revenues and a reduction in such fees could have an adverse effect on our results of operations and the level of cash available for distributions to our stockholders. • Our growth depends in large part on our ability to raise new and successor products.
While GP Strategic Capital funds are not required to realize assets as of any date, if and to the extent a liquidity strategy event occurs prior to the management fee end date, this could cause a reduction in the amount of management fees we are otherwise entitled to receive.
While GP Strategic Capital funds are not required to realize assets as of any date, if and to the extent a liquidity event occurs prior to the management fee end date, this could cause a reduction in the amount of management fees we are otherwise entitled to receive.
In addition, the provisions of the Investor Rights Agreement provide the stockholders party thereto with certain Board representation and other consent rights that could also have the effect of delaying or preventing a change in control. 61 Table of Contents Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
In addition, the provisions of the Investor Rights Agreement provide the stockholders party thereto with certain Board representation and other consent rights that could also have the effect of delaying or preventing a change in control. 63 Table of Contents Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
The Bank Secrecy Act of 1970 and the USA PATRIOT Act require that financial institutions (a term that includes banks, broker-dealers and investment companies) establish and maintain compliance programs to guard against money laundering activities.
The Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001 require that financial institutions (a term that includes banks, broker-dealers and investment companies) establish and maintain compliance programs to guard against money laundering activities.
Further, if the assets of a fund that is not intended to hold plan assets become plan assets (whether because of our breach, a change in law or otherwise), the application of ERISA-related requirements on our product may prevent us from operating the fund as intended and may cause the fund to breach its obligations with Partner Managers or other investments, which would create significant liabilities for our products and could significantly impact the fund’s ability to make any further investments.
In addition, if the assets of a fund that is not intended to hold plan assets become plan assets (whether because of our breach, a change in law or otherwise), the application of ERISA-related requirements to our product may prevent us from operating the fund as intended and may cause the fund to breach its obligations with Partner Managers or other investments, which would create significant liabilities for our products and could significantly impact the fund’s ability to make any further investments.
We, our products and our products’ portfolio companies are subject to increasing scrutiny from certain investors, third party assessors, our stockholders and other stakeholders with respect to ESG-related topics.
We, our products and our products’ portfolio companies are subject to increasing scrutiny from certain investors, third party assessors, our stockholders, regulators and other stakeholders with respect to ESG-related topics.
Further, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk.
Further, asset managers have been subject to scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk.
Subject to the development and implementation of both Amount A of Pillar One and Pillar Two (including the implementation of the EU minimum tax directive by EU Member States) and the details of any domestic legislation, double taxation treaty amendments and multilateral agreements which are necessary to implement them, effective tax rates could increase for Blue Owl and/or its subsidiaries or within the structure of our products or on their investments, including by way of higher levels of tax being imposed than is currently the case, possible denial of deductions or increased withholding taxes and/or profits being allocated differently and/or penalties could be due.
Subject to the development and implementation of both Amount A of Pillar One and Pillar Two (including the implementation of the EU minimum tax directive by EU Member States) and the details of any domestic legislation, double taxation treaty amendments and multilateral agreements which are necessary to implement them, effective tax rates could increase for Blue Owl and/or its subsidiaries or 61 Table of Contents within the structure of our products or on their investments, including by way of higher levels of tax being imposed than is currently the case, possible denial of deductions or increased withholding taxes and/or profits being allocated differently and/or penalties could be due.
Non-BDC Credit products generally have a base management fee that is typically based on a percentage of gross asset value (which, if applicable, includes the portion of such investments purchased with leverage) although our alternative credit products generally have a management fee that is typically based on net invested capital, whereas our GP Strategic Capital products generally have a management fee that is initially a set percentage of capital committed by investors, and then, following a step down event (generally either the end of the investment period or, for certain funds, when the fund’s commitments become substantially invested or drawn), is adjusted to a lower percentage of the fund’s cost of unrealized investments, subject to impairment losses for certain funds.
Non-Regulated Product Credit products generally have a base management fee that is typically based on a percentage of gross asset value (which, if applicable, includes the portion of such investments purchased with leverage) although our alternative credit products generally have a management fee that is typically based on net invested capital, whereas our GP Strategic Capital products generally have a management fee that is initially a set percentage of capital committed by investors, and then, following a step down event (generally either the end of the investment period or, for certain funds, when the fund’s commitments become substantially invested or drawn), is adjusted to a lower percentage of the fund’s cost of unrealized investments, subject to impairment losses for certain funds.
Those Partner Managers may, from time to time, directly or through their funds, enter into transactions or other contractual arrangements with us or our products outside of the GP minority stakes strategy, including our private funds, BDCs and Real Assets products, or between or among one another in the ordinary course of business, which may result in additional conflicts of interest.
Those Partner Managers may, from time to time, directly or through their funds, enter into transactions or other contractual arrangements with us or our products outside of the GP minority stakes strategy, including our private funds, Regulated Products and Real Assets products, or between or among one another in the ordinary course of business, which may result in additional conflicts of interest.
If such a company were to encounter financial difficulty or default on its obligations as a borrower, our product or a product managed by a Partner Manager, could be 42 Table of Contents required to take actions that may be adverse to those of our Real Assets products in enforcing its rights under the relevant facilities or agreements, or vice versa.
If such a company were to encounter 43 Table of Contents financial difficulty or default on its obligations as a borrower, our product or a product managed by a Partner Manager, could be required to take actions that may be adverse to those of our Real Assets products in enforcing its rights under the relevant facilities or agreements, or vice versa.
Furthermore, Blue Owl GP’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. 64 Table of Contents Adverse developments in U.S. and non-U.S. tax laws could have a material and adverse effect on our business.
Furthermore, Blue Owl GP’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. 66 Table of Contents Adverse developments in U.S. and non-U.S. tax laws could have a material and adverse effect on our business.
We may allocate an investment opportunity that is appropriate for two or more investment products in a manner that excludes one or more products or results in a disproportionate allocation based on factors or criteria that we determine including, but not limited to, differences with respect to available capital; the current or anticipated size of a product; minimum investment amounts; the remaining life of a product; differences in investment objectives, guidelines or strategies; diversification; portfolio construction considerations; liquidity needs; legal, tax and regulatory requirements and other considerations deemed relevant to us and in accordance with our policies and procedures.
We reserve the right to allocate an investment opportunity that is appropriate for two or more investment products in a manner that excludes one or more products or results in a disproportionate allocation based on factors or criteria that we determine including, but not limited to, differences with respect to available capital; the current or anticipated size of a product; minimum investment amounts; the remaining life of a product; differences in investment objectives, guidelines or strategies; diversification; portfolio construction considerations; liquidity needs; legal, tax and regulatory requirements and other considerations deemed relevant to us and in accordance with our policies and procedures.
Economic events affecting the U.S. economy, such as volatility in the financial markets, inflation, fluctuations in interest rates or global or national events that are beyond our control, could cause investors to request redemption of an increased number of shares pursuant to the share redemption programs of our non-traded products, potentially in excess of established limits.
Economic events affecting the U.S. economy, such as volatility in the financial markets, inflation, fluctuations in interest rates or global or national events that are beyond our control, could cause investors to request repurchase of an increased number of shares pursuant to the share repurchase programs of our non-traded products, potentially in excess of established limits.
Certain Partner Managers that are engaged in managing funds focused on similar businesses as our other product lines may consider Blue Owl 43 Table of Contents to be a competitor with respect to their business and may seek to invoke remedies available to them under the investment agreements or pursue other remedies.
Certain Partner 44 Table of Contents Managers that are engaged in managing funds focused on similar businesses as our other product lines may consider Blue Owl to be a competitor with respect to their business and may seek to invoke remedies available to them under the investment agreements or pursue other remedies.
Attempts to expand our business involve a number of special risks, including some or all of the following: • the required investment of capital and other resources; • the diversion of management’s attention from our core products; • the assumption of liabilities in any acquired business; • the disruption of our ongoing business; • entry into markets or lines of business in which we may have limited or no experience, and which may subject us to new laws and regulations which we are not familiar or from which we are currently exempt; • increasing demands on our operational and management systems and controls; • compliance with or applicability to our business or our products’ portfolio companies of regulations and laws, including, in particular, local regulations and laws (for example, consumer protection-related laws, digital infrastructure regulation, environmental regulation, insurance regulation and tax laws) and the impact that noncompliance or even perceived noncompliance could have on us and our products’ portfolio companies; • conflicts between business lines in deal flow or objectives; • we may be dependent upon, and subject to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control; • potential increase in product investor concentration; and 35 Table of Contents • the broadening of our geographic footprint, increasing the risks associated with conducting operations in foreign jurisdictions where we currently have little or no presence, such as different legal, tax and regulatory regimes and currency fluctuations, which require additional resources to address.
