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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-K

___________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39653

___________________________

BLUE OWL CAPITAL INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware

86-3906032

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


399 Park Avenue,	New York,	NY	10022
(address of principal executive offices)

(212) 419-3000

(Registrant’s telephone number, including area code)

___________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A common stock

OWL

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common shares held by non-affiliates of the registrant on June 30, ~~2024~~2025, was approximately $912.5 billion. As of February 1413, ~~2025~~2026, there were ~~608~~665,~~346~~568,~~194~~093 of the registrant’s shares of Class A common stock outstanding, ~~619~~584,~~072~~552,~~523~~295 shares of the registrant’s Class C common stock outstanding and ~~310~~304,~~415~~449,~~409~~203 of the registrant’s Class D common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for the ~~2025~~2026 annual meeting of stockholders are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	7
Item 1A.	Risk Factors	23
Item 1B.	Unresolved Staff Comments	6870
Item 1C.	Cybersecurity	6870
Item 2.	Properties	6971
Item 3.	Legal Proceedings	6971
Item 4.	Mine Safety Disclosures	6971
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7072
Item 6.	[Reserved]	7173
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7173
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9196
Item 8.	Financial Statements and Supplementary Data	9296
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9296
Item 9A.	Controls and Procedures	9297
Item 9B.	Other Information	9297
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9397
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	9498
Item 11.	Executive Compensation	9498
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9498
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9498
Item 14.	Principal Accountant Fees and Services	9498
PART IV
Item 15.	Exhibit and Financial Statement Schedules	9599
Item 16.	Form 10-K Summary	9599
Exhibit Index		96100
Signatures		~~100~~104
Index to Financial Statements		F-1

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DEFINED TERMS

Assets Under Management or AUM						Refers to the assets that we manage, and is generally equal to the sum of (i) net asset value (“NAV”); (ii) drawn and undrawn debt; (iii) uncalled capital commitments; (iv) total managed assets for certain Credit and Real Assets products; and (v) par value of collateral for collateralized loan obligations (“CLOs”) and other securitizations.
Atalaya Acquisition						Refers to the acquisition of the business of alternative credit manager Atalaya Capital Management LP (“Atalaya”) that was completed on September 30, 2024.
our BDCs						Refers to the business development companies (“BDCs”) we manage, as regulated under the Investment Company Act of 1940, as amended (the “Investment Company Act”): Blue Owl Capital Corporation (NYSE: OBDC) (“OBDC”), Blue Owl Capital Corporation II (“OBDC II”), Blue Owl Technology Finance Corp. (“NYSE: OTF”), ~~Blue Owl Technology Finance Corp. II~~ (“OTF II”), Blue Owl Credit Income Corp. (“OCIC”), Blue Owl Technology Income Corp. (“OTIC”) ~~and~~, until January 13, 2025, Blue Owl Capital Corporation III (“OBDE”) and, until March 24, 2025, Blue Owl Technology Finance Corp. II (“OTF II”).
Blue Owl, the Company, the firm, we, us, and our						Refers to the Registrant and its consolidated subsidiaries.
Blue Owl Carry						Refers to Blue Owl Capital Carry LP.
Blue Owl GP						Refers collectively to Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC, and certain other directly or indirectly wholly owned subsidiaries of the Registrant that hold the Registrant’s interests in ~~the~~Blue Owl Holdings, as well as Blue Owl ~~Operating~~Carry ~~Partnerships~~prior to the Internal Reorganization.
Blue Owl Holdings						Refers to Blue Owl Capital Holdings LP.
Blue Owl Operating Group						Refers collectively to the Blue Owl Operating Partnerships and their consolidated subsidiaries.
Blue Owl Limited Partnership Agreements						Refers to the limited partnership agreements of the Blue Owl Operating Partnerships.
Blue Owl Operating Group Units						Refers collectively to a unit in each of the Blue Owl Operating Partnerships.
Blue Owl Operating Group						Refers collectively to Blue Owl Holdings and its consolidated subsidiaries and any future Blue Owl Operating Partnership.
Blue Owl Operating Partnerships						Refers to Blue Owl Carry and Blue Owl Holdings, collectively.
Blue Owl Operating Group Units						Refers collectively to a unit in each entity constituting the Blue Owl Operating Group.
Blue Owl Securities						Refers to Blue Owl Securities LLC, a Delaware limited liability company. Blue Owl Securities is a broker-dealer registered with the SEC, a member of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Blue Owl Securities is wholly owned by Blue Owl and provides distribution services to all Blue Owl platforms.
Blue Owl Operating Partnerships						Prior to the Internal Reorganization, referred collectively to Blue Owl Holdings and Blue Owl Carry. Following the Internal Reorganization, refers to Blue Owl Holdings and any future entity designated by our board of directors (the “Board”) in its sole discretion as a Blue Owl Operating Partnership, unless context indicates otherwise.
Blue Owl Securities						Refers to Blue Owl Securities LLC, a Delaware limited liability company. Blue Owl Securities is a broker-dealer registered with the SEC, a member of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Blue Owl Securities is wholly owned by Blue Owl.
Business Combination						Refers to the transactions contemplated by the business combination agreement dated as of December 23, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, which transactions were completed on May 19, 2021.
Business Combination Date						Refers to May 19, 2021, the date on which the Business Combination was completed.
Class A Shares						Refers to the Class A common stock, par value $0.0001 per share, of the Registrant.
Class B Shares						Refers to the Class B common stock, par value $0.0001 per share, of the Registrant.
Class C Shares						Refers to the Class C common stock, par value $0.0001 per share, of the Registrant.
Class D Shares						Refers to the Class D common stock, par value $0.0001 per share, of the Registrant.
Credit						Refers to our Credit platform that includes (i) our direct lending strategy, which offers private credit solutions to primarily upper-middle-market companies through differentiated access points; (ii) alternative credit, which 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; (iii) investment grade credit, which focuses on generating capital-efficient investment income through asset-backed finance, private corporate credit, and structured products; and (iv) liquid credit, which focuses on the management of CLOs. Our Credit platform also includes our other adjacent investment strategies (e.g., strategic equity and healthcare opportunities).

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Fee-Paying AUM or FPAUM						Refers to the AUM on which management fees and/or FRE performance revenues are earned. For our ~~BDCs~~Regulated Products, FPAUM is generally equal to total assets (including assets acquired with debt but excluding cash). For our other Credit products, excluding CLOs, FPAUM is generally equal to NAV, investment cost, market value or statutory book value. FPAUM also includes uncalled committed capital for products where we earn management fees ~~on such uncalled committed capital~~thereon. For CLOs and other securitizations, FPAUM is generally equal to the par value of collateral. For ~~our~~Real ~~GP Strategic Capital products~~Assets, FPAUM ~~for the GP minority stakes strategy~~ is generally equal to a combination of capital commitments, the cost of unrealized investments during the investment period and the cost of unrealized investments after the investment period.; ~~For~~however, GPfor ~~Strategic~~certain ~~Capital’s~~Real ~~other~~Assets ~~strategies~~products, FPAUM is ~~generally~~based ~~equal~~on toNAV, ~~investment~~market ~~cost~~value or statutory book value. For ~~Real~~our ~~Assets,~~GP ~~FPAUM~~Strategic isCapital ~~generally~~products, ~~equal~~FPAUM tofor athe ~~combination~~GP ofminority ~~capital~~stakes ~~commitments~~strategy ~~and~~is ~~cost~~generally ofequal ~~unrealized~~to ~~investments~~capital commitments during the investment period and the cost of unrealized investments after the investment period;. ~~however,~~For ~~for~~GP ~~certain~~Strategic ~~Real~~Capital’s ~~Assets~~other ~~products~~strategies, FPAUM is ~~based~~generally onequal ~~NAV,~~to ~~market~~investment ~~value or statutory book value~~cost.
Financial Statements						Refers to our consolidated financial statements included in this report.
GAAP						Refers to U.S. generally accepted accounting principles.
GP Strategic Capital						Refers to our GP Strategic Capital platform that primarily focuses on acquiring equity stakes in, and providing debt financing to, large, multi-product private equity and private credit firms through two investment strategies: GP minority stakes and GP debt financing, and also includes our professional sports minority stakes strategy.
Internal Reorganization						Refers to the internal reorganization that occurred on April 1, 2025, pursuant to which, among other things, Blue Owl Carry became a wholly owned subsidiary of Blue Owl Holdings.
IPI Acquisition						Refers to the acquisition of the business of digital infrastructure fund manager IPI Partners, LLC (“IPI”) that was completed on January 3, 2025.
KAM Acquisition						Refers to the acquisition of Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) ("“KAM"”), a boutique investment management firm focused on providing asset management services to the insurance industry, that was completed on July 1, 2024.
NYSE						Refers to the New York Stock Exchange.
our products						Refers to the products that we manage, including our ~~BDCs~~Regulated Products, private funds, insurance solutions offerings, CLOs and other securitizations, managed accounts and real estate investment trusts (“~~REIT~~REITs”).
Part I Fees						Refers to quarterly performance income on the net investment income of our BDCs and similarly structured products, subject to a fixed hurdle rate. These fees are classified as management fees throughout this report, as they are predictable and recurring in nature, not subject to repayment, and cash-settled each quarter.
OWLCX						Refers to Blue Owl Alternative Credit Fund, a non-diversified, closed-end management investment company registered under the Investment Company Act that is operated as an “interval fund.”
Part I Fees						Refers to quarterly performance income on the net investment income of our BDCs, OWLCX and similarly structured products, subject to a fixed hurdle rate. These fees are classified as management fees throughout this report, as they are predictable and recurring in nature, not subject to repayment, and cash-settled each quarter.
Part II Fees						Generally refers to fees from our BDCs and similarly structured products that are paid in arrears as of the end of each measurement period when the cumulative aggregate realized capital gains exceed the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of Part II Fees paid in all prior years since inception. Part II Fees are classified as performance revenues throughout this report.
Partner Manager						Refers to alternative asset management firms in which the GP Strategic Capital products invest.
Partner Managers						Refers to alternative asset management firms in which the GP Strategic Capital products invest.
Permanent Capital						Refers to AUM in products that have an indefinite term and do not have a requirement to exit investments and return the proceeds to investors after a prescribed period. Some of these products, however, may be required or can elect to return all or a portion of capital gains and investment income, and some may have periodic tender offers or redemptions. Permanent Capital includes certain products that are subject to management fee step downs or roll-offs or both over time.
Prima Acquisition						Refers to the acquisition of Prima Capital Advisors Holdings LLC, a real estate lender focused primarily on investing in commercial mortgage-backed securities, that was completed on June 6, 2024.
Principals						Refers to our founders and senior members of management who hold, or in the future may hold, Class B Shares and Class D Shares. Class B Shares and Class D Shares collectively represent 80% of the total voting power of all shares.
Real Assets						Refers, unless context indicates otherwise, to our Real Assets platform ~~(f/k/a~~that ~~Real~~includes ~~Estate)~~our ~~that~~net ~~primarily~~lease strategy, which focuses on acquiring ~~triple~~ net-leased ~~lease~~ real estate occupied by investment grade and creditworthy tenants; ~~and~~ real estate ~~debt~~credit, ~~finance~~which ~~through~~offers ~~two~~a ~~investment~~diverse ~~strategies:~~range ~~net~~of ~~lease~~competitive financing solutions; and ~~real~~digital ~~estate~~infrastructure, ~~credit~~which focuses on acquiring, financing, developing, and operating data centers and related digital infrastructure assets.
Registrant						Refers to Blue Owl Capital Inc.
SEC						Refers to the U.S. Securities and Exchange Commission.

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Tax Receivable Agreement or TRA Refers to the Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, as may be amended from time to time by and among the Registrant, Blue Owl Capital GP LLC, the Blue Owl Operating Partnerships and each of the Partners (as defined therein) party thereto.


Registrant						Refers to Blue Owl Capital Inc.

our Regulated Products						Refers to our BDCs and OWLCX.

SEC						Refers to the U.S. Securities and Exchange Commission.