Attempts to expand our business involve a number of special risks, including some or all of the following: • the required investment of capital and other resources; • the diversion of management’s attention from our core products; • the assumption of liabilities in any acquired business; • the disruption of our ongoing business; • entry into markets, lines of business and investor profiles in which we may have limited or no experience, and which may subject us to new laws and regulations which we are not familiar or from which we are currently exempt; • increasing demands on our operational and management systems and controls; • compliance with or applicability to our business or our products’ portfolio companies of regulations and laws, including, in particular, local regulations and laws (for example, consumer protection-related laws, digital infrastructure regulation, environmental regulation, insurance regulation and tax laws) and the impact that noncompliance or even perceived noncompliance could have on us and our products’ portfolio companies; • conflicts between platforms or strategies in deal flow or objectives; • we may be dependent upon, and subject to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control; • potential increase in product investor concentration; and • the broadening of our geographic footprint, increasing the risks associated with conducting operations in foreign jurisdictions where we currently have little or no presence, such as different legal, tax and regulatory regimes and currency fluctuations, which require additional resources to address.
For example, in the normal course of business, one of our products may acquire debt positions in, or lend to, portfolio companies in which another of our products owns common equity securities or a subordinated debt 40 Table of Contents position. Such investments or commitments may be made at different times, at different prices and on different terms.
For example, in the normal course of business, one of our products may acquire debt positions 41 Table of Contents in, or lend to, portfolio companies in which another of our products owns common equity securities or a subordinated debt position. Such investments or commitments may be made at different times, at different prices and on different terms.
Blue Owl intends to cause Blue Owl GP to cause the Blue Owl Operating Partnerships to make ordinary distributions and tax distributions to holders of the interests in the Blue Owl Operating Partnerships on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments by Blue Owl GP under the Tax Receivable Agreement and dividends, if any, 62 Table of Contents declared by Blue Owl.
Blue Owl intends to cause Blue Owl GP to cause the Blue Owl Operating Partnerships to make ordinary distributions and tax distributions to holders of the interests in the Blue Owl Operating Partnerships on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments by Blue Owl GP under the Tax Receivable Agreement and dividends, if any, 64 Table of Contents declared by Blue Owl.
Recent inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our products’ portfolio companies’ operations. If such portfolio companies are unable to pass any increases in the costs of their operations along to their customers, it could adversely affect their operating results.
Ongoing inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our products’ portfolio companies’ operations. If such portfolio companies are unable to pass any increases in the costs of their operations along to their customers, it could adversely affect their operating results.
In addition, if one of our BDCs is an investor in a portfolio company alongside other of our products that have invested in a different part of the portfolio company’s capital structure, the Investment Company Act may prohibit us from negotiating on behalf of any such product in connection with a reorganization or restructuring of the portfolio company.
In addition, if one of our Regulated Products is an investor in a portfolio company alongside other of our products that have invested in a different part of the portfolio company’s capital structure, the Investment Company Act may prohibit us from negotiating on behalf of any such product in connection with a reorganization or restructuring of the portfolio company.
Depending on how governmental authorities elect to exercise their statutory authority, it could increase the compliance 32 Table of Contents costs for the companies that our alternative credit products invest in, potentially delay their ability to respond to marketplace changes, result in requirements to alter products and services that would make them less attractive to consumers, and experience other negative impacts on their business condition and results of operations that in turn impact their ability to repay loans and negatively affect our products' investments in such companies.
Depending on how governmental authorities elect to exercise their statutory authority, it could increase the compliance costs for the companies that our alternative credit products invest in, potentially delay their ability to respond to marketplace changes, result in requirements to alter products and services that would make them less attractive to consumers, and experience other negative impacts on their business condition and results of operations that in turn impact their ability to repay loans and negatively affect our products’ investments in such companies.
If adopted in its current form, the proposal could result in additional reporting and disclosure obligations for investment funds and/or their subsidiaries (which may require the sharing with applicable taxing or other governmental authorities information concerning investors) and/or additional tax being suffered by us or our affiliates.
If adopted in its current form, the proposal could result in additional reporting and disclosure obligations for investment funds and/or their subsidiaries (which may require the sharing with applicable taxing or other governmental authorities’ information concerning investors) and/or additional tax being suffered by us or our affiliates.
Additionally, in January 2025, the new Presidential administration signed a number of executive orders focused on DEI (the “Executive Orders”), which include a broad mandate to eliminate federal DEI programs and a caution to the private sector to end what may be viewed as illegal DEI discrimination and preferences.
Additionally, in January 2025, the current Presidential administration signed a number of executive orders focused on DEI (the “Executive Orders”), which include a broad mandate to eliminate federal DEI programs and a caution to the private sector to end what may be viewed as illegal DEI discrimination and preferences.
Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing and nature of our future offerings. 67 Table of Contents Item 1B. Unresolved Staff Comments. None.
Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing and nature of our future offerings. 69 Table of Contents Item 1B. Unresolved Staff Comments. None.
Moreover, if our personnel join competitors or form businesses that compete with ours, that could adversely affect our ability to raise new or successor products. 39 Table of Contents Conflicts of Interest Conflicts of interest may arise in our allocation of capital and co-investment opportunities.
Moreover, if our personnel join competitors or form businesses that compete with ours, that could adversely affect our ability to raise new or successor products. 40 Table of Contents Conflicts of Interest Conflicts of interest may arise in our allocation of capital and co-investment opportunities.
In the management and operation of such products and accounts, we seek to comply with the applicable provisions of ERISA and Section 4975 of the Code, and do not engage in any transactions which we know or should know are “prohibited transactions” for which no exemption applies.
In the management and operation of such products and accounts, we seek to comply with the applicable provisions of ERISA and Section 4975 of the Code, and do not engage in any transactions which we know or should know are “prohibited transactions” under Section 406 of ERISA or Section 4975 of the Code for which no exemption applies.
The establishment of information barriers may also lead to operational disruptions and result in restructuring costs, including costs related to hiring additional personnel as existing investment professionals are allocated to either side of a barrier. Additional and unpredictable conflicts of interests may rise in the future.
The establishment of information barriers may also lead to operational disruptions and result in restructuring costs, including costs related to hiring additional personnel as existing investment professionals are allocated to either side of a barrier. Additional and unpredictable conflicts of interests may arise in the future.
We may not be able to replace the AIFM, or do so on a timely basis. 47 Table of Contents Alternatively, if we are able to find a replacement service provider to act as AIFM, the replacement service provider may demand terms that are unfavorable to the relevant product.
We may not be able to replace the AIFM, or do so on a timely basis. 48 Table of Contents Alternatively, if we are able to find a replacement service provider to act as AIFM, the replacement service provider may demand terms that are unfavorable to the relevant product.
If any of our BDCs or REITs fail to maintain RIC or REIT, as applicable, tax treatment for any reason and are subject to U.S. federal income tax at corporate rates, the resulting taxes could substantially reduce their net assets, which could have a material adverse effect on our BDCs, and as a result, on the management fees we may earn from our BDCs and REITs.
If any of our Regulated Products or REITs fail to maintain RIC or REIT, as applicable, tax treatment for any reason and are subject to U.S. federal income tax at corporate rates, the resulting taxes could substantially reduce their net assets, which could have a material adverse effect on our Regulated Products and REITs, and as a result, on the management fees we may earn from our Regulated Products and REITs.
Several of the areas of tax law (including double taxation treaties) on which the BEPS Project focuses are relevant to our ability to efficiently realize income or capital gains and to efficiently repatriate income and capital gains from the jurisdictions in which they arise to investors and, 58 Table of Contents depending on the extent to and manner in which relevant jurisdictions have implemented (or implement, as the case may be) changes in those areas of tax law (including double taxation treaties), our ability to do those things may be adversely impacted.
Several of the areas of tax law (including double taxation treaties) on which the BEPS Project focuses are relevant to our ability to efficiently realize income or capital gains and to efficiently repatriate income and capital gains from the jurisdictions in which they arise to investors and, depending on the extent to and manner in which relevant jurisdictions have implemented (or implement, as the case may be) changes in those areas of tax law (including double taxation treaties), our ability to do those things may be adversely impacted.
In addition, it is possible that some jurisdictions will elect to restrict or prohibit the marketing of non-EEA products to investors based in EEA jurisdictions, which may make it more difficult for certain products to raise its targeted amount of Commitments.
In addition, it is possible that some jurisdictions will elect to restrict or prohibit the marketing of non-EEA products to investors based in EEA jurisdictions, which may make it more difficult for certain products to raise their targeted amount of Commitments.
Other jurisdictions, including other states in the United States, have either passed, proposed, adopted or are considering similar laws and regulations to the CCPA, CPRA and GDPR, which could impose similarly significant costs, potential liabilities and operational and legal obligations.
Other jurisdictions, including other states in the United States, have either passed, proposed, adopted or are considering similar laws and regulations to the CCPA, CPRA, GDPR and UK GDPR which impose similarly significant costs, potential liabilities and operational and legal obligations.
For additional details, see “ — Conflicts of Interest—Conflicts of interest may arise in our allocation of capital and co-investment opportunities.” 45 Table of Contents The Dodd-Frank Act The Dodd-Frank Act authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate risk-taking by covered financial institutions.
For additional details, see “—Conflicts of Interest—Conflicts of interest may arise in our allocation of capital and co-investment opportunities.” The Dodd-Frank Act The Dodd-Frank Act authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate risk-taking by covered financial institutions.
In addition, as required by the Investment Company Act, the investment advisory and management agreements with our BDCs may be terminated without penalty upon 60 days’ written notice to the other party. Termination or non-renewal of any of these agreements would reduce our revenues significantly and could have a material adverse effect on our financial condition.
In addition, as required by the Investment Company Act, the investment advisory and management agreements with our Regulated Products may be terminated without penalty upon 60 days’ written notice to the other party. Termination or non-renewal of any of these agreements would reduce our revenues significantly and could have a material adverse effect on our financial condition.
Private Funds For our other non-BDC Credit products, as well as GP Strategic Capital and certain Real Assets products, which we refer to as our private funds, we enter into investment advisory and management agreements whereby we generally receive base management fees from the inception of such fund through the liquidation of such fund or for certain of our GP Strategic Capital 26 Table of Contents products for a set period.
Private Funds For our other non-Regulated Product Credit products, as well as certain Real Assets products and GP Strategic Capital products, which we refer to as our private funds, we enter into investment advisory and management agreements whereby we generally 26 Table of Contents receive base management fees from the inception of such fund through the liquidation of such fund or, for certain of our products, for a set period.
Any failure to comply with anti-corruption and anti-bribery laws and regulations could have serious legal, financial and reputational consequences, including operational disruptions and significant financial penalties. 56 Table of Contents As part of our responsibility for the prevention of money laundering under applicable laws, we may require detailed verification of a prospective investor’s identity and the source of such prospective investor’s funds.
Any failure to comply with anti-corruption and anti-bribery laws and regulations could have serious legal, financial and reputational consequences, including operational disruptions and significant financial penalties. As part of our responsibility for the prevention of money laundering under applicable laws, we may require detailed verification of a prospective investor’s identity and the source of such prospective investor’s funds.
Alternatively, we may be incentivized to cause a product invested in a senior debt position to be more passive or refrain from taking actions adverse to other products invested in equity or subordinated debt given the possibility for losses for these products.
For example, we may be incentivized to cause a product invested in a senior debt position to be more passive or refrain from taking actions adverse to other products invested in equity or subordinated debt given the possibility for losses for these products.
Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. In addition, securities research analysts may compare Blue Owl to companies that are not appropriately 66 Table of Contents comparable, which could lead to lower than expected valuations.
Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. In addition, securities research analysts may compare Blue Owl to companies that are not appropriately comparable, which could lead to lower than expected valuations.
As a result, Blue Owl may need to provide discounts more broadly to investors or reduce fees to meet such industry pressures, which reduction in fees may be further exacerbated by discount expectations of existing investors. 27 Table of Contents Other Fee Income We also receive fee income for providing services to certain portfolio companies of our products.
As a result, Blue Owl may need to provide discounts more broadly to investors or reduce fees to meet such industry pressures, which reduction in fees may be further exacerbated by discount expectations of existing investors. Other Fee Income We also receive fee income for providing services to our products or certain portfolio companies of our products.
Such services include arrangement, syndication, origination, structuring analysis, capital structure and business plan advice and other services.
Such services include arrangement, syndication, origination, capital markets, structuring analysis, capital structure and business plan advice and other services.
The use of leverage by our products increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. If the value of a fund’s assets were to decrease, leverage would cause net asset value to decline more sharply than it otherwise would if the fund had not employed leverage.
The use of leverage by our products increases the volatility of investments by 30 Table of Contents magnifying the potential for gain or loss on invested equity capital. If the value of a fund’s assets were to decrease, leverage would cause net asset value to decline more sharply than it otherwise would if the fund had not employed leverage.
Accordingly, there can be no assurance that any conflict arising from these allocations of expenses will be resolved in a manner responsive to the interests of all of our clients, which could damage our reputation. The activities of the Business Services Platform and the allocation of BSP Expenses have in the past been subject to an SEC order.
Accordingly, there can be no assurance that any conflict arising from these allocations of expenses will be resolved in a manner responsive to the interests of all of our clients, which could damage our reputation. The activities of the BSP and the allocation of BSP Expenses have in the past been subject to an SEC order.
If one or more analysts cease coverage of us or fail to publish reports on us regularly, our share price or trading volume could decline. Future offerings of debt or offerings or issuances of equity securities by us may adversely affect the market price of our Class A Shares or otherwise dilute all other stockholders.
If one or more analysts cease coverage of us or fail to publish reports on us regularly, our share price or trading volume could decline. 68 Table of Contents Future offerings of debt or offerings or issuances of equity securities by us may adversely affect the market price of our Class A Shares or otherwise dilute all other stockholders.
Such transactions may also limit the opportunity for gain if the value of a position increases. Moreover, it may not be possible to limit the exposure to a market development that is so generally anticipated that a hedging or other derivative transaction cannot be entered into at an acceptable price.
Such transactions may also limit the opportunity for 37 Table of Contents gain if the value of a position increases. Moreover, it may not be possible to limit the exposure to a market development that is so generally anticipated that a hedging or other derivative transaction cannot be entered into at an acceptable price.
Additionally, each quarter, the applicable investment adviser, as the valuation designee, will provide the audit committee of each of our BDCs with a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, as well as a written assessment of the adequacy and effectiveness of its fair value process.
Additionally, each quarter, the applicable investment adviser, as the valuation designee, will provide the audit committee of each of our Regulated Products with a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, as well as a written assessment of the adequacy and effectiveness of its fair value process.
This platform offers insurance-focused strategies across a wide range of asset classes and risk spectrum, including asset-backed finance, commercial real estate lending, private corporate credit and structured products.
This platform offers insurance-focused strategies across a wide range of asset classes and risk spectrums, including asset-backed finance, commercial real estate lending, private corporate credit and structured products.
Other Securities Laws In addition, we regularly rely on exemptions from various requirements of the Securities Act, the Exchange Act, the Commodity Exchange Act, state securities (blue sky) laws and foreign securities laws. Those exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom we do not control.
Other Securities Laws In addition, we regularly rely on exemptions from various requirements of the Securities Act, the Exchange Act, the Commodity Exchange Act of 1936, as amended, state securities (blue sky) laws and foreign securities laws. Those exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom we do not control.
Any security interests or negative covenants required by a credit facility we enter into may limit our ability to create liens on assets to secure additional debt. • Cybersecurity risks and data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships. 23 Table of Contents Personnel • We depend on our senior management team, senior investment professionals and other key personnel to provide their services to us, our investment advisers and our products. • Employee misconduct could harm us by impairing our ability to attract and retain product investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm. • Our future growth depends on our ability to attract, retain and develop human capital in a highly competitive talent market.
Any security interests or negative covenants required by a credit facility we enter into may limit our ability to create liens on assets to secure additional debt. • Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships. 23 Table of Contents Personnel • We depend on our senior management team, senior investment professionals and other key personnel to provide their services to us and our products. • Employee, former employee or third-party service provider misconduct could harm us by impairing our ability to attract and retain product investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm. • Our future growth depends on our ability to attract, retain and develop human capital in a highly competitive talent market.
We could also repay these borrowings by using cash on hand, cash 36 Table of Contents provided by our continuing operations or cash from the sale of our assets. We may be unable to enter into new facilities or issue debt or equity in the future on attractive terms, or at all.
We could also repay these borrowings by using cash on hand, cash provided by our continuing operations or cash from the sale of our assets. We may be unable to enter into new facilities or issue debt or equity in the future on attractive terms, or at all.
If the market price of our Class A Shares declines significantly, holders of our Class A Shares may be unable to resell 65 Table of Contents their shares at or above their purchase price, if at all.
If the market price of our Class A Shares declines significantly, holders of our Class A Shares may be unable to resell 67 Table of Contents their shares at or above their purchase price, if at all.
We may also, from time to time, (a) waive or voluntarily defer any fees payable to us by our BDCs or any BDCs that we may manage after the date hereof and (b) restructure any existing fee waivers in place with our BDCs so that such of our BDCs will be obligated to pay fee amounts that are less than the full fee amounts owed to us pursuant to the terms of the applicable investment advisory and management agreements between us and such BDC, and the duration and extent of such waivers and deferrals in each of (a) and (b) may need to be significant to support continued fundraising.
We may also, from time to time, (a) waive or voluntarily defer any fees payable to us by our Regulated Products or any Regulated Products that we may manage after the date hereof and (b) restructure any existing fee waivers in place with our Regulated Products so that such of our Regulated Products will be obligated to pay fee amounts that are less than the full fee amounts owed to us pursuant to the terms of the applicable investment advisory and management agreements between us and such Regulated Product, and the duration and extent of such waivers and deferrals in each of (a) and (b) may need to be significant to support continued fundraising.
If our responsible investing or ESG-related practices or ratings do not meet the standards set by such investors or organizations, or if we receive a negative rating or assessment from any such organization, or if we fail, or are perceived to fail, to demonstrate progress toward our ESG priorities and initiatives, they may choose not to invest in our products or common stock, and we may face reputational damage.
If our responsible investing or ESG-related practices or ratings do not meet the standards set by such investors or organizations, or if we receive a negative rating or assessment from any such organization, or if we fail, or are perceived to fail, to demonstrate 52 Table of Contents progress toward our ESG priorities and initiatives, they may choose not to invest in our products or common stock, and we may face reputational damage.
Those restrictions may limit the ability of our private funds to make certain investments they otherwise may have made, and subject our products to additional compliance and regulatory risk.