Tax Receivable Agreement or TRA						Refers to the Second Amended and Restated Tax Receivable Agreement, dated as of April 1, 2025, as may be amended from time to time by and among the Registrant, Blue Owl Capital GP LLC, Blue Owl Holdings, Blue Owl Carry (solely for purposes of Section 7.18(b) thereof) and each of the Partners (as defined therein) party thereto.

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AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. We make available free of charge on our website (www.blueowl.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other filings as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also use our website, our corporate X account (@BlueOwlCapital or www.x.com/BlueOwlCapital) and our corporate LinkedIn account (www.linkedin.com/company/blue-owl-capital) to distribute company information, including assets under management and performance information, and such information may be deemed material. Accordingly, investors should monitor our website, any alerts and social media channels, in addition to our press releases, SEC filings and public conference calls and webcasts.

Also posted on our website in the “Shareholders—Governance” section is the charter for our Audit Committee, as well as our Corporate Governance Guidelines and Code of Business Conduct governing our directors, officers and employees. Information on or accessible through our website, isany alerts and social media channels are not a part of or incorporated into this report or any other SEC filing. Copies of our SEC filings or corporate governance materials are available without charge upon written request to Blue Owl Capital Inc., 399 Park Avenue, 37th Floor, New York, New York 10022, Attention: Office of the Secretary. Any materials we file with the SEC are also publicly available through the SEC’s website (www.sec.gov).

No statements herein, available on our website, any alerts and social media channels or in any of the materials we file with the SEC constitute, or should be viewed as constituting, an offer of any fund.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, which reflect our current views with respect to, among other things, future events, operations and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “projects,” “intends,” “plans,” “estimates,” “anticipates” or the negative ~~version~~versions of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to various risks, uncertainties (some of which are beyond our control) or other assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some of these factors are described under the headings “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this report and in our other periodic filings. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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Part I

Item 1. Business.

Blue Owl is a global alternative asset manager with $~~251~~307.14 billion in AUM as of December 31, ~~2024~~2025. Anchored by a strong Permanent Capital base, ~~the~~we ~~firm~~deploy ~~deploys~~ private capital across Credit, GPReal ~~Strategic~~Assets ~~Capital~~ and ~~Real~~GP ~~Assets~~Strategic Capital platforms on behalf of institutional and private wealth clients. ~~Blue~~Our ~~Owl’s~~ flexible, consultative approach helps position ~~the~~us ~~firm~~ as a partner of choice for businesses seeking capital solutions to support their sustained growth. ~~The~~Our ~~firm’s~~ management team is comprised of seasoned investment professionals with decades of experience building alternative investment businesses. ~~Blue~~We ~~Owl~~employ ~~employs~~approximately ~~over~~ 1,~~100~~365 people globally.

Blue Owl was formed in May 2021 through the combination of Owl Rock (as defined in Note 2 to our Financial Statements), a leader in credit solutions, and Dyal Capital (as defined in Note 1 to our Financial Statements), a leading capital solutions provider to large private capital managers. In December 2021, we acquired Oak Street (as defined in Note 10 to our Financial Statements), which expanded our offerings to include real estate-focused products. In April 2022, we acquired Wellfleet (as defined in Note 110 to our Financial Statements), which expanded our reach in the broadly syndicated leveraged loans market, including CLO product offerings. 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. In June 2024, the Prima Acquisition (as defined in Note 1 to our Financial Statements) expanded our real estate finance offerings. In July 2024, the KAM Acquisition expanded our offerings to provide solutions for insurance clients. In September 2024, the Atalaya Acquisition expanded our alternative investment credit-focused products. 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. We provide these solutions through our Permanent Capital vehicles and long-dated private funds, ~~that~~which we believe provide our business with a high degree of earnings stability and predictability. Our Permanent Capital vehicles generally have an indefinite term and do not have requirements to exit investments after a prescribed period to return invested capital to investors, except as required by applicable law or pursuant to redemption requests that can only be made after significant lock-up periods. For the year ended December 31, ~~2024~~2025, approximately 9185% of our management fees were earned from Permanent Capital vehicles.

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~~individual clients, accessed through well-known wealth management firms. We have continued to grow our investor base and presence in the growing private markets and alternative asset management sector by emphasizing our disciplined investment approach, client service, and portfolio performance.

Our management takes a one-firm approach when making operating decisions and determining how to allocate resources. As a result, we currently operate as a single reportable segment. Management regularly reviews our revenues by product line and our expenses by type at the total firm level, and therefore we have presented details of our operating results throughout this report consistent with how management reviews our results.

Our revenues are generated primarily from the investment advisory and management agreements we have with our products. See Note 2 to our Financial Statements for a detailed description of how we earn our revenues. 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.

Our Products

We have three major product platforms: Credit, GPReal ~~Strategic~~Assets ~~Capital~~ and ~~Real~~GP ~~Assets~~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. 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. 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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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.

Blue OwlAUM: $251.1 billionFPAUM: $159.8 billion

Blue OwlAUM: $307.4 billionFPAUM: $187.7 billion

Credit AUM: $135.7 billionFPAUM: $91.0 billion

GP Strategic CapitalAUM: $66.0 billionFPAUM: $37.3 billion

Real AssetsAUM: $49.4 billionFPAUM: $31.5 billion

Credit AUM: $157.8 billionFPAUM: $99.5 billion

Real AssetsAUM: $80.6 billionFPAUM: $48.8 billion

GP Strategic CapitalAUM: $69.1 billionFPAUM: $39.5 billion

Direct LendingAUM: $98.1 billionFPAUM: $58.6 billion

GP Minority StakesAUM: $62.4 billionFPAUM: $35.9 billion

Net LeaseAUM: $33.9 billionFPAUM: $17.4 billion

Direct LendingAUM: $115.0 billionFPAUM: $65.3 billion

Net LeaseAUM: $45.9 billionFPAUM: $21.3 billion

GP Minority StakesAUM: $65.1 billionFPAUM: $37.6 billion

Alternative CreditAUM: $10.5 billionFPAUM: $5.7 billion

GP Debt FinancingAUM: $2.8 billionFPAUM: $1.2 billion

Real Estate Credit AUM: $15.5 billionFPAUM: $14.1 billion

Alternative CreditAUM: $14.3 billionFPAUM: $8.0 billion

Real Estate Credit AUM: $17.5 billionFPAUM: $15.3 billion

GP Debt FinancingAUM: $2.7 billionFPAUM: $1.5 billion

Investment Grade CreditAUM: $17.6 billionFPAUM: $17.7 billion

Professional Sports Minority StakesAUM: $0.9 billionFPAUM: $0.3 billion

Investment Grade CreditAUM: $19.2 billionFPAUM: $18.3 billion

Digital InfrastructureAUM: $17.1 billionFPAUM: $12.2 billion

Professional Sports Minority StakesAUM: $1.2 billionFPAUM: $0.4 billion

Liquid CreditAUM: $7.3 billionFPAUM: $7.2 billion

Liquid CreditAUM: $5.8 billionFPAUM: $5.3 billion

OtherAUM: $2.3 billionFPAUM: $1.7 billion

OtherAUM: $3.4 billionFPAUM: $2.6 billion

All amounts shown as of December 31, ~~2024~~2025, totals may not sum due to rounding.

Credit

Our Credit ~~products~~platform ~~offer~~includes ~~private~~several ~~financing~~strategies, ~~solutions~~including todirect ~~primarily~~lending, ~~upper-middle-market~~alternative ~~companies~~credit, investment grade credit, liquid credit and other adjacent investment strategies. We believe our breadth of offerings establishes us as a lending partner of choice for private equity sponsored companies, as well as non-sponsored borrowers. Our investment capabilities also span the alternative credit and asset-based finance markets, allowing us to harness the power of our collective insights and provide innovative capital structure solutions for our borrowers and partners. Our Credit products are generally offered through a mix of our ~~BDCs~~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. Within direct lending, we aim to lend capital to sizable, defensive businesses operating in recession-resistant industries or non-cyclical end markets.

◦Diversified Lending: Our diversified lending strategy seeks to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns across credit cycles with an emphasis on preserving capital primarily through originating and making loans to, and making debt and equity investments in, U.S. middle market companies. We provide a wide range of financing solutions with a strong focus on the top of the capital structure and operate this strategy through diversification by borrower, sector, sponsor and position size. Our diversified lending strategy is primarily offered to investors through our BDCs.

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◦Technology Lending: Our technology lending strategy seeks to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments primarily through originating and making loans to, and making debt and equity investments in, technology-related companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may be convertible into common equity of companies in which our products invest (which we refer to as “portfolio companies”). Our technology lending strategy invests in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services. This strategy focuses on companies that directly operate in technology-related industries or ~~sectors~~indirectly ~~which~~operate ~~include,~~in ~~but~~technology-related ~~are~~industries ~~not~~through ~~limited~~their ~~to,~~reliance ~~information~~on technology, ~~application~~(e.g. orutilizing ~~infrastructure~~scientific ~~software,~~knowledge ~~financial~~or ~~services,~~technology-enabled ~~data and analytics~~techniques, ~~security~~skills, ~~cloud computing~~methods, ~~communications,~~devices ~~life~~or ~~sciences,~~processes ~~healthcare,~~to ~~media,~~deliver ~~consumer~~goods ~~electronics,~~and ~~semi-conductor,~~services) ~~internet~~or ~~commerce~~companies ~~and~~that ~~advertising,~~seek ~~environmental,~~to ~~aerospace~~grow ~~and~~through ~~defense~~technological ~~industries~~advancements and ~~sectors~~innovations. Our technology lending strategy is primarily offered to investors through our technology-focused BDCs.

◦First Lien Lending: Our first lien lending strategy seeks to realize current income with an emphasis on preservation of capital primarily through originating primary transactions in and, to a lesser extent, secondary transactions of first lien senior secured loans in or related to private equity sponsored, middle market businesses based primarily in the United States. 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 focus on high-quality companies that could be experiencing disruption, dislocation, distress or transformational change. We aim to be the partner of choice for companies by being well-equipped to provide a variety of financing solutions to meet a broad range of situations, including the following: (i) rescue financing, (ii) new issuance and recapitalizations, (iii) wedge capital, (iv) debtor-in-possession loans, (v) financing for additional liquidity and covenant relief and (vi) broken syndications. 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. Our alternative credit strategy is offered to investors through our interval fund, OWLCX, long-dated private funds and managed accounts.

•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. 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.

GP Strategic Capital

Our GP Strategic Capital products position us as a leading capital solutions provider to private capital 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. Our GP Strategic Capital products are offered primarily through Permanent Capital private fund vehicles across the following investment strategies:

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•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 investment objective is to generate compelling cash yield by collecting a set percentage of contractually fixed management fees, a set percentage of carried interest and a return on balance sheet investments from the underlying managers. 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. Our inaugural products followed a hedge fund manager-focused investment program that has since evolved into a private capital manager-focused investment program in our more recent products focused on institutional private markets-focused firms that generally have fee-paying assets under management over $10 billion. We have an additional product offering, which is a strategic and economic venture between Blue Owl and a global alternative asset manager headquartered in Abu Dhabi, that focuses on building a diversified portfolio of minority equity stakes in mid-sized institutional private markets-focused firms that generally have fee-paying assets under management of less than $10 billion. Our GP minority stakes strategy is offered to investors through our closed-end, Permanent Capital funds. A fundamental component of the fundraising efforts for our investment programs is the ability to identify and execute co-investment opportunities for our investors. 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 originate and invest in secured term loans that are collateralized by substantially all of the assets of a manager and become subject to repayment on an accelerated basis pursuant to cash flow sweeps of set percentages of management fees, GP realization, carried interest and other fee streams of the management company in the event that certain minimum coverage ratios are not maintained. Our investment objective is to generate current income by targeting investment opportunities with attractive risk-adjusted returns. We expect that the loans will be made primarily to allow borrowers to support business growth, fund GP commitments, and launch new strategies. The GP debt financing strategy allows us to offer a comprehensive suite of solutions to private capital managers.