These restrictions may limit the ability of our private funds to make certain investments they otherwise may have made, and subject our products to additional compliance and regulatory risk.
The final text of AIFMD II was published in the Official Journal of the European Union in March 2024, with AIFMD II due to be implemented by EU Member States from 2026.
The final text of AIFMD II was published in the Official Journal of the EU in March 2024, with AIFMD II due to be implemented by EU Member States from 2026.
Regulatory authorities in many relevant jurisdictions have broad regulatory (including through certain regulatory support organizations), administrative, and in some cases discretionary, authority with respect to insurance and reinsurance companies and/or their investment advisors, which may include, among other things, the investments insurance and reinsurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements and capital adequacy.
Regulatory authorities in many relevant jurisdictions have broad regulatory (including through certain regulatory support organizations), administrative, and in some cases discretionary, authority with respect to insurance and reinsurance companies and/or their investment advisors, which may include, among other things, the investments insurance and reinsurance companies may 50 Table of Contents acquire and hold, marketing practices, affiliate transactions, reserve requirements and capital adequacy.
For example, in 2024 Blue Owl agreed to acquire Partner Managers in which certain of our GP Strategic Capital products held, directly or indirectly, minority, non-controlling interests, in connection with which we implemented procedures to minimize or eliminate any conflicts.
For example, in 2024 Blue Owl agreed to acquire a Partner Manager in which certain of our GP Strategic Capital products held, directly or indirectly, minority, non-controlling interests, in connection with which we implemented procedures to minimize or eliminate any conflicts.
In addition, various other regulatory and voluntary initiatives launched by international, federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions may expose our business operations, products and products’ portfolio companies to other types of transition risks, such as: (i) political and policy risks, including changing regulatory incentives, and legal requirements (including with respect to greenhouse gas emissions) that could result in increased costs or changes in business operations, (ii) regulatory and litigation risks, including changing legal requirements that could result in increased permitting, tax and compliance costs, enhanced disclosure obligations, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to impacts related to climate change, (iii) technology and market risks, including declining market for investments in industries seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions, (iv) business trend risks, including requirements for certain portfolio companies related to capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations, and the increased attention to ESG considerations by our investors (including in connection with their determination of whether to invest), and (v) potential harm to our reputation if certain stakeholders, such as our investors or stockholders, believe that we are not adequately or appropriately responding to climate change and/or climate risk management, including through the way in which we operate 53 Table of Contents our business, the composition of our products’ existing portfolios, the new investments made by our products, or the decisions we make to continue to conduct or change our activities in response to climate change considerations.
While the United States has withdrawn from the Paris Agreement, various other regulatory and voluntary initiatives launched by international, federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions may expose our business operations, products and products’ portfolio companies to other types of transition risks, such as: (i) political and policy risks, including changing regulatory incentives, and legal requirements (including with respect to greenhouse gas emissions) that could result in increased costs or changes in business operations; (ii) regulatory and litigation risks, including changing legal requirements that could result in increased permitting, tax and compliance costs, enhanced disclosure obligations, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to impacts related to climate change; (iii) technology and market risks, including declining market for investments in industries seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions; (iv) business trend risks, including requirements for certain portfolio companies related to capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations, and the increased attention to ESG considerations by our investors (including in connection with their determination of whether to invest); and (v) potential harm to our reputation if certain stakeholders, such as our investors or stockholders, believe that we are not adequately or appropriately responding to climate change and/or climate risk management, including through the way in which we operate our business, the composition of our products’ existing portfolios, the new investments made by our products, or the decisions we make to continue to conduct or change our activities in response to climate change considerations.
As our GP Strategic Capital products’ investments in Partner Managers are intended to be held for an indefinite duration, we are dependent upon the ability of our Partner Managers to successfully execute their investment program and grow their assets under management.
As our GP Strategic Capital products’ investments in Partner Managers are intended to be held for an indefinite duration, the performance of such investments are dependent upon the ability of our Partner Managers to successfully execute their investment program and grow their assets under management.
Our professional sports minority stakes strategy is small and has been difficult to grow. Our Blue Owl HomeCourt Fund makes minority investments in NBA franchises and may also invest in entities with exposure to other sports leagues or franchises outside of the NBA.
Our professional sports minority stakes strategy is small and has been difficult to grow. Our Blue Owl HomeCourt Fund makes minority investments in NBA franchises and has invested, and may in the future invest, in entities with exposure to other sports leagues or franchises outside of the NBA.
For example, the governing documents of a fund generally impose certain obligations on the general partner or manager of the fund to cause the assets of the fund to not be treated as “plan assets” and a breach of that obligation could create liability for us.
For example, the governing documents of a fund generally impose certain obligations on the general partner or manager of the fund to cause the assets of the fund to not be treated as “plan assets” under the Plan Assets Regulation, and a breach of that obligation could create liability for us.
Many of the jurisdictions in which we or our affiliates invest or may invest have now ratified, accepted and approved the OECD’s Multilateral Instrument which brings into force a number of relevant changes to double tax treaties within scope.
Many of the jurisdictions in which we or our affiliates invest or may invest have now ratified, accepted and approved the 60 Table of Contents OECD’s Multilateral Instrument which brings into force a number of relevant changes to double tax treaties within scope.
Further, growing interest on the part of investors and regulators in ESG-related topics and themes and increased demand for, and scrutiny of, ESG-related disclosure by asset managers, have also increased the risk that asset managers could be perceived as, or accused of, making inaccurate or misleading statements regarding the ESG-related investment strategies of their and their funds’ responsible investing or ESG-related efforts or initiatives, or “greenwashing.” This risk may also materialize where ESG-related statements and/or disclosures made by a product’s portfolio companies are materially inconsistent with our ESG-related statements or disclosures, including those made on a voluntary basis or pursuant to any applicable regulation, such as Regulation EU 2019/2088 on sustainability-related disclosures in the financial services sector (the “SFDR”) or the Corporate Sustainability Reporting Directive (“CSRD”).
Further, interest on the part of investors and regulators in ESG-related topics and themes and increased demand for, and scrutiny of, ESG-related disclosure by asset managers, has also increased the risk that asset managers could be perceived as, or accused of, making inaccurate or misleading statements regarding the ESG-related investment strategies of their and their funds’ responsible investing or ESG-related efforts or initiatives, or “greenwashing.” This risk may also materialize where ESG-related statements and/or disclosures made by a product’s portfolio companies are materially inconsistent with our ESG-related statements or disclosures, including those made on a voluntary basis or pursuant to any applicable regulation, such as Regulation EU 2019/2088 on sustainability-related disclosures in the financial services sector (the “SFDR”).
Operations • The anticipated benefits of recent or future acquisitions may not be realized or may take longer than expected to realize. • Rapid growth of our business may be difficult to sustain and may place significant demands on our administrative, operational and financial resources. • Our use of leverage to finance our business or that of our products may expose us to substantial risks.
Operations • The anticipated benefits of recent or future development opportunities, acquisitions or joint ventures may not be realized or may take longer than expected to realize. • Rapid growth of our business may be difficult to sustain and may place significant demands on our administrative, operational and financial resources. • Our use of leverage to finance our business or that of our products may expose us to substantial risks.
More generally, investments in real estate-related businesses and assets are subject to risks including the following: • the financial resources of tenants; • changes in building, environmental and other laws; • energy and supply shortages; • various uninsured or uninsurable risks; • natural disasters, extreme weather events and other physical risks related to climate change; • changes in government regulations (such as rent control, digital infrastructure regulation and tax laws); • changes in interest rates; • the reduced availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; • negative developments in the economy that depress travel activity; • environmental liabilities; • contingent liabilities on disposition of assets; • unexpected cost overruns in connection with development projects; and • terrorist attacks and conflicts and other factors that are beyond our control.
More generally, investments in real estate-related businesses and assets are subject to risks including the following: • the financial resources of tenants; • changes in building, environmental and other laws; • energy and supply shortages and supply chain disruptions; • various uninsured or uninsurable risks; • natural disasters, extreme weather events and other physical risks related to climate change; • changes in government regulations (such as rent control and tax laws); • changes in interest rates; • the reduced availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; • negative developments in the economy that depress travel activity; • environmental liabilities; • tariffs and trade wars; • contingent liabilities on disposition of assets; • unexpected cost overruns in connection with development projects; and • terrorist attacks and conflicts and other factors that are beyond our control.
Additionally, our products’ properties are generally self-managed by the tenant or managed by a third party, which makes us dependent upon such third parties and subjects us to risks associated with the actions and financial resources of such third parties.
Additionally, our products’ properties are generally self- 32 Table of Contents managed by the tenant or managed by a third party, which makes us dependent upon such third parties and subjects us to risks associated with the actions and financial resources of such third parties.
Their reputations, expertise in investing, relationships with product investors and with 38 Table of Contents other members of the business communities on whom we and our products depend on for investment opportunities and financing are each critical elements in operating and expanding our business.
Their reputations, expertise in investing, relationships with product investors and with other members of the business communities on whom we and our products depend on for investment opportunities and financing are each critical elements in operating and expanding our business.