•Professional Sports Minority Stakes: Our professional sports minority stakes strategy focuses on building diversified portfolios of minority equity investments in professional sports teams. Our investment objective is to purchase minority equity interests at attractive valuations while generating a compelling return primarily through participation in potential cash distributions, capital appreciation, and/or control ownership sales.

Real Assets

Our Real Assets products focus on ~~two~~three primary investment strategies: net lease, ~~and~~ real estate credit and digital infrastructure. Our Real Assets products are offered primarily through Permanent Capital vehicles, including our non-traded ~~REIT~~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 ~~mission~~data ~~critical~~centers, ~~office~~among ~~sectors~~others, occupied by investment-grade or creditworthy tenants. By combining our proprietary origination infrastructure, enhanced lease structures and disciplined investment criteria, we seek to provide investors with predictable current income and potential for appreciation while limiting downside risk.

•Real Estate Credit: Our real estate credit investment strategy offers a diverse range of competitive real estate financing solutions and invests in both the public and private markets, seeking to generate equity-like returns while maintaining well-protected positions in the capital structure. 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.

•Digital Infrastructure: Our ~~History~~digital infrastructure strategy focuses on acquiring, financing, developing, and operating data centers and related digital infrastructure assets. As one of the world’s largest private investors in the space, we believe our scale, deep-sector focus, and partnership approach make us a leading solutions provider to premier technology companies and hyperscalers. Our capability set spans the entire operating and development spectrum, unlocking multiple opportunities for value creation in our pursuit to generate attractive risk-adjusted returns for our investors.

~~Blue~~GP ~~Owl’s~~Strategic ~~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. Dyal Capital was founded in 2010 by Michael Rees to fill the need for flexible capital solutions for private capital managers. 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.

Our GP Strategic Capital products position us as a leading capital solutions provider to private capital 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 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. Our investment objective is to generate compelling cash yield by collecting a set percentage of contractually fixed management fees, a set percentage of carried interest and a return on balance sheet investments from the underlying managers. 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. Our inaugural products followed a hedge fund manager-focused investment program that has since evolved into a private capital manager-focused investment program in our more recent products focused on institutional private markets-focused firms that generally have fee-paying assets under management over $10 billion. We have an additional product offering, which is a strategic and economic venture between Blue Owl and a global alternative asset manager headquartered in Abu Dhabi, that focuses on building a diversified portfolio of minority equity stakes in mid-sized institutional private markets-focused firms that generally have fee-paying assets under management of less than $10 billion. Our GP minority stakes strategy is offered to investors through our closed-end, Permanent Capital funds. A fundamental component of the fundraising efforts for our investment programs is the ability to identify and execute co-investment opportunities for our investors. 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.

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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. Dyal Capital was founded in 2010 by Michael Rees to fill the need for flexible capital solutions for private capital managers. 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. Blue Owl’s robust and diversified offerings will continue to serve as a response to the following sector dynamics:

•shifting allocations by ~~retail~~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.

Across our business, our presence in the market combined with our constant dialogue with financial sponsors, companies and our investors, has allowed us to identify attractive opportunities in adjacent subsectors over time.

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~~assets solutions opportunities as well as heightened investor interest. We have focused on executing on key adjacencies that are natural extensions of existing core strategies in order to capitalize on the growing dislocations in the market and rising investor demand.

Our Competitive Strengths

•High proportion of Permanent Capital. We have a high-quality capital base heavily weighted toward Permanent Capital. For the year ended December 31, ~~2024~~2025, approximately 9185% 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. The high proportion of Permanent Capital in our AUM provides a stable base and allows for our AUM to grow more predictably without having reductions in our asset levels due to ordinary redemptions. Our Permanent Capital base also lends stability and flexibility to our products’ portfolio companies, providing us the opportunity to grow alongside these companies and positioning us to be a preferred source of capital and the incumbent lender for follow-ons and other capital solutions to high-performing companies. As such, we are able to be a compelling partner for these firms as they seek capital to support their long-term vision and business development goals. 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. 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. As of December 31, 2024, we had approximately $22.6 billion in AUM not yet paying fees, providing the potential for over $300 million of annualized management fees once fully deployed. In addition, to the extent certain of our BDCs become publicly listed, the advisory fees from such BDCs could potentially increase, subject to any fee waivers or deferral arrangements agreed to by us and the applicable BDC.

•Stable earnings model with attractive margin profile. The majority of our revenues is generated from our stable management fees. 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.

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•~~Extensive,~~Significant ~~long-term~~embedded ~~relationships~~growth ~~with~~in acurrent ~~robust~~AUM ~~and~~with ~~vast~~built-in ~~network~~mechanisms offor ~~alternative~~fee ~~asset~~revenue ~~managers~~increases. WeWhile ~~have~~we ~~extensive~~expect ~~alternative~~to ~~asset~~continue ~~manager~~our ~~relationships,~~successful ~~which~~fundraising ~~allow~~track usrecord to ~~quickly~~supplement ~~and efficiently source potential investment opportunities for~~ our ~~products.~~existing Wecapital ~~believe~~base, our ~~deep~~current ~~relationships~~AUM, ~~position~~predominately usPermanent toCapital ~~receive “early looks” and “last looks” from alternative asset managers, which~~ in ~~turn~~nature, ~~allow~~already usprovides tofor besignificant ~~highly~~embedded ~~selective in deciding which investments to pursue~~growth. WeOf ~~believe the depth and breadth of~~ our ~~relationships~~$307.4 ~~are~~billion ~~predicated~~AUM ~~on several~~base, ~~differentiating~~$187.7 ~~features~~billion ofrepresents our ~~business~~current ~~and that alternative asset managers value our team’s experience and deep focus both within products and across a broad spectrum of capital solutions~~FPAUM. ~~Our~~As ~~expansive set~~ of ~~product offerings allows us to provide flexible and creative solutions~~December 31, ~~and in tandem with our sizeable Permanent Capital base~~2025, ~~enables~~we ushad toapproximately ~~provide access to scaled, sizeable commitments~~$28.4 ~~Partner~~billion ~~Managers~~ in ~~our~~AUM GPnot ~~minority~~yet ~~stakes~~paying ~~products also value our Business Services Platform~~fees, ~~which~~providing ~~provides~~the ~~strategic~~potential ~~value-added~~for ~~services~~over 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$326.3 Wemillion ~~expect our differentiated approach and broad spectrum~~ of ~~capital~~annualized ~~solution~~management ~~products~~fees ~~will~~once ~~continue~~fully ~~to strengthen our relationships, and we intend to further expand our network to fortify our position as a preferred partner for alternative asset managers and their products’ portfolio companies~~deployed.

•Extensive, long-term relationships with a robust and vast network of alternative asset managers. 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. We believe the depth and breadth of our relationships are predicated on several differentiating features of our business and that alternative asset managers value our team’s experience and deep focus both within products and across a broad spectrum of capital solutions. Our expansive set of product offerings allows us to provide flexible and creative solutions, and in tandem with our sizeable Permanent Capital base, enables us to provide access to scaled, sizeable commitments. 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. We expect our differentiated approach and broad spectrum of capital solution products will continue to strengthen our relationships, and we intend to further expand our network to fortify our position as a preferred partner for alternative asset managers and their products’ portfolio companies.

•Increasing benefits of scale. We believe our robust, scaled infrastructure provides us with a competitive advantage which enables us to provide attractive solutions as a trusted partner and therefore continue to capture market share. Many institutional investors are concentrating their relationships in an effort to partner with dependable, scaled firms with proven track records that they have a high level of comfort with. Our scaled business enables us to remain a partner of choice not only for borrowers, GPs and tenants, but also for investors. We believe we will not only maintain, but continue to expand, our share of the market as a result of the high level of confidence investors have in our scaled capital solutions business. Our ability to provide diversification and niche access points will continue to attract investor interest as they seek diversification and continue to value lower-correlation portfolio allocations.

There are many managers who compete with our Credit platform. However, we believe our focus on direct lending serves as a competitive advantage. 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 $12.0 billion or more. Our Credit platform’s scale has demonstrated the ability to originate larger deals, while also providing diversification in our portfolios. We believe our scale enables us to broaden our deal funnel and provides us access to more investment opportunities than many other direct lenders. We have significant available capital that allows us to provide scaled financing solutions, commit to full capital structures and support the capital needs of borrowers. 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 GPReal ~~Strategic Capital~~Assets, we have ~~also~~a ~~established~~targeted ~~ourselves~~origination asstrategy athat ~~market~~is ~~leader,~~enhanced ~~with~~by aour ~~long~~strong ~~track~~network ~~record,~~and ~~the~~allows ~~greatest~~us ~~amount~~to ofbe ~~aggregate~~both ~~capital~~competitive ~~raised~~ and ~~the~~differentiated ~~largest~~from ~~number~~other ofnet ~~publicly~~lease ~~announced deals~~peers. ~~Our~~We ~~most~~proactively ~~recently~~build ~~completed~~and ~~flagship~~maintain ~~fundraise,~~strong ~~Blue~~relationships ~~Owl~~with GPlarge ~~Stakes~~investment V,grade-rated ~~was~~and ~~more~~creditworthy ~~than~~companies ~~twice~~whose asbusinesses ~~large~~offer asessential ~~funds~~goods ~~raised~~or byservices ~~our~~and ~~closest~~which ~~peers.~~we ~~Our~~believe ~~large~~are ~~base~~generally ofresistant ~~stable~~to ~~capital~~e-commerce ~~not~~and ~~only~~economic ~~enables~~downside ~~participation~~risks. inFurther ~~investments~~we ~~across~~look ~~the~~to ~~sizing~~provide ~~spectrum,~~flexible ~~but~~structuring ~~also~~that ~~creates~~is amutually ~~competitive~~beneficial ~~advantage~~with bylong ~~positioning~~lease usdurations, asand ain ~~highly~~many ~~qualified~~cases, ~~buyer~~favorable ~~for minority stakes in attractive GPs~~pricing. We ~~believe~~have ~~that~~leveraged weour ~~also~~corporate ~~gain~~partnerships ~~access~~ to ~~proprietary~~both ~~deal~~source ~~flow~~unique asinvestment aopportunities ~~result~~unavailable ofto ~~the~~other market’s ~~confidence~~participants inand ~~our~~negotiate ~~ability~~attractive tolease ~~execute on investments expeditiously~~terms. We believe our strong ~~reputation~~origination incapabilities, ~~the~~conservative ~~market~~underwriting ~~combined~~criteria, ~~with~~strong ~~our~~existing ~~scale~~tenant ~~will~~relationships, ~~continue~~experienced team dedicated to ~~provide~~digital usinfrastructure ~~with~~investments ~~unique~~and ~~access~~deep, multi-level hyperscaler alignment and relationships will allow our Real Assets products to purchase and develop properties in the ~~most~~future at attractive ~~sectors~~terms ofand ~~the~~pricing, ~~alternative~~providing ~~asset~~significant ~~management~~long-term ~~universe~~opportunities for growth and scale.

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 proactively build and maintain strong relationships with large investment grade-rated and creditworthy companies whose businesses offer essential goods or services and which we believe are generally resistant to e-commerce and economic downside risks. Further we look to provide flexible structuring that is mutually beneficial with long lease durations, and in many cases, favorable pricing. We have leveraged our corporate partnerships to both source unique investment opportunities unavailable to other market participants and negotiate attractive lease terms. We believe our strong origination capabilities, conservative underwriting criteria and strong existing tenant relationships will allow our Real Assets products to purchase properties in the future at attractive terms and pricing, providing significant long-term opportunities for growth and scale.