We do not carry any “key person” insurance that would provide us with proceeds in the event of the death or disability of any of our senior professionals, and we do not have a policy that prohibits our senior professionals from traveling together.
We do not carry 39 Table of Contents any “key person” insurance that would provide us with proceeds in the event of the death or disability of any of our senior professionals, and we do not have a policy that prohibits our senior professionals from traveling together.
Non-compliance with any applicable Privacy Laws represents a serious risk to our business. Many jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal 54 Table of Contents information.
Non-compliance with any applicable Privacy Laws represents a serious risk to our business. Many jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal information.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe C-ROC is responsible for gathering information with respect to a cybersecurity incident, assessing its severity and potential responses, as well as communicating with senior management and the Audit Committee or full Board, as appropriate. This framework contemplates conducting simulated cybersecurity incident response exercises with members of senior management on an interim basis in coordination with external cyber counsel.
Biggest changeThe C-ROC is responsible for gathering information with respect to a cybersecurity incident, assessing its severity and potential responses, as well as communicating with senior management and the Audit Committee or full Board, as appropriate.
Governance and Oversight of Cybersecurity Risks We have developed an incident response framework to identify, assess, manage and report cybersecurity events, which is managed and implemented by our Cyber Risk Operating Committee (the “C-ROC”), a cross-functional management committee that includes our General Counsel, Chief Operating Officer, Chief Compliance Officer and IT Management.
Governance and Oversight of Cybersecurity Risks We have developed an incident response framework to identify, assess, manage and report cybersecurity events, which is managed and implemented by our Cyber Risk Operating Committee (the “C-ROC”), a cross-functional management committee that includes our General Counsel, Chief Operating Officer, Global Chief Compliance Officer and IT Management.
Item 1C. Cybersecurity. Cybersecurity Processes and Risk Assessment Our cybersecurity policies and processes are overseen by the Audit Committee of our Board.
Item 1C. Cybersecurity. Cybersecurity Processes and Risk Assessment Our cybersecurity processes are overseen by the Audit Committee of our Board.
The team is led by our Chief Technology Officer, who has over 25 years of experience advising 68 Table of Contents on technology strategy, including digital transformation, cybersecurity, business analytics and infrastructure, and our Head of Technology Infrastructure, who has over 20 years of experience in the information technology field with a focus on IT risk governance and management, information security, incident response capabilities and assessing effectiveness of controls.
The team is led by our Chief Technology Officer, who has over 25 years of experience advising on technology strategy, including digital transformation, cybersecurity, business analytics and infrastructure, and our Head of Technology Infrastructure, who has over 20 years of experience in the information technology field with a focus on IT risk governance and management, information security, incident response capabilities and assessing effectiveness of controls.
Risk Factors—Risks Related to Our Operations—Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships. ” and “Item 1A.
Risk Factors—Risks Related to Our Operations—Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships” and “Item 1A.
These reports also include updates on our preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents. Impact of Cybersecurity Risks In 2024, we did not experience a material cybersecurity incident, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business.
These reports also include, as appropriate, updates on our preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents. Impact of Cybersecurity Risks In 2025, we did not experience a material cybersecurity incident, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business.
The C-ROC meets regularly and forms cross-enterprise teams, as needed, to manage and implement key policies and initiatives of our cybersecurity program. Our Board has delegated the primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management, including cybersecurity risk, to the Audit Committee.
The 70 Table of Contents C-ROC meets regularly and forms cross-enterprise teams, as needed, to manage and implement key policies and initiatives of our cybersecurity program. Our Board has delegated the primary responsibility for oversight and review of controls and procedures with respect to risk assessment and risk management, including cybersecurity risk, to the Audit Committee.
When we engage vendors and other third-party partners who will have access to sensitive data or client systems and facilities, our infrastructure technology team assesses their cybersecurity programs and processes. We also provide our employees with cybersecurity awareness training at onboarding and annually, as well as interim security reminders and alerts.
When we engage vendors and other third-party partners who will have access to sensitive data or client systems and facilities, our infrastructure technology team assesses their cybersecurity programs and processes. We also provide our employees with cybersecurity awareness training at onboarding and annually. We conduct regular phishing tests and provide additional training as appropriate.
IT Management and its team are responsible for implementing proactive and reactive measures, including our monitoring and alert response processes, vulnerability management, changes made to our critical systems, including software and network changes, and various other technological and administrative safeguards. Our cybersecurity processes and systems are designed to protect against unauthorized access of information, including by cyber-attacks.
IT Management and its team are responsible for implementing proactive and reactive measures, including our monitoring and alert response processes, vulnerability management, changes made to our critical systems, including software and network changes, and various other technological and administrative safeguards.
Our Chief Technology Officer periodically reports to the Audit Committee as well as the full Board, as appropriate, on cybersecurity matters. Such reporting includes updates on our cybersecurity program, the external threat environment and our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment.
Periodically and as needed, our Global Chief Compliance Officer updates our Board on actions taken by the C-ROC and our Chief Technology Officer reports to our Board on cybersecurity matters. Such reporting includes updates on our cybersecurity program, the external threat environment and our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment.
Our policy and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, and transmission of data over private networks.
Our cybersecurity processes and systems are designed to protect against unauthorized access of information through our systems and infrastructure, including by cyber-attacks. Our policy and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, and transmission of data over private networks.
The cybersecurity-control principles that form the basis of our cybersecurity program are informed by the National Institute of Standards and Technology Cybersecurity Framework. Our cybersecurity program includes review and assessment by third parties of the cybersecurity processes and systems.
The cybersecurity-control principles that form the basis of our cybersecurity program are informed by the National Institute of Standards and Technology Cybersecurity Framework. Our cybersecurity program is periodically reviewed and assessed, including benchmarking to best practices and industry frameworks, which allows us to identify areas for continued focus and improvement.
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These third parties assess and report on our compliance with applicable laws and regulations and our internal incident response preparedness, including benchmarking to best practices and industry frameworks and help identify areas for continued focus and improvement.
Removed
We conduct regular phishing tests and provide additional training as appropriate. We have a process designed to assess the cybersecurity risks associated with the engagement of third-party vendors. This assessment is conducted on the basis of, among other factors, the types of services provided and the extent and type of data accessed or processed by a third-party vendor.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our principal executive offices are located in leased office space at 399 Park Avenue, New York, New York. We also lease office space in other cities around the world. We consider these facilities to be suitable and adequate for the management and operation of our business.
Biggest changeItem 2. Properties. Our principal executive offices are located in leased office space at 399 Park Avenue, New York, New York 10022. We also lease office space in other cities around the world. We consider these facilities to be suitable and adequate for the management and operation of our business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. See “Item 1A.
Biggest changeItem 3. Legal Proceedings. In the ordinary course of business, we are from time to time involved in litigation and claims incidental to the conduct of our business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. See “Item 1A.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn February 20, 2025, Blue Owl’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.
Biggest changeUnder the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market for Registrant’s Common Equity Blue Owl Capital Inc.’s Class A Shares trade on the NYSE under the symbol “OWL.” Holders of Record As of February 14, 2025, there were 40 holders of record of our Class A Shares.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market for Registrant’s Common Equity Blue Owl Capital Inc.’s Class A Shares trade on the NYSE under the symbol “OWL.” Holders of Record As of February 13, 2026, there were 27 holders of record of our Class A Shares.
The graph assumes an initial investment of $100 in our Class A Shares at market close on December 14, 2020, which was the initial trading day for Altimar (with which we merged in connection with the Business Combination), and that dividends were reinvested. The performance graph is not intended to be indicative of future performance.
The graph assumes an initial investment of $100 in our Class A Shares at market close on December 31, 2020, which was a trading day for Altimar (with which we merged in connection with the Business Combination), and that dividends were reinvested. For more information on our dividends and distributions, please see “Item 7.
The timing and the actual numbers 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 or (ii) February 28, 2027.
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. Item 6. [Reserved]
Prior to the Business Combination Date, stock prices used for Blue Owl represent the trading activity for Altimar from the date of Altimar’s initial public offering on December 14, 2020.
Prior to the Business Combination Date, stock prices used for Blue Owl represent the trading activity for Altimar from December 31, 2020. December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Blue Owl $100 $132 $98 $144 $233 $156 S&P 500 Index $100 $129 $105 $133 $166 $196 Dow Jones U.S.
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December 14, 2020 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Blue Owl $100 $112 $147 $109 $160 $259 S&P 500 Index $100 $103 $133 $109 $137 $171 Dow Jones U.S.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Dividends and Distributions.” The performance graph is not intended to be indicative of future performance.
Removed
Asset Managers Index $100 $104 $147 $115 $141 $195 Unregistered Sales of Equity Securities and Use of Proceeds None. 70 Table of Contents Share Repurchases in the Fourth Quarter of 2024 On May 4, 2022, Blue Owl’s Board authorized the repurchase of up to $150.0 million of Class A Shares (the “Program”).
Added
Asset Managers Index $100 $141 $110 $135 $187 $196 Unregistered Sales of Equity Securities and Use of Proceeds None. 72 Table of Contents Share Repurchases in the Fourth Quarter of 2025 The table below presents purchases made by or on behalf of Blue Owl Capital Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of Class A Shares during each of the indicated periods: (dollars in thousands, except per share data) Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs(1) Oct 1, 2025 - Oct 31, 2025 — — — $ 148,309 Nov 1, 2025 - Nov 30, 2025 3,452,236 $ 14.46 3,452,236 $ 98,309 Dec 1, 2025 - Dec 31, 2025 132,700 $ 15.07 132,700 $ 96,306 Total 3,584,936 3,584,936 (1) In February 2025, Blue Owl’s Board authorized the 2025 Program (as defined in Note 1 to our Financial Statements).
Removed
Under the Program, repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The Program expired upon its terms on December 31, 2024. No shares were repurchased during the quarter ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, (dollars in thousands) 2024 2023 GAAP Net Income Attributable to Class A Shares $ 109,584 $ 54,343 Net income attributable to noncontrolling interests 310,862 166,433 Income tax expense 48,782 25,608 GAAP Income Before Income Taxes 469,228 246,384 Strategic Revenue-Share Purchase consideration amortization 43,553 40,858 DE performance revenues (409) (2,345) DE performance revenues compensation 143 821 Equity-based compensation - other 215,464 158,573 Equity-based compensation - acquisition related 27,972 84,543 Equity-based compensation - Business Combination grants 69,173 69,448 Acquisition-related cash earnout amortization — 25,731 Capital-related compensation 3,858 5,930 Amortization of intangible assets 258,256 300,341 Transaction Expenses 74,476 13,308 Expense support (9,805) (6,617) Net losses on investments (1,713) (4,203) Change in TRA liability (7,080) 1,656 Change in warrant liability 38,300 14,050 Change in earnout liability 28,300 6,409 Interest and dividend income (42,172) (22,176) Interest expense 121,894 75,696 Fee-Related Earnings Before Noncontrolling Interests 1,289,438 1,008,407 Net income allocated to noncontrolling interests included in Fee-Related Earnings (36,072) (10,690) Fee-Related Earnings 1,253,366 997,717 DE performance revenues 409 2,345 DE performance revenues compensation (143) (821) Interest and dividend income 42,172 22,176 Interest expense (121,894) (75,696) Taxes and TRA payments (44,662) (17,883) Distributable Earnings $ 1,129,248 $ 927,838 Year Ended December 31, (dollars in thousands) 2024 2023 GAAP Revenues $ 2,295,427 $ 1,731,608 Strategic Revenue-Share Purchase consideration amortization 43,553 40,858 DE performance revenues (409) (2,345) Reimbursed expenses (168,008) (109,662) FRE Revenues $ 2,170,563 $ 1,660,459 83 Table of Contents Year Ended December 31, (dollars in thousands) 2024 2023 GAAP Compensation and Benefits $ 1,017,483 $ 870,642 DE performance revenues compensation (143) (821) Equity-based compensation - other (215,464) (158,573) Equity-based compensation - acquisition related (27,972) (84,543) Equity-based compensation - Business Combination grants (69,173) (69,448) Acquisition-related cash earnout amortization — (25,731) Capital-related compensation (3,858) (5,930) Reimbursed expenses (79,996) (58,324) FRE Compensation and Benefits $ 620,877 $ 467,272 Year Ended December 31, (dollars in thousands) 2024 2023 GAAP General, Administrative and Other Expenses $ 412,931 $ 242,809 Transaction Expenses (74,476) (13,308) Expense support 9,805 6,617 Reimbursed expenses (88,012) (51,338) FRE General, Administrative and Other Expenses $ 260,248 $ 184,780 Year Ended December 31, (dollars in thousands) 2024 2023 Income Before Income Taxes $ 469,228 $ 246,384 GAAP Revenues $ 2,295,427 $ 1,731,608 GAAP Margin 20 % 14 % Fee-Related Earnings Before Noncontrolling Interests $ 1,289,438 $ 1,008,407 FRE Revenues $ 2,170,563 $ 1,660,459 FRE Margin 59 % 61 % Liquidity and Capital Resources Overview We rely on management fees as the primary source of our operating liquidity.
Biggest changeYear Ended December 31, (dollars in thousands) 2025 2024 GAAP Net Income Attributable to Class A Shares $ 78,833 $ 109,584 Net income attributable to noncontrolling interests 226,654 310,862 Income tax expense 42,424 48,782 GAAP Income Before Income Taxes 347,911 469,228 Strategic Revenue-Share Purchase consideration amortization 44,321 43,553 DE performance revenues (9,942) (409) DE performance revenues compensation 8,451 143 IPI Acquisition-related catch-up fees payable to sellers (33,653) — Equity-based compensation - other 312,706 215,464 Equity-based compensation - acquisition-related 298,277 27,972 Equity-based compensation - Business Combination grants 62,541 69,173 Acquisition-related cash amortization 5,566 — Capital-related compensation 2,496 3,858 Amortization of intangible assets 358,952 258,256 Transaction Expenses 36,963 74,476 Expense support 4,597 (9,805) Net gains (losses) on investments 7,105 (1,713) Change in TRA liability 13,608 (7,080) Change in warrant liability — 38,300 Change in earnout liability (30,945) 28,300 Interest and dividend income (45,184) (42,172) Interest expense 163,755 121,894 Fee-Related Earnings Before Noncontrolling Interests 1,547,525 1,289,438 Net income allocated to noncontrolling interests included in Fee-Related Earnings (50,989) (36,072) Fee-Related Earnings 1,496,536 1,253,366 DE performance revenues 9,942 409 DE performance revenues compensation (8,451) (143) Interest and dividend income 45,184 42,172 Interest expense (163,755) (121,894) Taxes and TRA payments (70,384) (44,662) Distributable Earnings $ 1,309,072 $ 1,129,248 Year Ended December 31, (dollars in thousands) 2025 2024 GAAP Management Fees $ 2,521,937 $ 1,994,064 Strategic Revenue-Share Purchase consideration amortization 44,321 43,553 IPI Acquisition-related catch-up fees payable to sellers (33,653) — FRE Management Fees $ 2,532,605 $ 2,037,617 87 Table of Contents Year Ended December 31, (dollars in thousands) 2025 2024 GAAP Administrative, Transaction, and Other Fees $ 321,469 $ 294,267 Reimbursed expenses (216,192) (168,008) FRE Administrative, Transaction and Other Fees $ 105,277 $ 126,259 Year Ended December 31, (dollars in thousands) 2025 2024 Performance Revenues $ 26,772 $ 7,096 DE performance revenues (9,942) (409) FRE Performance Revenues $ 16,830 $ 6,687 Year Ended December 31, (dollars in thousands) 2025 2024 GAAP Revenues $ 2,870,178 $ 2,295,427 Strategic Revenue-Share Purchase consideration amortization 44,321 43,553 DE performance revenues (9,942) (409) IPI Acquisition-related catch-up fees payable to sellers (33,653) — Reimbursed expenses (216,192) (168,008) FRE Revenues $ 2,654,712 $ 2,170,563 Year Ended December 31, (dollars in thousands) 2025 2024 GAAP Compensation and Benefits $ 1,307,040 $ 1,017,483 DE performance revenues compensation (8,451) (143) Equity-based compensation - other (312,706) (215,464) Equity-based compensation - acquisition-related (64,650) (27,972) Equity-based compensation - Business Combination grants (62,541) (69,173) Acquisition-related cash amortization (5,566) — Capital-related compensation (2,496) (3,858) Reimbursed expenses (85,621) (79,996) FRE Compensation and Benefits $ 765,009 $ 620,877 Year Ended December 31, (dollars in thousands) 2025 2024 GAAP General, Administrative and Other Expenses $ 747,936 $ 412,931 Equity-based compensation - acquisition-related (233,627) — Transaction Expenses (36,963) (74,476) Expense support (4,597) 9,805 Reimbursed expenses (130,571) (88,012) FRE General, Administrative and Other Expenses $ 342,178 $ 260,248 88 Table of Contents Year Ended December 31, (dollars in thousands) 2025 2024 Income Before Income Taxes $ 347,911 $ 469,228 GAAP Revenues $ 2,870,178 $ 2,295,427 GAAP Margin 12.1 % 20.4 % Fee-Related Earnings Before Noncontrolling Interests $ 1,547,525 $ 1,289,438 FRE Revenues $ 2,654,712 $ 2,170,563 FRE Margin 58.3 % 59.4 % Liquidity and Capital Resources Overview We rely on management fees as the primary source of our operating liquidity.
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 and (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.
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.
Management fees from our GP Strategic Capital and other Real Assets products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products.
Management fees from our other Real Assets and GP Strategic Capital products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products.
We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute stockholders.
We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowings by using proceeds from the issuance of equity or other securities, which would dilute stockholders.
Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report. MoIC and IRR are not meaningful as we consider total return to be a useful measure of the overall investment performance for this product.
Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report. MoIC and IRR are not meaningful as we consider total net return to be a useful measure of the overall investment performance for this product.
Fee-Related Earnings and Related Components Fee-Related Earnings is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses.
Fee-Related Earnings and Related Components Fee-Related Earnings (“FRE”) is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses.
Earnout Liability The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods.
Earnout Liability The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected revenues, volatility and holding periods.
In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.
In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid. Financing Activities.