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~~•Diverse,~~Within ~~global~~GP ~~and~~Strategic ~~growing~~Capital, ~~high-quality~~we ~~investor~~have ~~base. Our~~also ~~global~~established ~~investor~~ourselves ~~base~~as isa ~~composed~~market ~~of long-standing institutional relationships~~leader, aswith ~~well as~~ a ~~quickly~~long ~~growing~~track ~~retail~~record, ~~investor~~the ~~base.~~greatest ~~Our~~amount ~~institutional~~of ~~clients~~aggregate ~~include~~capital ~~large~~raised ~~domestic~~ and ~~international~~the ~~public~~largest ~~and~~number ~~private~~of ~~pension~~publicly ~~funds,~~announced ~~endowments, foundations, family offices, sovereign wealth funds, asset managers and insurance companies~~deals. Our ~~retail~~most ~~clients~~recently ~~include~~completed ~~prominent~~flagship ~~wealth management firms~~fundraise, ~~private~~Blue ~~banks,~~Owl ~~and~~GP ~~high~~Stakes ~~net~~V, ~~worth~~was ~~investors.~~more Asthan wetwice ~~continue~~as tolarge ~~grow,~~as wefunds ~~expect~~raised toby ~~retain~~ our ~~existing~~closest ~~clients~~peers. ~~through~~Our ~~our~~large ~~breadth~~base of ~~offerings.~~stable Ascapital ofnot ~~December 31,~~only ~~2024,~~enables ~~approximately~~participation ~~38%~~in ofinvestments ~~our~~across ~~institutional~~the ~~investors,~~sizing ~~excluding insurance~~spectrum, ~~were~~but ~~invested~~also increates ~~more~~a ~~than~~competitive ~~one~~advantage ~~product,~~by ~~with~~positioning ~~many~~us ~~increasing~~as ~~their~~a ~~commitment~~highly toqualified ~~their~~buyer ~~initial~~for ~~strategy~~minority ~~and~~stakes ~~committing~~in ~~additional~~attractive ~~capital across our other strategies~~GPs. We believe ~~our~~that ~~diligent~~we ~~management~~also ofgain ~~investors’~~access ~~capital,~~to ~~combined~~proprietary ~~with~~deal ~~our~~flow ~~strong~~as ~~performance~~a ~~and~~result ~~increasingly~~of ~~diversified~~the ~~product~~market’s ~~offerings~~confidence ~~has~~in ~~helped retain and attract investors which has furthered~~ our ~~growth~~ability into ~~FPAUM~~execute ~~and~~on ~~facilitated~~investments ~~further expansion of our strategies~~expeditiously. We ~~also~~ believe ~~the global nature of~~ our ~~investor~~strong ~~base~~reputation ~~enables~~in ~~significant~~the ~~cross-selling~~market ~~opportunities~~combined ~~between~~with our ~~products.~~scale Wewill ~~are~~continue ~~committed~~ to ~~providing~~provide ~~our~~us ~~clients~~ with aunique ~~superior~~access ~~level~~to ofthe ~~service.~~most Weattractive ~~believe~~sectors ~~our client-focused nature, rooted in our culture~~ of ~~transparency,~~the ~~will~~alternative ~~help~~asset usmanagement ~~continue to retain and attract high-quality investors to our business~~universe.

•Diverse, global and growing high-quality investor base. Our global investor base is composed of long-standing institutional relationships, as well as a quickly growing individual investor base. Our institutional clients include large domestic and international public and private pension funds, endowments, foundations, family offices, sovereign wealth funds, asset managers and insurance companies. Our individual clients include prominent wealth management firms, private banks, and high net worth investors. As we continue to grow, we expect to retain our existing clients through our breadth of offerings. 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. We believe our diligent management of investors’ capital, combined with our strong performance and increasingly diversified product offerings has helped retain and attract investors which has furthered our growth in FPAUM and facilitated further expansion of our strategies. We also believe the global nature of our investor base enables significant cross-selling opportunities between our products. We are committed to providing our clients with a superior level of service. We believe our client-focused nature, rooted in our culture of transparency, will help us continue to retain and attract high-quality investors to our business.

•Industry-leading management team with proven track record. We are led by a team of seasoned executives with significant and diverse experience at the world’s leading financial institutions. Our best-in-class management team has considerable expertise across their respective product strategies, with a long track record of successful investing experience across multiple businesses and credit cycles. Members of our senior management have decades of experience and a strong track record in building successful businesses from the ground up and generating superior returns across market cycles. Additionally, our senior management team has developed meaningful, long-term relationships and partnerships with alternative asset managers as well as with our investors.

•Alignment of interests with stakeholders. We consider the alignment of interests of our executive management team and other professionals with those of the investors in our products to be core to our business. AUM (inclusive of accrued carried interest) attributable to us, our executives and other employees as of December 31, ~~2024~~2025 totaled approximately $46.14 billion (including $2.26 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.

Our Growth Strategy

We aim to continue applying our core principles and values that have guided us since inception in order to expand our business through the following strategies:

•Organically grow our core business. We expect to continue to grow AUM in our existing strategies, and intend to launch additional or successor Permanent Capital vehicles and long-dated products in the future. We will benefit from significant embedded growth in our current AUM that is not yet paying fees that can be realized as we continue to deploy and lever our existing capital base. 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~~offerings. We plan to grow our business by expanding our product offerings. We intend to take a diligent and deliberate approach to expansion, by adding products that are complementary, adjacent or additive to our current strategies. To date, our measured approach to growth through the addition of adjacent strategies has allowed us to continue delivering high performance to our dedicated investor base. We expect that as we continue to grow our existing strategies, there will be additional adjacencies that provide natural expansion opportunities. We believe through the disciplined expansion of our business, we can continue to develop our breadth of offerings and further our position as a leading solutions provider. 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.

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•Leverage complementary global distribution networks. We are well positioned to continue to penetrate the growing global market. ~~The success of our Credit and Real Assets products to date has been primarily focused within the United States, while our GP Strategic Capital products have a more global investor base.~~ 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~~2025, we raised 79approximately 75% of our capital in the United States and Canada. We believe our strong network and track record of global fundraising has primed us to further extend our fundraising efforts across products and into additional international markets, as institutional investors across the globe are facing the same pressures and seeking the same positive attributes of the sector that have attracted domestic investors thus far. We also believe we have a significant opportunity to continue to leverage our global fundraising capabilities and investor relationships to cross-sell our Credit, GPReal ~~Strategic~~Assets ~~Capital~~ and ~~Real~~GP ~~Assets~~Strategic Capital products, as well as utilize our existing domestic retail channel to cross-sell our products while increasing our global capabilities. The global market represents a large, and relatively untapped opportunity for many of our products that we believe will facilitate our pursuit of international expansion in the coming years, and position us to enter into less-developed markets where we can be a significant first-mover and play a key role in defining the markets.

•Enhance our distribution channels. As investors continue to increase their alternatives allocation in the search for yield, we believe we have the opportunity to continue diversifying our client base by attracting new investors across different channels. We intend to leverage our strong growth within and across our strategies as a means to add new investors to our growing family of products. We ~~have~~are ~~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. In addition, we have continued to grow our relationships in the consultant community. We intend to be the premier Credit, GPReal ~~minority~~Assets ~~stakes~~ and ~~triple~~GP ~~net~~minority ~~lease~~stakes ~~real estate~~ investing business for investors across the institutional and retail distribution channels.

•Deepen and expand strong strategic relationships with key institutional investors. 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. As of December 31, ~~2024~~2025, 1625 institutional investors, ~~excluding insurance,~~ have committed at least $1.0 billion across our strategies, 3253 have committed at least $500 million, and 71101 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. We also have important relationships with sponsors, wealth management firms, banks, corporate advisory firms, industry consultants and other market participants that we believe are of significant value. As we continue to grow, both organically and through product and geographic expansion, we will continue to pursue the addition of incremental key strategic partners.

•Opportunistically pursue accretive acquisitions. In addition to our various avenues of organic growth, we intend to diligently evaluate acquisition opportunities that we believe would be value-enhancing to our current offerings. These could include acquisitions that would expand the breadth of our product offerings, further develop our investor base, or facilitate our plans for global expansion. We believe that as the market continues to evolve, there will be numerous opportunities for us to consider, of which we intend to only pursue the most accretive acquisitions.

Competition

The investment management industry is intensely competitive, and we expect it to remain so. We compete globally and on a regional, industry and asset basis. We face competition both in the pursuit of investors for our products and investment opportunities. Generally, our competition varies across product lines, geographies and financial markets. We compete for investors based on a variety of factors, including investment performance, investor perception of investment managers’ drive, focus and alignment of interest, quality of service provided to and duration of relationship with investors, breadth of our product offering, business reputation and the level of fees and expenses charged for services. We compete for investment opportunities at our products based on a variety of factors, including breadth of market coverage and relationships, access to capital, transaction execution skills, the range of products and services offered, innovation and price, and we expect that competition will continue to increase. See “Item 1A. Risk Factors—Risks Related to Investment Management—The investment management business is intensely competitive.”

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Competition is also intense for the attraction and retention of qualified employees. Our ability to continue to compete effectively will depend upon our ability to attract new employees and retain and motivate our existing employees. See “Item 1A. Risk Factors—Risks Related to Personnel—Our future growth depends on our ability to attract, retain and develop human capital in a highly competitive talent market.”

Credit

Our competition as an asset manager and financing source to primarily upper-middle-market companies consists primarily of other asset managers who focus principally on credit funds, including BDCs, and other credit products. We also compete with other public and private funds, commercial and investment banks, commercial finance companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and may have more financial, technical, and marketing resources than we do. Many of these competitors have similar investment objectives to us, which may create additional competition for investment opportunities. Some of these competitors may also 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 investment opportunities. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. 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~~Regulated Products, or to the distribution and other requirements our ~~BDCs~~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. 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.

GP Strategic Capital

Our GP Strategic Capital products currently have limited direct competition from organizations dedicated to acquiring stakes in private capital managers. A limited number of asset managers have been acquiring minority stakes in certain private capital managers. Such institutions may compete with us for similar investments in the future. 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.

With respect to our GP debt financing strategy, many banks provide revolving lines of credit to private equity managers, but these credit lines are typically short duration, amortize and require blanket personal guarantees. A small number of firms provide structured or preferred equity to private capital managers, but these investments are also structurally very different from our products’ long-term loans. We believe that this limited competition is likely to persist, as conflicts of interest, regulatory restrictions, capital constraints and other considerations make lending to private capital managers challenging for financial institutions, insurance companies and other private market firms.

Our current GP Strategic Capital strategies compete with, among others, a number of private equity funds, specialized funds, hedge funds, corporate buyers, traditional asset managers, real estate companies, commercial banks, investment banks, other investment managers and other financial institutions, including the owners of 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. We compete globally and on a regional, industry and asset basis.

Real Assets

WeOur ~~have~~Real ~~remained~~Assets ~~the~~platform, ~~only~~which includes net lease, ~~private~~real ~~equity~~estate ~~manager~~credit ~~dedicated to transacting primarily with investment grade rated~~ and ~~other~~digital ~~creditworthy~~infrastructure ~~counterparties.~~products, ~~The~~generally ~~more~~faces ~~stable and predictable nature of the net lease sector has brought additional~~ competition ~~into~~from ~~the~~private ~~space~~equity inreal ~~recent~~estate ~~years. Historically~~funds, ~~such competition has primarily come from net lease~~ REITs (publicly traded and non-traded), ~~other private equity~~ real estate ~~funds,~~lenders and ~~high~~other ~~net~~asset ~~worth~~managers ~~buyers.~~that invest in the real assets space.

~~Competitors~~While there is substantial activity in the ~~publicly~~net ~~traded~~lease space, we believe our net lease ~~sector~~strategy ~~generally~~is ~~exhibit~~differentiated ~~less~~from ~~stringent~~our ~~criteria~~peers. ~~than~~Importantly, weour doprimary ~~with~~competition ~~respect~~is tonot ~~pricing~~other ~~and~~net lease ~~durations,~~or ~~and~~real ~~their~~estate ~~portfolios~~investors; ~~are~~it ~~comprised~~is ~~substantially~~predominantly ofcompanies ~~non-investment~~choosing ~~grade~~alternative ~~credits,~~paths ~~shorter~~to ~~average~~raising ~~lease~~capital ~~terms,~~or ~~and~~solving ~~meaningful~~a ~~near-term~~problem ~~lease~~that ~~rollover~~could otherwise be resolved through sale-leaseback differently. ~~Additionally,~~This ~~many~~is ~~net~~further ~~lease~~accentuated ~~peers~~by ~~focus~~the onfact ~~acquiring~~that ~~retail~~a ~~properties~~vast ~~with~~majority anof ~~average~~our historical deal ~~size~~flow ofhas ~~less~~been ~~than~~executed ~~$10~~entirely ~~million,~~off-market. ~~whereas~~We ~~our~~have ~~Real~~remained ~~Assets~~focused ~~products’~~on ~~transactions~~transacting ~~are~~primarily ~~frequently~~with ~~$100~~investment ~~million~~grade rated and ~~greater~~other increditworthy ~~size~~counterparties. However, the more stable and predictable nature of the net lease sector has brought additional competition into the space in recent years, including from high-net-worth buyers and net lease REITs.

Competitors in the publicly traded net lease sector generally exhibit less stringent criteria than we do with respect to pricing and lease durations, and their portfolios are comprised substantially of non-investment grade credits, shorter average lease terms, and meaningful near-term lease rollover. Additionally, many net lease peers focus on acquiring retail properties with an average deal size of less than $10 million, whereas our Real Assets products’ transactions are frequently $100 million and greater in size. The broader investment strategies of these competitors may therefore create competitive disadvantages for us and enable them to pursue more extensive investment opportunities that are excluded from our strategies. Competition from other private equity funds has grown, as many have either shifted their current real estate focus to building net lease teams or acquiring existing net lease strategies.

In the real estate credit sector, we compete with other real estate lenders based on our credit underwriting capabilities, sourcing capabilities, credit selection and accretive and responsible leverage strategies. While we target high-quality collateral with a singular focus on credit quality and aim to source investment opportunities in public and private real estate finance markets, some of our competitors may have more established, diversified platforms that can offer a greater variety of capital solutions in scale across different costs of capital and product types.

In the digital infrastructure sector, we compete with other funds and operators on the basis of our ability to deliver tailored solutions at scale, reduce execution risk and accelerate time to market. Hyperscalers seek partners who are able to not only provide capital, but also offer strategic value by aligning development timelines, offering flexible structures and delivering operational expertise to meet global requirements. We compete both locally and with other national and global funds and operators in the digital infrastructure space.

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~~Competition~~GP ~~from~~Strategic other private equity funds has grown, as many have either shifted their current real estate focus to building net lease teams or acquiring existing net lease strategies. Despite this increased activity, competition with our Real Assets products on the deal level has remained relatively low, as those strategies concentrate their efforts in the non-investment grade space, prefer to develop properties themselves, and to deploy capital in sectors that are outside of our traditional focus of industrial assets, mission critical office properties and essential retail. As the monetization of real estate through sale-leasebacks continues to gain traction as a capital allocation tool for companies, we expect the net lease sector to grow even larger, and that will continue to attract more competition into the space.Capital

Our GP Strategic Capital products currently have limited direct competition from organizations dedicated to acquiring stakes in large, institutionalized private capital managers. While an incremental number of asset managers have recently entered the market, and other such institutions may compete with us for similar investments in the future, the number of asset managers pursuing this strategy remains relatively limited. 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.

Human Capital

As of December 31, ~~2024~~2025, we had ~~over~~approximately 1,~~100~~365 full-time employees globally.

Culture

As an alternative asset manager, we believe that our people are key to the success of our business. Our culture shapes how our employees work, grow and create value for our investors and stockholders. Culture is not just something we talk about, it defines how we engage with one another every day. We embrace four core values we view as integral to creating a culture in which our people can thrive personally and professionally, including mutual respect, excellence, constructive dialogue and a “one team” mindset.

•Mutual respect. We hold ourselves to the highest standard of professional conduct. We acknowledge everyone’s unique contributions and in challenging situations, listen to understand.

•Excellence. We strive to operate always at the highest standard and deliver the best possible outcomes for our stakeholders. We are constantly analyzing our performance to learn from our successes and our mistakes.

•Constructive dialogue. We invite alternative points of view. As a firm, we encourage thoughtful, intentional and honest opinions.

•“One Team.” We pride ourselves in our strong alignment with all our stakeholders, including investors, borrowers, Partner Managers, employees and others. We act in the highest interest of the Blue Owl ecosystem and work across functions for greater outcomes to deliver value for all of these groups.

We rely significantly on our talented team, leveraging a wide variety of investment, management, business and other skills and expertise, to create value for stockholders and investors in our products. We offer career development and skill building opportunities for our employees. We aim to build a team that is driven and embraces ana ~~inclusive~~ culture of belonging 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. 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. Employees at higher total compensation levels are generally targeted to receive a greater percentage of their total compensation payable in Incentive Units and RSUs. To further align their interests with those of investors in our products, our employees have the opportunity to make investments in or alongside our products. We also provide our employees with job-specific training and development opportunities, robust health and other wellness offerings, as well as a variety of quality-of-life benefits, including family planning resources. We believe our approach to compensation and benefits is consistent with companies in the alternative asset management industry and helps enable us to attract and retain best-in-class talent in our industry. 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. Almost four years after our listing as a public company, we have made meaningful strides developing a strategic approach to advancing our corporate sustainability objectives across three priority areas of focus: Responsible Investing, diversity, equity and inclusion (“DEI”) and Citizenship.

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WeCompensation ~~believe that Blue Owl’s governance of corporate sustainability reflects strong leadership~~ and oversight at the senior management and Board of Directors (“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. 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. 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. 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 activities are managed by the Responsible Investing & ESG team.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. 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. Employees at higher total compensation levels are generally targeted to receive a greater percentage of their total compensation payable in Incentive Units and RSUs. To further align their interests with those of investors in our products, our employees have the opportunity to make investments in or alongside our products. We also provide our employees with job-specific training and development opportunities, robust health and other wellness offerings, as well as a variety of quality-of-life benefits, including family planning resources. We believe our approach to compensation and benefits is consistent with companies in the alternative asset management industry and helps enable us to attract and retain best-in-class talent in our industry. 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 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.

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. 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.

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. 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 ~~the~~our ~~companies in which we invest~~investments. We strive to continuously strengthen our ability to mitigate, manage and monitor relevant ESG risks and opportunities within our investment portfolios. When considering potential investments on behalf of the products that we manage, we seek to address the relevant ESG considerations, risks and potential rewards related to our prospective investments. Further, we have processes designed to ensure compliance with applicable regulatory disclosure requirements, including ESG-related disclosure obligations.

We believe it is important to consider the multiple ways that climate risk may affect us as an asset manager. Blue Owl has designed an approach to identify, assess and prioritize potential climate-related risks across its operations and investment activity. We have considered recommendations from the Task Force on Climate-Related Financial Disclosures in the design and implementation of our climate risk management program, including topics related to governance, strategy, risk management and metrics.

~~Diversity, Equity and Inclusion~~Belonging

Blue Owl isseeks ~~committed~~ to ~~fostering~~foster ~~and preserving~~ a culture ofthat ~~diversity~~fuels our ability to deliver results through private markets, ~~equity~~attract and ~~inclusion.~~retain Wetop ~~seek~~talent toand ~~create~~build anstrong ~~inclusive,~~partnerships. ~~performance-based~~Our ~~environment~~values—mutual ~~that~~respect, isexcellence, ~~supportive~~constructive ofdialogue ~~people~~and ~~from~~one ~~all~~team—form ~~backgrounds.~~the Wefoundation ~~have~~of ~~formalized~~a culture where our ~~approach~~employees byare ~~adopting~~empowered ato ~~DEI~~reach ~~policy~~their full potential.

~~Blue~~The ~~Owl’s~~following ~~DEI~~initiatives ~~strategy~~help ~~centers~~cultivate onconnection, ~~the~~opportunity ~~following~~and ~~key~~impact ~~concepts~~for our employees and ~~core~~the ~~values~~many stakeholders we serve:

•Embracing our differences. We embrace and encourage our differences that make us unique. We believe that a team comprised of individuals with diverse backgrounds, experiences, perspectives and insights is critical to the long-term success of our firm.

•Strategic priorities. Continuing to develop as a diverse, equitable and inclusive firm is a strategic priority for Blue Owl that we believe can further enhance our work environment and overall business. Our commitment to diversity, equity and inclusion is relevant to interactions with our employees, investors, products’ portfolio companies and third-party service providers.

•Leadership. While our ongoing efforts are championed by the Blue Owl founders and executed upon by senior leaders across all business areas of the firm, we aim to support DEI through the firm’s entire employee population. Continuing to develop a diverse, equitable and inclusive firm is a strategic priority. Our Chief Human Resources Officer is responsible for overseeing our DEI program.

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To•Our ~~further foster an inclusive culture, we seek to continue to establish relevant and appropriate~~ Employee Resource Groups, ~~which~~ are open to all employees and aim to ~~build~~create ~~community~~an ~~through~~environment ~~shared identities, helping us further our goal~~ of ~~promoting a sense of inclusion and~~ belonging. ~~We also work with select partners to provide our employees with access to resources, networks and opportunities~~ for ~~professional development, as well as utilizing the organizations’ job boards to recruit candidates~~all. ~~Additionally,~~These ~~our~~groups ~~summer internship program for college students includes partnerships with organizations that represent students from backgrounds that~~ are ~~often~~employee-initiated ~~underrepresented in the finance industry. This program includes training, professional development sessions, networking opportunities~~ and ~~mentorship~~employee-led. We also offer career development, skill building and mentorship opportunities for our employees. Finally, our suite of benefits includes primary and secondary parental leave, family planning benefits and stipend and flexible work schedules.

•Our Blue Owl Celebrates series honors various heritage and affinity months throughout the year by highlighting dynamic guest speakers, small businesses and resources for learning and action.

•We partner with industry organizations to offer our employees access to resources, memberships, events, networks and opportunities for professional development, as well as utilizing the organizations’ job boards to recruit candidates.

•Finally, our suite of benefits includes primary and secondary parental leave, family planning benefits and stipend and flexible work schedules.

Citizenship

We take our role as a corporate citizen seriously and aim to contribute to meaningful causes to support the communities in which we operate and reside. We ~~believe~~are ~~there~~committed ~~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~~that ~~allows~~empowers our employees to engage with ~~each~~one ~~other~~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 ~~non-profit~~nonprofit 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.

Organizational Structure

The Registrant is a publicly traded holding company, and its primary assets are ownership interests in the Blue Owl Operating Partnerships, which are held indirectly through Blue Owl GP. We conduct our business through the Blue Owl Operating Group. 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.

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The diagram below depicts a simplified version of our organizational structure as of December 31, ~~2024~~2025. Ownership percentages are based on shares and units that are fully participating in dividends and distributions as of December 31, ~~2024~~2025.

OWL - 12.31.25 - Org Chart for Business Section (vF).jpg

Economic and voting percentages above do not include the potential dilutive impact of RSUs or unvested Incentive Units, as these interests do not participate in dividends and distributions (other than to the extent of certain tax distributions on unvested Incentive Units). See Note 1 to our Financial Statements for additional information on these interests.

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”).

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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. 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.

Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Any failure to comply with these rules and regulations could limit our ability to carry on particular activities or expose us to liability and/or reputational damage. Additional legislation, increasing global regulatory oversight of fundraising activities, changes in rules promulgated by self-regulatory organizations or exchanges or changes in the laws or rules, or interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability. See “Item 1A. 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. 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~~, including our Code of Ethics and Anti-Bribery and Corruption Policy~~. Our Global Chief Compliance Officer supervises our compliance group, which is responsible for monitoring all regulatory and compliance matters that affect our activities and manages our compliance policies and procedures. Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, personal securities trading, valuation of investments, document retention, potential conflicts of interest and the allocation of investment opportunities.

Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and the protection of personal information. Any failure to comply with such laws or regulations could result in substantial fines, penalties and/or sanctions, litigation, as well as reputational harm. As these laws and regulations or the enforcement of the same become more stringent, or if new laws or regulations are enacted, our financial performance or plans for growth may be adversely impacted.

SEC Regulations

We provide investment advisory services through several entities that are registered as investment advisers with the SEC pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our BDCs elect to be regulated under the Investment Company Act and the Exchange Act and, in certain cases, the Securities Act. 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. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act and the Investment Company Act, ranging from fines and censures to termination of an adviser’s registration.