(6) Realized proceeds represent the sum of all cash distributions to investors. (7) Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated. (8) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.
(5) Realized proceeds represent the sum of all cash distributions to investors. (6) Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated. (7) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.
(8) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(8) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable.
To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced. 85 Table of Contents • The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis. • The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges. • The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA. • The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Group’s assets, payments required under the TRA would be reduced. • The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Group’s assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis. • The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges. • The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA. 90 Table of Contents • The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Share Repurchases and RSUs Withheld for Tax Withholding On February 20, 2025, Blue Owl’s Board authorized the 2025 Program. Under the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.
Share Repurchases and RSUs Withheld for Tax Withholding In February 2025, Blue Owl’s Board authorized the 2025 Program. Under the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise.
A decrease in the expected cash flows or increase in the discount rate assumptions would result in a decrease in the fair value of the preferred equity investment, which would have a correspondingly negative impact on our GAAP results of operations. These assumptions require a significant amount of judgment and could have a material impact on the valuation.
A decrease in the expected cash flows or increase in the discount rate assumptions would result in a decrease in the fair value of the preferred equity investment, which would have a corresponding negative impact on our GAAP results of operations. These assumptions require a significant amount of judgment and could have a material impact on the valuation.
Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated.
Our judgment when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated.
When setting our dividend, our Board considers Blue Owl’s share of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as TRA and tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company’s contractual obligations.
When setting our dividend, our Board considers the expected amount of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business; to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as TRA and tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company’s contractual obligations.
An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions. 77 Table of Contents GAAP Results of Operations Analysis As a result of the Prima Acquisition, KAM Acquisition and Atalaya Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends.
An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions. 80 Table of Contents GAAP Results of Operations Analysis As a result of the Prima Acquisition, KAM Acquisition, Atalaya Acquisition and IPI Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends.
As of December 31, 2024, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.5 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).
As of December 31, 2025, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.8 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration).
The higher these discounts, the lower the compensation expense taken over time for these grants. 89 Table of Contents Deferred Tax Assets Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA.
The higher these discounts, the lower the compensation expense taken over time for these grants. Deferred Tax Assets Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA.
Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.
(9) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(10) Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable.
The Common Units represented an approximately 63% weighted average economic interest in the Blue Owl Operating Group for the year ended December 31, 2024. Non-GAAP Analysis In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP.
The Common Units represented an approximately 58% weighted average economic interest in the Blue Owl Operating Group for the year ended December 31, 2025. Non-GAAP Analysis In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP.
FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net income allocated to noncontrolling interests, divided by FRE revenues. Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.
Margins GAAP Margin is calculated as income before income taxes, divided by total revenues. FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net income allocated to noncontrolling interests, divided by FRE revenues. Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.
(5) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable. (6) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.
(6) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.
Upon the occurrence of certain events, such as modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE.
Upon the occurrence of certain events, such as a change in investment amount and modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE.
For a discussion of our results for the year ended December 31, 2023, compared to the year ended December 31, 2022, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K , filed with the SEC on February 23, 2024.
For a discussion of our results for the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K , filed with the SEC on February 21, 2025.
As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.
As we approach each triggering event with respect to the KAM Earnouts, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.
Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements).
Generally, Tax Distributions will be computed based on our estimate of the taxable income of Blue Owl Holdings allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the partnership agreement).
Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable. (11) Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of all other expenses. (12) Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
As of December 31, 2024, assets under management related to us, our executives and other employees totaled approximately $4.1 billion (including $2.2 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
As of December 31, 2025, assets under management related to us, our executives and other employees totaled approximately $6.4 billion (including $2.6 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
In light of the relevantly insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
In light of the relatively insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgment would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
(7) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(7) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
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 year ended December 31, 2024, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.
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 year ended December 31, 2025, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends. 95 Table of Contents
Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Tax Distributions will be made only to the extent distributions from Blue Owl Holdings for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Dividends and Distributions Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for the current fiscal year, which will be reassessed on an annual basis.
Dividends and Distributions 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.
Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions.
Transaction expenses are expenses incurred in connection with acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions (“Transaction Expenses”).
In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances.
Critical Accounting Estimates We prepare our Financial Statements in accordance with GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances.
Changes in the estimated fair values of this liability may have a material impacts on our results of operations in any given period, as any increases in this liability has a corresponding negative impact on our GAAP results of operations. See Note 4 to our Financial Statements for additional details.
Changes in the estimated fair value of this liability may have a material impact on our results of operations in any given period, as any increase in this liability has a corresponding negative impact on our GAAP results of operations. See Note 4 to our Financial Statements for additional details.
The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 to the Financial Statements) are payable in Class A Shares or Common Units.
The Prima Earnouts (as defined in Note 3 to our Financial Statements) and Atalaya Earnouts are payable in Class A Shares or Common Units.
Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(5) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
We set the target annual dividend for fiscal year 2025 at $0.90 per Class A Share (representing a fixed quarterly dividend of $0.225 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. 86 Table of Contents We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings.
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. 91 Table of Contents We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings.
Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns.
As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns.
Earnout Liability The KAM Earnouts and the Wellfleet Earnouts (each defined in Note 3 to the Financial Statements), are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur.
Earnout Liability The KAM Earnouts are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors.” of this report, and should be read in conjunction with the Financial Statements.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This MD&A contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors” of this report, and should be read in conjunction with the Financial Statements.
Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.
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.
(8) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(9) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses. (10) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period.
Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable. 78 Table of Contents (11) Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period.
Prima’s, KAM’s and Atalaya’s results of operations are included from June 6, 2024, July 1, 2024, and September 30 2024, respectively.
Prima’s, KAM’s, Atalaya’s and IPI’s results of operations are included from June 6, 2024, July 1, 2024, September 30, 2024, and January 3, 2025, respectively.
One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense. 87 Table of Contents 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.
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 are paid out during the first quarter of 2026). 92 Table of Contents 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.
Equity-based Compensation The grant-date fair values of our RSU and Incentive Unit (both defined in Note 1 to our Financial Statements) grants, as well as the compensation-classified earnouts are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to post-vesting transfer restrictions.
Equity-based Compensation The grant-date fair values of our RSU and Incentive Unit grants, as well as the compensation-classified earnouts, are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability for grants subject to post-vesting transfer restrictions.
We ended the fourth quarter of 2024 with $152.1 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility.
We ended the fourth quarter of 2025 with $194.5 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility.
The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners.
Blue Owl Holdings will make cash distributions (“Tax Distributions”) to its partners, including to Blue Owl GP, if we determine that the taxable income of Blue Owl Holdings will give rise to taxable income for its partners.
Tax Receivable Agreement 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.
See Note 7 to our Financial Statements for additional information regarding our debt obligations. Tax Receivable Agreement 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.
We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as the adverse impacts to FPAUM and management fees and general economic conditions that require judgement in deciding whether a quantitative analysis should be undertaken.
We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as projections for FPAUM, revenue and general economic conditions that require judgment in deciding whether a quantitative analysis should be undertaken.
We also had $130.0 million outstanding under our Revolving Credit Facility as of December 31, 2024. 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.
As of February 19, 2026, $785.0 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.
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors.
For investments where little market activity exists, the determination of fair value is based on the best information available, our own assumptions, a significant degree of judgment, and the consideration of a combination of internal and external factors. 93 Table of Contents Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors.
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of acquisition-related earnouts; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments; interest and dividend income; interest expense; changes in TRA, warrant and earnout liabilities; and taxes.
Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE revenues and FRE expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below. 83 Table of Contents Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings (“DE”); amortization of acquisition-related earnouts and transaction bonuses; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments; interest and dividend income; interest expense; changes in TRA, warrant and earnout liabilities; and taxes.
For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees from Permanent Capital to decline. 74 Table of Contents Changes in AUM Year Ended December 31, 2024 Year Ended December 31, 2023 (dollars in millions) Credit GP Strategic Capital Real Assets Total Credit GP Strategic Capital Real Assets Total Beginning Balance $ 84,632 $ 54,199 $ 26,856 $ 165,687 $ 68,607 $ 48,510 $ 21,085 $ 138,202 Acquisitions 27,803 — 15,174 42,977 2,658 — — 2,658 New capital raised 13,940 8,679 4,888 27,507 8,143 3,207 4,432 15,782 Change in debt 12,733 500 4,131 17,364 5,349 — 696 6,045 Distributions (7,294) (2,430) (1,743) (11,467) (3,546) (1,684) (758) (5,988) Change in value / other 3,896 5,087 68 9,051 3,421 4,166 1,401 8,988 Ending Balance $ 135,710 $ 66,035 $ 49,374 $ 251,119 $ 84,632 $ 54,199 $ 26,856 $ 165,687 Credit.
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. 76 Table of Contents Changes in AUM Year Ended December 31, 2025 Year Ended December 31, 2024 (dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total Beginning Balance $ 135,710 $ 49,374 $ 66,035 $ 251,119 $ 84,632 $ 26,856 $ 54,199 $ 165,687 Acquisitions — 14,206 — 14,206 27,803 15,174 — 42,977 New capital raised 20,692 17,021 4,317 42,030 13,940 4,888 8,679 27,507 Change in debt 9,998 2,955 — 12,953 12,733 4,131 500 17,364 Distributions (13,330) (4,761) (3,549) (21,640) (7,294) (1,743) (2,430) (11,467) Change in value / other 4,687 1,809 2,268 8,764 3,896 68 5,087 9,051 Ending Balance $ 157,757 $ 80,604 $ 69,071 $ 307,432 $ 135,710 $ 49,374 $ 66,035 $ 251,119 Credit.