Under the Advisers Act, an investment adviser (whether or not registered under the Advisers Act) has fiduciary duties to its clients. The SEC has interpreted these duties to impose standards, requirements and limitations on, among other things, trading for proprietary, personal and client accounts; allocations of investment opportunities among clients; and conflicts of interest.

The Advisers Act also imposes specific restrictions on an investment adviser’s ability to engage in principal and agency cross transactions. Our registered investment advisers are subject to many additional requirements that cover, among other things, disclosure of information about our business to clients; maintenance of written policies and procedures; maintenance of extensive books and records; restrictions on the types of fees we may charge, including performance revenues or carried interest; maintaining an effective compliance program; custody of client assets; client privacy; investment adviser marketing; and proxy voting. 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.

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A significant portion of our revenues are derived from our advisory services to our ~~BDCs~~Regulated Products. The Investment Company Act imposes significant requirements and limitations on ~~BDCs~~our Regulated Products, including with respect to their capital structure, investments and transactions. While we exercise broad discretion over the day-to-day management of our ~~BDCs~~Regulated Products, each of our ~~BDCs~~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. The responsibilities of each board include, among other things, approving our advisory contracts with our ~~BDCs~~Regulated Products, approving certain service providers and monitoring transactions involving affiliates, and approving certain co-investment transactions. Additionally, each quarter, the applicable investment adviser, as the valuation designee, provides the audit committee of each of our ~~BDCs~~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. The audit committee of each of our ~~BDCs~~Regulated Products oversees the valuation designee and reports to the respective ~~BDC~~Regulated Product’s board of directors or board of trustees, as applicable, on any valuation matters requiring such board’s attention. The advisory contracts with each of our ~~BDCs~~Regulated Products may be terminated by the stockholders or the board of directors or the board of trustees, as applicable, of such ~~BDC~~Regulated Products on not more than 60 days’ notice, and are subject to annual renewal by each respective ~~BDC~~Regulated Product’s board, ofas ~~directors~~applicable, after an initial two-year term.

~~Generally,~~Section ~~affiliates~~17 of ~~our~~the ~~BDCs~~Investment ~~are~~Company ~~prohibited~~Act ~~under~~places limitations on the ability of any principal underwriter, promoter, or “affiliated person” (as defined in the Investment Company Act), ~~from~~and ~~knowingly~~any ~~participating~~“affiliated person” of such persons, to engage in certain transactions with ~~their~~OWLCX. ~~affiliated~~Section 57 of the Investment Company Act places similar limitations on any principal underwriter or promoter of our BDCs ~~without~~as ~~prior~~well ~~approval~~as certain “affiliated persons” of ~~the~~our ~~BDC’s~~BDCs, ~~board~~and certain “affiliated persons” of ~~directors~~such ~~who~~persons. In certain instances, transactions that are ~~not~~otherwise ~~interested~~prohibited ~~persons~~may ~~and~~be permitted by exemptive rules under the Investment Company Act, pursuant to an exemptive order issued by the SEC or other SEC guidance, or, in ~~some~~the ~~cases~~case of our BDCs, with the prior approval byof the ~~SEC~~BDC’s board of directors. The SEC has interpreted the prohibition on transactions with affiliates to prohibit “joint transactions” among entities that share a common investment adviser.

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~~the ~~BDCs’~~conditions ~~investment~~of ~~objectives,~~such ~~positions,~~relief ~~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~~. 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 ~~BDCs~~Regulated Products and other of our products that could avail themselves of the exemptive relief. Additionally, we have been granted exemptive relief to permit certain of our ~~BDCs~~Regulated Products to offer multiple classes of shares of common stock and to impose asset-based distribution fees and early withdrawal fees.

The SEC also has ~~increased emphasis on investment adviser and private fund regulation~~ in ~~recent~~the ~~years~~past ~~and has~~ proposed ~~and enacted~~ significant rules that would impact investment advisers and their management of private investment funds and the SEC may propose additional changes in the future. Such ~~current and~~ future rule making iscould ~~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.

Other Regulators; Self-Regulatory Organizations

There are a number of other regulatory bodies that have or could potentially have jurisdiction to regulate our business activities, including non-U.S. regulators with jurisdiction over our non-U.S. affiliates. In particular, Blue Owl Capital UK Limited (“Blue Owl UK”) is authorized and regulated by the Financial Conduct Authority (“FCA”) pursuant to the UK Financial Services and Markets Act 2000 (“FSMA”). The FSMA, along with the FCA’s Handbook of rules and guidance, constitute the primary regulatory framework for governing Blue Owl UK’s business activities in the United Kingdom (the “UK”). In this context, Blue Owl UK provides services to its U.S. affiliates including, inter alia, ~~the~~advising ~~provision~~on ~~of investment advice~~investments, arranging transactions to be executed by or on behalf of Blue Owl funds, and certain other related services. Blue Owl Capital Japan (“Blue Owl 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~~Financial ~~Sales~~Instruments Intermediary Service Provider under the sponsorship of a local distribution partner. 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. Blue Owl Capital HK Limited (“Blue Owl HK”) is an entity organized and operating in Hong Kong whose employees assist in the marketing and distribution of Blue Owl Funds in Hong Kong. Blue Owl HK is regulated and licensed by the Securities & Futures Commission of Hong Kong.

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Blue Owl Securities is registered as a broker-dealer with the SEC, maintains registrations in ~~many~~all states and is a member of FINRA and ~~the~~ SIPC. As a broker-dealer, Blue Owl Securities is subject to regulation and oversight by the SEC and state securities regulators. In addition, FINRA, a self-regulatory organization that is subject to oversight by the SEC, promulgates and enforces rules governing the conduct of, and examines the activities of, its member firms. Due to the limited authority granted to Blue Owl Securities in its capacity as a broker-dealer, it is not required to comply with certain regulations covering trade practices among broker-dealers and the use and safekeeping of customers’ funds and securities. As a registered broker-dealer and member of a self-regulatory organization, Blue Owl Securities is, however, subject to various other rules and regulations, including, but not limited to, Rule 15c3-1 of the Exchange Act, which specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer’s assets be kept in relatively liquid form.

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Item 1A. Risk Factors.

RISK FACTOR SUMMARY

The following is a summary of the risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows and should be read in conjunction with the complete discussion of risk factors set forth in “Item 1A. Risk Factors.” Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows include, but are not limited to, the following:

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.

•Fluctuations in interest rates and future increases in inflation could have a material adverse effect on our business and that of our products’ portfolio companies and investments.

Investment Management

•Management fees and other fees comprise ~~the~~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. If we were unable to raise such products, the growth of our FPAUM and management fees, and ability to deploy capital into investments, ~~earning the potential for performance income,~~ would slow or decrease.

•Intense competition among alternative asset managers may make fundraising and the deployment of capital more difficult, thereby limiting our ability to grow or maintain our FPAUM. ~~Such~~Competition ~~competition~~ may be amplified by changes in ~~product~~investors ~~investor~~allocating ~~allocations~~increased amounts of capital away from alternative asset managers.

Products

•The historical returns attributable to our products should not be considered as indicative of the future results of our products or of our future results or of any returns expected on an investment in our Class A Shares.

•Valuation methodologies for certain assets of our products can be ~~open~~subject to subjectivity, ~~which~~and ~~may~~our ~~affect~~valuation ~~the~~of ~~management~~an ~~fees~~asset ormay ~~performance~~differ ~~income~~materially ~~that~~from ~~our~~the ~~business~~value ~~receives~~ultimately realized.

•The use of leverage by our products may materially increase the returns of such products but may also result in significant losses or a total loss of capital.

•We ~~are~~have ~~vulnerable~~increasingly undertaken business initiatives to anincrease ~~increased~~the number and type of ~~investors~~products ~~seeking~~offered to ~~participate~~individual ininvestors, ~~share~~which ~~redemption~~could ~~programs~~expose orus ~~tender~~to ~~offers~~new ofand ~~our~~greater ~~non-traded~~levels ~~products~~of risk.

•~~The~~We ~~products~~are ~~and~~vulnerable ~~investment~~to ~~strategies~~an weincreased ~~currently~~number ~~pursue~~of ~~may~~investors ~~expose~~seeking us to ~~specific~~participate ~~market,~~in ~~tax,~~share ~~regulatory~~repurchase ~~and~~programs ~~other~~or ~~risks~~tender offers of our non-traded products.

•The services, products and investment strategies we currently or in the future may offer or pursue may expose us to greater market, tax, regulatory and other 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. 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.

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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, 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.

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~~income from certain of our products may create an incentive for us to make more 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.

Legal and Regulatory Environment

•Our business is subject to extensive domestic and foreign regulations that may subject us to significant costs and compliance requirements, and there can be no assurance that we will satisfactorily comply with such regulations.

•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.

•Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business and our products.

•Our use of AI technologies could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal and regulatory risks in ways that we cannot predict.

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~~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.

Class A Shares

•The market price and trading volume of our Class A Shares may be volatile, which could result in rapid and substantial losses for holders of our Class A Shares.

•Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A Shares.

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RISK FACTORS

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 business is affected by conditions and trends in the global financial markets and the global economic and political climate relating to, among other things, fluctuations in interest rates, the availability and cost of credit, future increases in inflation, economic uncertainty, changes in laws (including laws and regulations relating to our taxation, taxation of our ~~clients~~investors and applicable to alternative asset managers), trade policies, commodity prices, tariffs (including retaliatory tariffs), currency exchange rates and controls, political elections and administration transitions, and national and international political events (including contract terminations or funding pauses, government agency closures, prolonged government shutdowns, wars and other forms of conflict, terrorist acts, and security operations), work stoppages, labor shortages and labor disputes, supply chain disruptions and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health pandemics. ~~The~~Changes ~~United~~in ~~States~~trade ~~has~~policies, ~~recently~~including ~~enacted~~the ~~and~~imposition ~~proposed~~of ~~to enact significant~~ new tariffs. ~~Additionally,~~or ~~the~~increases ~~new~~in ~~Presidential~~existing ~~administration~~tariffs ~~has~~between ~~directed~~the ~~various~~United ~~federal~~States, ~~agencies~~Mexico, toCanada, ~~further~~China ~~evaluate~~or ~~key~~other ~~aspects~~countries, ofor ~~U.S.~~reactionary ~~trade~~measures ~~policy~~in ~~and~~response ~~there~~thereto ~~has~~including ~~been~~retaliatory ~~ongoing~~tariffs, ~~discussion~~legal ~~and~~challenges, ~~commentary~~or ~~regarding~~currency ~~potential~~manipulation, ~~significant~~could ~~changes~~adversely toaffect ~~U.S.~~the ~~trade~~market ~~policies,~~conditions ~~treaties~~in ~~and~~which ~~tariffs~~we operate. These factors are outside of our control and may affect the level and volatility of credit and securities prices and the liquidity and value of fund investments, and we and our products may not be able to or may choose not to manage our exposure to these conditions. Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies, such as the ongoing wars and conflicts between Russia and Ukraine, as well as political and social unrest in the Middle East and North Africa region. Concerns over economic recession, future increases in inflation, interest rate volatility, fluctuations in oil and gas prices resulting from global production and demand levels and geopolitical tension, have exacerbated market volatility. ~~Additionally,~~Market volatility has been further exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns ~~may~~both ~~not~~in ~~abate,~~the ~~may~~United ~~worsen~~States and ~~could~~across ~~spread~~various international regions. ~~Our~~Due ~~business~~to ~~and~~interrelationships within the global financial ~~performance~~markets, ~~could~~our business may be adversely affected by ~~political,~~such ~~economic~~issues ~~or related developments~~ both within and outside of ~~regions experiencing ongoing conflicts because of interrelationships within~~ the ~~global~~directly ~~financial~~affected ~~markets~~regions.