Product Performance Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of Blue Owl’s performance. An investment in Blue Owl is not an investment in any of our products.
Product Performance Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented.
The change in the warrant liability for the prior year period was driven by the increase in the price of our Class A Shares. Change in Earnout Liability.
The change in the warrant liability for the prior period was driven by the increase in the price of our Class A Shares. All remaining outstanding warrants were exercised in November 2024. Change in Earnout Liability.
These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainty.
These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainties. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
As of December 31, 2024, our AUM was $251.1 billion, which included $159.8 billion of FPAUM. As of December 31, 2024, we have $22.6 billion in AUM not yet paying fees, providing over $300 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
As of December 31, 2025, our AUM was $307.4 billion, which included $187.7 billion of FPAUM. As of December 31, 2025, we had $28.4 billion in AUM not yet paying fees, providing approximately $326 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).
Multiple of invested capital (“MoIC”) and IRR data has not been presented for products that have been deploying capital for less than two years as such information is generally not meaningful (“NM”).
The change in the earnout liability for the current year period was driven by the change in the fair value of the Prima Earnouts and KAM Earnouts (as described in Note 3 to our Financial Statements).
The change in the earnout liability for the current year period was primarily driven by movement in our Class A Share price, which impacted the value of the IPI Subsequent Payment (as described in Note 3 to our Financial Statements) and changes in the fair value of the Prima Earnouts (as described in Note 3 to our Financial Statements).
In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. Included in the year ended December 31, 2024 was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
Included in the year ended December 31, 2024 was a portion of the cash outflows related to the second tranche of Oak Street Earnout Units (as defined in Note 10 to our Financial Statements) classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
For a summary of our significant accounting policies, see Note 2 to our Financial Statements. 88 Table of Contents Estimation of Fair Values Investments Held by our Products The fair value of the investments held by our products in our Credit and Real Assets platforms is the primary input to the calculation for the majority of our management fees.
Estimation of Fair Values Investments Held by our Products The fair value of the investments held by our products in our Credit and Real Assets platforms is the primary input to the calculation for the majority of our management fees.
Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets. We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization. The useful lives are based on our judgment of the expected future economic benefits of the assets.
Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets. Our single reporting unit is not at risk of failing the quantitative impairment test. We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization.
Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable. (9) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital.
Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of all other expenses. (10) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.
For the fourth quarter of 2024, we declared a dividend of $0.18 to holders of record as of the close of business on February 19, 2025, which will be paid on February 28, 2025, bringing our full fiscal year 2024 dividends to $0.72.
For the fourth quarter of 2025, we declared a dividend of $0.225 to shareholders of record as of the close of business on February 20, 2026, which will be paid on March 2, 2026, bringing our fiscal year 2025 dividends to $0.90.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to: • Grow our existing investment management business. • Expand into, or acquire, businesses that are complementary to our existing investment management business or other strategic growth initiatives. • Pay operating expenses, including cash compensation to our employees. • Repay debt obligations and interest thereon. 84 Table of Contents • Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs. • Pay income taxes and amounts due under the TRA. • Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level. • Fund debt and equity investment commitments to existing or future products.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to: • Grow our existing investment management business; • Expand into, or acquire, businesses that are complementary to our existing investment management business or other strategic growth initiatives; • Pay operating expenses, including cash compensation to our employees; • Repay debt obligations and interest thereon; • Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs; • Pay income taxes and amounts due under the TRA; • Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units and Incentive Units at the Blue Owl Operating Group level; • Pay the KAM Earnouts (as defined in Note 3 to our Financial Statements); and/or • Fund debt and equity investment commitments to existing or future products. 89 Table of Contents Debt Obligations As of December 31, 2025, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).
We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business.
We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results in assessing the amount of earnings available for distribution.
(6) Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable. (7) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.
Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses. (8) Net MoIC measures the aggregate value generated by a product’s investments in absolute terms.
Total net return was 7.7%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.
Total net return was 8.6%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. (2) Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
The increase in administrative, transaction and other fees was driven primarily by the following: • $35.6 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT. • $30.0 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees. • $26.3 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to growth of our products and business overall.
The increase in administrative, transaction and other fees was driven primarily by the following: • $41.6 million increase in dealer manager revenues, primarily due to growth in sales of OCIC and ORENT. • $9.8 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. • $24.1 million offsetting decrease in fee income earned for services provided to portfolio companies.
We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a correspondingly negative impact on our GAAP results of operations.
A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a corresponding negative impact on our GAAP results of operations.
Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees. 73 Table of Contents Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future.
Management uses AUM not yet paying fees as an indicator of management fees that will come online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future.
Changes in FPAUM Year Ended December 31, 2024 Year Ended December 31, 2023 (dollars in millions) Credit GP Strategic Capital Real Assets Total Credit GP Strategic Capital Real Assets Total Beginning Balance $ 57,074 $ 31,075 $ 14,547 $ 102,696 $ 49,041 $ 28,772 $ 10,997 $ 88,810 Acquisitions 22,841 — 13,483 36,324 2,625 — — 2,625 New capital raised / deployed 15,294 7,315 5,347 27,956 5,675 2,845 3,975 12,495 Fee basis step down — (389) — (389) (71) (339) — (410) Distributions (6,590) (676) (1,828) (9,094) (3,315) (203) (629) (4,147) Change in value / other 2,338 12 (49) 2,301 3,119 — 204 3,323 Ending Balance $ 90,957 $ 37,337 $ 31,500 $ 159,794 $ 57,074 $ 31,075 $ 14,547 $ 102,696 Credit.
Changes in FPAUM Year Ended December 31, 2025 Year Ended December 31, 2024 (dollars in millions) Credit Real Assets GP Strategic Capital Total Credit Real Assets GP Strategic Capital Total Beginning Balance $ 90,957 $ 31,500 $ 37,337 $ 159,794 $ 57,074 $ 14,547 $ 31,075 $ 102,696 Acquisitions — 10,723 — 10,723 22,841 13,483 — 36,324 New capital raised / deployed 16,415 11,394 4,402 32,211 15,294 5,347 7,315 27,956 Fee basis step down (134) (1,796) (1,503) (3,433) — — (389) (389) Distributions (11,193) (4,235) (1,236) (16,664) (6,590) (1,828) (676) (9,094) Change in value / other 3,441 1,166 497 5,104 2,338 (49) 12 2,301 Ending Balance $ 99,486 $ 48,752 $ 39,497 $ 187,735 $ 90,957 $ 31,500 $ 37,337 $ 159,794 Credit.
AUM not yet paying fees could provide over $300 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays. All amounts shown as of December 31, 2024, totals may not sum due to rounding. Permanency and Duration of Assets Under Management Our capital base is heavily weighted toward Permanent Capital.
AUM not yet paying fees could provide approximately $326 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays. 75 Table of Contents All amounts shown as of December 31, 2025, totals may not sum due to rounding.
Changes in these relative percentages will occur over time as the mix of products we offer changes.
The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes.
The increase in AUM for the year ended December 31, 2024 was driven by the following: • $27.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition. • $10.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC and OTIC, as well as additional fundraise in other recently launched products. • $12.7 billion of additional net debt commitments, primarily in direct lending as we continue to opportunistically manage leverage in our BDCs. • $7.3 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs and CLOs.
The increase in AUM for the year ended December 31, 2025 was driven by the following: • $20.7 billion of new capital raised, primarily driven by $13.0 billion in direct lending products reflecting continued private wealth fundraising in OCIC and OTIC, $3.9 billion in alternative credit products, $1.9 billion in investment grade credit products and $1.0 billion in strategic equity products. • $10.0 billion of additional net debt commitments, primarily in direct lending, as we continue to opportunistically manage leverage in our BDCs. • $13.3 billion of distributions, which primarily relates to distributions paid from our BDCs, CLOs and alternative credit products, and redemptions from certain BDCs. • $4.7 billion of overall appreciation across the platform, primarily in direct lending.
TRA Liability We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition. 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.
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. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeManagement fees from our GP Strategic Capital and Real Assets products, however, are generally based on capital commitments or investment cost, and therefore management fees are not materially impacted by changes in fair values of the underlying investments held by those products.
Biggest changeManagement fees from our Real Assets and GP Strategic Capital products, however, are generally based on capital commitments or investment cost, and therefore management fees are not materially impacted by changes in fair values of the underlying investments held by those products.
As of December 31, 2024 and December 31, 2023, we held the majority of our cash balances with a single highly rated financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions. See “Item 1A.
As of December 31, 2025 and December 31, 2024, we held the majority of our cash balances with a single highly rated financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions. See “Item 1A.
Risk Factors — Risks Related to Macroeconomic Factors.” 91 Table of Contents
Risk Factors — Risks Related to Macroeconomic Factors.”

Other OWL 10-K year-over-year comparisons