During periods of difficult market conditions or slowdowns, which may be across one or more industries, sectors or geographies, our products’ portfolio companies may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. During such periods, those companies may also have difficulty in pursuing growth strategies, expanding their businesses and operations (including raising additional capital for those that are Partner Managers) and be unable to meet their debt service obligations or other expenses as they become due, including obligations and expenses payable to our products. Negative financial results in our products’ portfolio companies may reduce the net asset value of our products, result in the impairment of assets and reduce the investment returns for our products, which could have a material adverse effect on our operating results and cash flow or ability to raise additional capital through new or successor products. In addition, such conditions would increase the risk of default with respect to credit-oriented or debt investments by our products or their portfolio companies, which could require our products, or their portfolio companies, to write down investments or foreclose upon the associated assets. Our products may be adversely affected by reduced opportunities to exit and realize value from their investments, by lower than expected returns on investments made prior to the deterioration of the credit markets and by our inability to find suitable investments for our products to effectively deploy capital, which could adversely affect our ability to raise new products and thus adversely impact our prospects for future growth.

~~Fluctuations~~Future ~~in interest rates and future~~ increases in inflation may adversely affect the business, results of operations and financial condition of our products and their portfolio companies.

Certain of our products and their portfolio companies operate in industries that have been impacted by inflation. ~~Recent~~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. Such conditions would increase the risk of default on their obligations as a borrower. In addition, any projected future decreases in the operating results of our products’ portfolio companies due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our products’ investments could result in future realized or unrealized losses.

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Fluctuations in interest rates could have a material adverse effect on our business and that of our products’ portfolio companies.

Fluctuations in interest rates could have a dampening effect on overall economic activity, the financial condition of our customers and the financial condition of the end customers who ultimately create demand for the capital we supply, all of which could negatively affect demand for our products’ capital. In addition, lower interest rates may increase prepayment risk for our clients’ investments in assets with higher interest rates. The Federal Reserve decreased the federal funds rate ~~twice~~three times in ~~2024~~2025. Although the Federal Reserve has signaled the potential for additional federal funds rate cuts, there remains uncertainty around the rate and timing of decreases~~, including as a result of the transition to the new U~~.S ~~presidential administration.~~ Uncertainty surrounding future Federal Reserve actions may have a material effect on our business making it particularly difficult for us to obtain financing at attractive rates, impacting our ability to execute on our growth strategies or future acquisitions.

~~Our~~In ~~cash~~addition, because our products borrow money and ~~cash~~may ~~equivalents~~issue ~~could~~debt besecurities ~~adversely~~to ~~affected~~make ifinvestments, ~~the~~our ~~financial~~products’ ~~institutions~~net investment income will depend, in part, upon the difference between the rate at which wethey ~~hold~~borrow ~~our~~funds ~~cash~~or pay interest on such debt securities and ~~cash~~the ~~equivalents~~rate ~~fail~~at which they invest those funds. In periods of declining interest rates, our products may earn less interest income from investments during such lower rate environment.

We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation insurance limits. If a depository institution fails to return these deposits or is otherwise subject to adverse conditions in the financial or credit markets, our access to invested cash or cash equivalents could be limited which adversely impact our results of operations or financial condition.

Risks Related to 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.

~~BDCs~~Regulated Products

The investment advisory and management agreements we have with each of our ~~BDCs~~Regulated Products categorize the fees we receive as: (a) base management fees, which are paid quarterly and generally increase or decrease based on the average fair value of our ~~BDC~~Regulated Products’s gross assets (excluding, in certain cases, cash and cash equivalents) or average fair value of gross assets (excluding cash) plus undrawn commitments, (b) Part I Fees and (c) in the case of our BDCs, Part II Fees. We classify the Part I Fees as management fees because they are predictable and recurring in nature, not subject to contingent repayment and generally cash-settled each quarter. If any of our ~~BDCs~~Regulated Products’ gross assets or net investment income (before Part I Fees and Part II Fees) were to decline significantly for any reason, including, without limitation, due to fair value accounting requirements, the poor performance of its investments, an increase in the number of investors participating in tender offers, or the inability or increased cost to obtain or maintain borrowings for each of our ~~BDCs~~Regulated Products, the amount of the fees we receive from our ~~BDCs~~Regulated Products, including the base management fee and the Part I Fees, would also decline significantly, which could have an adverse effect on our revenues and results of operations. Our investment advisory and management agreements typically provide that the rates at which we earn advisory fees from certain of our BDCs increase after such BDCs are publicly listed (where before the listing the advisory fees typically are a reduced base management fee with a reduced or no Part I or II Fees). If these BDCs do not become publicly listed on anticipated timeframes or at all for any reason, including the NAV performance of our BDCs, Blue Owl will not benefit from this increase, and those BDCs may need to return their capital to investors, further reducing our management fees. We may also, from time to time, (a) waive or voluntarily defer any fees payable to us by our ~~BDCs~~Regulated Products or any ~~BDCs~~Regulated Products that we may manage after the date hereof and (b) restructure any existing fee waivers in place with our ~~BDCs~~Regulated Products so that such of our ~~BDCs~~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 ~~BDC~~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. In addition to those arrangements, we have entered into and in the future may enter into expense supporting arrangements with certain of our BDCs under which we pay or reimburse certain expenses of our BDCs in order to support their target dividend payments, and we have entered into and in the future may enter into contractual expense limitation agreements with OWLCX in which we waive fees we would otherwise be paid and/or assume expenses of OWLCX so that certain specified expenses do not exceed a set threshold. Furthermore, we have reimbursed, and may in the future pay for or reimburse, certain expenses of our BDCs relating to one-time transaction costs.

Our investment advisory and management agreements with our BDCs renew for successive annual periods, and will also renew on an annual basis for OWLCX following an initial two-year term, subject to the approval of the applicable ~~BDC~~Regulated Product’s board of directors or board of trustees, as applicable, including a separate vote of a majority of such ~~BDC~~Regulated Product’s independent directors or independent trustees, as applicable, or by the affirmative vote of the holders of a majority of such ~~BDC~~Regulated Product’s outstanding voting securities. In addition, as required by the Investment Company Act, the investment advisory and management agreements with our ~~BDCs~~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~~Regulated Product Credit products, as well as GPcertain ~~Strategic~~Real ~~Capital~~Assets products and ~~certain~~GP ~~Real~~Strategic ~~Assets~~Capital 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~~

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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. Non-~~BDC~~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. 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. Further, any realization of assets will be within the control of certain of our employees who separately own an interest in a portion of the carried interest and who therefore may have an incentive to effect a realization earlier than one otherwise would expect without such carried interest ownership. With respect to our Real Assets products, our Permanent Capital vehicles have a management fee that is typically based on a percentage of net asset value, and our closed-end vehicles generally have a management fee that is initially a set percentage of capital committed by investors plus a set percentage of the fund’s invested capital with respect to unrealized investments, and then, following a step down event (generally the end of the investment period or commencement of a successor fund), is adjusted to the same or in some cases a lower percentage of the fund’s invested capital with respect to unrealized investments. Following a management fee step down event, the management fee we receive will be reduced when a fund realizes investments or in certain cases when there are permanent changes to the cost basis of unrealized investments.

As our private funds generally have end dates for paying management fees, our revenues will decline in respect of such funds if we are unable to successfully raise successor funds to replace the management fee payments that terminate on the older funds or such successor funds do not generate fees at the same rate due to their size and/or fee structure. Further, to the extent we are unable to meet anticipated fundraising targets or if there are significant redemptions, our ability to collect management fees will be impaired. Additionally, given that such management fees are often based on gross asset value, acquisition costs or invested capital, either throughout the fund term or the portion of the term following the investment period, the management fee received in respect of such fund will be reduced when a fund realizes investments or if the value of an investment is impaired, as and to the extent specified in the fund’s governing documents. During the investment period of many funds, the fund expects to actively recycle capital into new investments, which would have the impact of replacing investments that have been realized during the investment period, but there are many factors that may limit our ability to effectively recycle capital and realize the full fee potential of any particular fund, including availability of new investments suitable to a particular fund’s strategy.

Further, our right to receive management fees can be impaired by certain actions of investors in a private fund. Our private funds generally provide investors with the right to terminate such fund on both a for-cause basis and a no-fault basis, and may also provide for the right to remove us as manager of a fund for cause or on a no-fault basis and/or the right to create an early step down event with respect to a fund on a for cause basis. If investors in a private fund exercised their right to vote for an early termination, we would typically continue to receive management ~~fee~~fees through the liquidation of such fund. However, ~~but~~as a result of such vote, we could face pressure to liquidate investments earlier than we otherwise believe is appropriate to maximize the value of such investment. Certain funds also provide investors with the right to remove the general partner of such fund for cause or on a no-fault basis. Upon the removal of the general partner of a fund becoming effective, the investment advisory and management agreement in respect of such fund will cease to exist and our rights to payment of management fees will terminate. In some cases, investors may also have the right to redeem after certain periods of time or following regulatory or key person concerns, which would also reduce the base on which fees are charged. In other cases, after an initial lock up period, investors may issue redemption notices with respect to their interests; as such interests are redeemed, the fees will decrease unless we are able to find new investors to replace those redeeming.

Notwithstanding the formulas for calculating management fees provided in the governing documents for our products, Blue Owl has provided (and expects to provide in the future) discounts or fee holidays to investors on such fees based on the size of their commitments to the fund (or Blue Owl products generally), the timing of their commitments to the fund or other factors that Blue Owl deems relevant. Certain investors are effectively given management fee discounts through specified interests and discounts with respect to carried interest or performance income through the grant of participation rights, fee rebates or revenue shares. Although such discounts will typically be awarded in circumstances where Blue Owl management believes there will ultimately be long-term benefits to Blue Owl, there can be no assurance that the ultimate benefit attained will be commensurate with the discount awarded, or as to how long it may take to recoup such value. Additionally, Blue Owl may not be able to maintain its current fee structure as a result of increased transparency required by SEC rules or industry pressure from product investors to reduce fees. More recently, institutional investors have been increasing pressure to reduce management and incentive fees charged by external managers, whether through direct fee discounts as described in this paragraph, deferrals, rebates or by other means. 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.

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rebates or by other means. 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, capital markets, structuring analysis, capital structure and business plan advice and other services. Certain types of transaction-related fees are required to be distributed to Blue Owl products and other products under the terms of our Co-investment Exemptive Order, as discussed below in “—Conflicts of Interest—Conflicts of interest may arise in our allocation of capital and co-investment opportunities,” or are required to be distributed to investors in our products or offset against management fees that would otherwise be payable pursuant to the terms of the governing agreements of the relevant vehicles, while other types of related fees may be retained by us with no offset against management fees and contribute to our revenues and, ultimately, to our net income. We may decide not to seek those fees for any reason, including market conditions and expectations. Our ability to receive and retain those fees, and to continue to receive and retain those fees in the future, is dependent on the terms we negotiate with investors in our products, our ability to successfully negotiate for those fees with underlying portfolio companies, the permissibility of receiving and retaining those fees under the relevant legal and regulatory frameworks, and our business determination to negotiate for those fees. As a result, any change to the willingness of portfolio companies to bear those fees, the terms of our products that permit us to receive and retain those fees, the legal and regulatory framework in which we operate or our willingness to negotiate for those fees with portfolio companies of our products, could result in a decrease to our revenues and net income, and ultimately decrease the value of our common stock and our dividends to our stockholders. In addition, the fees generated are typically dependent on transaction frequency and volume, and a slowdown in the pace or size of investments by our products could adversely affect the amount of fees generated.

Our growth depends in large part on our ability to raise new and successor products. If we were unable to raise such products, the growth of our FPAUM and management fees, and ability to deploy capital into investments, would slow or decrease.

A significant portion of our revenue from our products in any given period is dependent on the size of our FPAUM in such period and fee rates charged on the FPAUM. We may not be successful in procuring investment returns and prioritizing services that will allow us to maintain our current fee structure, to maintain or grow our FPAUM, or to generate performance income. A decline in the size or pace of growth of FPAUM or applicable fee rates will reduce our revenues. A decline in the size or pace of growth of FPAUM or applicable fee rates may result from a range of factors, including:

•Volatile economic and market conditions, which could cause product investors to delay making new commitments to alternative investment funds or limit the ability of our existing products to deploy capital;

•Intense competition among alternative asset managers may make fundraising and the deployment of capital more difficult, thereby limiting our ability to grow or maintain our FPAUM. 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 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.

The investment management business is intensely competitive.

The investment management business is intensely competitive, with competition based on a variety of factors, including investment performance, business relationships, quality of service provided to clients, product investor liquidity, fund terms (including fees and economic sharing arrangements), brand recognition and business reputation. Maintaining our reputation is critical to attracting and retaining product investors and for maintaining our relationships with our regulators, sponsors, Partner Managers, potential co-investors and joint venture partners, as applicable. ~~Negative~~See ~~publicity~~also ~~regarding~~“—Risks ~~our~~Related ~~company, our personnel or our Partner Managers could give rise~~ to ~~reputational~~Macroeconomic ~~risk~~Factors—Difficult ~~that~~market ~~could~~and ~~significantly~~geopolitical ~~harm~~conditions ~~our~~may ~~existing~~reduce ~~business~~the ~~and~~value ~~business~~or ~~prospects.~~hamper Wethe ~~are~~performance ~~also~~of ~~currently~~the ~~subject~~investments tomade ~~and~~by ~~may~~our beproducts ~~subject~~or inimpair the ~~future~~ability toof ~~litigation between ourselves and~~ our ~~Partner~~products ~~Managers,~~to ~~which~~raise ~~may~~or ~~harm~~deploy ~~our reputation~~capital.”

~~Similarly,~~Our ~~events~~products ~~could~~compete ~~occur~~with ~~that~~a ~~damage~~number ~~the reputation~~ of ~~our~~specialized ~~industry generally~~funds, ~~such~~corporate asbuyers, ~~the~~traditional ~~insolvency~~asset ormanagers, ~~bankruptcy~~real ofestate ~~large funds or a significant number of funds~~companies, orinsurance ~~their portfolio~~ companies, orcommercial ~~highly~~banks, ~~publicized~~investment ~~incidents~~banks, ~~of fraud or~~ other ~~scandals,~~investment ~~any~~managers ~~one~~and ofother ~~which~~financial ~~could have a material adverse effect on our business~~institutions, ~~regardless~~including ofcertain ~~whether any~~ of ~~those events directly relate to~~ our ~~products~~stockholders, oras ~~the~~well ~~investments~~as ~~made~~domestic byand ~~our~~international ~~products.~~pension ~~See~~funds ~~also~~and “—sovereign ~~Risks~~wealth ~~Related~~funds, ~~to Macroeconomic Factors — Difficult market~~ and ~~geopolitical~~we ~~conditions~~expect ~~may~~that ~~reduce~~competition ~~the~~will ~~value~~continue ~~or hamper the performance of the investments made by our products or impair the ability of our products~~ to ~~raise or deploy capital~~increase.”

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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.

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 ~~clients~~investors ~~of ours~~ 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 ~~artificial~~AI ~~intelligence~~technologies.

Certain of our strategic relationship investors (including early-stage investors in new products) may be granted the right to participate in the net profits or gross revenues or receive rebates.

Certain investors in our products have been granted, and may in the future receive various forms of, participation rights with respect to certain products or strategies, including, but not limited to, the right to the net profits or gross revenues of certain products. To the extent gross revenue participations or similar arrangements are offered, they will reduce the revenue earned by us, but we will continue to bear all applicable expenses, even if the product is not generating positive cash flow. We may also offer our employees the opportunity to participate in certain types of these arrangements in certain circumstances as a way of compensating or incentivizing employees. There is generally no limitation on the size or the duration of future economic sharing arrangements.

In addition, in the ordinary course we may offer fee discounts to investors in existing and future products and we expect to continue to waive fees for many or all of our co-investments. We currently expect, at least in certain instances, to continue to offer these economic sharing arrangements to our strategic relationship investors (which may include certain of our stockholders) in the future, which may reduce the revenues ultimately earned by us in respect of these products.

Our failure to comply with investment guidelines set by our clients and/or investors could negatively impact our client and investor relationships, which could adversely affect our business, financial condition and results of operations.

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~~Our~~comply ~~failure~~with tothese ~~comply~~guidelines, ~~with~~restrictions and other limitations could result in clients terminating their investment ~~guidelines~~management ~~set~~agreement bywith us or investors seeking to withdraw from our ~~clients~~products, ~~and/~~as well as regulatory scrutiny. Clients or investors could also sue us for breach of contract and seek to recover damages from us, which could negatively impact our ~~client~~reputation. In addition, such guidelines may restrict our ability to pursue certain investments and strategies on behalf of our clients or limit an investor’s ~~relationships~~exposure to such investments and strategies that we believe are economically desirable, which could similarly result in losses to a client account or investor capital account or termination or potential withdrawal of the account or investor and a corresponding reduction in AUM. Even if we comply with all applicable investment guidelines, restrictions and limitations, a client or investor may be dissatisfied with its investment performance or our services or fees, and may terminate their customized separate accounts or advisory accounts, seek to withdraw from our funds or be unwilling to commit new capital to our specialized funds, customized separate accounts or advisory accounts. Any of these events could cause our earnings to decline and materially and adversely affect our business, financial condition and results of operations.

When clients retain us to manage assets on their behalf, they specify certain guidelines regarding investment allocation and strategy that we are required to observe in the management of their portfolios. Similarly, investors in our products often require certain investment restrictions or limitations be included in their side letters or related governing documents that we are contractually obligated to observe in the management of such investors’ interests in the applicable products. Our failure to comply with these guidelines, restrictions and other limitations could result in clients terminating their investment management agreement with us or investors seeking to withdraw from our products, as well as regulatory scrutiny. Clients or investors could also sue us for breach of contract and seek to recover damages from us, which could negatively impact our reputation. In addition, such guidelines may restrict our ability to pursue certain investments and strategies on behalf of our clients or limit an investor’s exposure to such investments and strategies that we believe are economically desirable, which could similarly result in losses to a client account or investor capital account or termination or potential withdrawal of the account or investor and a corresponding reduction in AUM. Even if we comply with all applicable investment guidelines, restrictions and limitations, a client or investor may be dissatisfied with its investment performance or our services or fees, and may terminate their customized separate accounts or advisory accounts, seek to withdraw from our funds or be unwilling to commit new capital to our specialized funds, customized separate accounts or advisory accounts. Any of these events could cause our earnings to decline and materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Products

The historical returns attributable to our products should not be considered as indicative of the future results of our products or of our future results or of any returns expected on an investment in our Class A Shares.

We have presented returns relating to the historical performance of the products we manage and certain targets of our future performance, including by reference to the internal rate of return (“IRR”) of certain products’ performance using a gross IRR and a net IRR calculation. The historical performance of our products is relevant to us primarily insofar as it is indicative of our reputation and ability to raise new products. The historical and potential returns of the products we advise are not, however, directly linked to returns on shares of our Class A Shares. Therefore, holders of our Class A Shares should not conclude that positive performance of the products we advise will necessarily result in positive returns on a return on investment in our Class A Shares. However, poor performance of our products we advise would likely cause a decline in our revenues and would therefore likely have a negative effect on our operating results, returns on our Class A Shares and a negative impact on our ability to raise new products. Also, there is no assurance that projections in respect of our products or unrealized valuations will be realized.

Moreover, the historical returns of our products should not be considered indicative of the future returns of these or from any future products we may raise. Target performance metrics relating to future returns, such as IRR, for any current or future product may vary considerably from the historical performance generated by any particular product, or for our products as a whole. Future returns will also be affected by the risks described elsewhere in ~~part~~this ~~because:~~report, including risks of the industries and businesses in which a particular product invests.

~~•market~~Valuation ~~conditions~~methodologies ~~during~~for ~~previous~~certain ~~periods~~assets ~~may~~of ~~have~~our ~~been~~products ~~significantly~~can ~~more~~be ~~favorable~~subject ~~for~~to ~~generating~~subjectivity, ~~positive~~and ~~performance~~our ~~than~~valuation ~~the~~of ~~market~~an ~~conditions~~asset we may ~~experience~~differ inmaterially from the ~~future;~~value ultimately realized.

•Many of the investments in our products are illiquid and thus have no readily ascertainable market prices. We value these investments based on our estimate, or an independent third party’s ~~rates~~estimate, of ~~returns~~their fair value as of the date of determination, which ~~are~~often ~~calculated~~involves significant subjectivity. There is no single standard for determining fair value and in many cases fair value is best expressed as a range of fair values from which a single estimate may be derived. Our products generally value their investments quarterly at fair value, based on, among other things, the ~~basis~~input of ~~net~~third ~~asset~~party valuation firms and taking into account the nature and realizable value of any collateral, the ~~products~~portfolio company’s ~~investments,~~ability ~~reflect~~to ~~unrealized~~make ~~gains~~payments and its earnings, the markets in which the portfolio company operates, comparison to publicly traded companies, discounted cash flow, current market interest rates and other relevant factors. Because such valuations, and particularly valuations of private securities, private companies and privately owned real estate, are inherently uncertain, the valuations may ~~never~~fluctuate significantly over short periods of time due to changes in current market conditions. A fund’s net asset value could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that are ultimately realized; upon the disposal of such investments. These valuations could, in turn, affect the management fees or performance income that we receive.

~~•our~~The ~~products’~~use ~~returns~~of ~~have~~leverage ~~previously~~by ~~benefited~~our ~~from~~products ~~investment opportunities and general market conditions that~~ may ~~not~~materially ~~recur,~~increase ~~including~~ the ~~availability~~returns of ~~debt~~such ~~capital~~products onbut ~~attractive terms and the availability of distressed debt opportunities, and we~~ may ~~not~~also beresult ~~able~~in tosignificant ~~achieve~~losses ~~the same returns~~ or ~~profitable~~a ~~investment~~total ~~opportunities~~loss orof ~~deploy~~ capital ~~as quickly;~~.

~~•the~~Our ~~historical~~products, ~~returns~~particularly ~~that~~our weCredit ~~present~~and inReal ~~this~~Assets ~~report~~products, ~~derive~~use ~~largely~~leverage ~~from~~as ~~the~~part ~~performance~~ of ~~our~~their ~~earlier~~respective investment programs and certain products, ~~whereas~~regularly ~~future~~borrow ~~product~~a ~~returns~~substantial ~~will~~amount ~~depend~~of ~~increasingly~~their oncapital. The use of leverage poses a significant degree of risk and enhances the ~~performance~~possibility of ~~our~~a ~~newer~~significant ~~products~~loss in the value of the investment portfolio. A fund may borrow money from time to time to purchase or ~~products~~carry ~~not~~securities ~~yet~~or ~~formed,~~debt ~~which~~obligations or may enter into derivative transactions (such as total return swaps) with counterparties that have ~~little~~embedded orleverage. noThe ~~realized~~use ~~investment~~of ~~track~~leverage ~~record;~~by our products increases the volatility of investments by

•our products’ historical investments were made over a long period of time and over the course of various market and macroeconomic cycles, and the circumstances under which our current or future products may make future investments may differ significantly from those conditions prevailing in the past;

•the attractive returns of certain of our products have been driven by the rapid return on invested capital, which has not occurred with respect to all of our products;

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~~•in~~magnifying ~~recent~~the ~~years~~potential for gain or loss on invested equity capital. If the value of a fund’s assets were to decrease, ~~there~~leverage ~~has~~would ~~been~~cause ~~increased~~net ~~competition~~asset ~~for~~value ~~investment~~to ~~opportunities~~decline ~~resulting~~more ~~from~~sharply than it otherwise would if the ~~increased~~fund ~~amount~~had ofnot ~~capital~~employed ~~invested~~leverage. Similarly, any decrease in ~~alternative~~the ~~funds~~fund’s ~~and~~income ~~high~~would ~~liquidity~~cause innet ~~debt~~income ~~markets,~~to decline more sharply than it would have if it had not borrowed and employed leverage. Such a decline could negatively affect the ~~increased~~fund’s ~~competition~~ability ~~for~~to ~~investments~~service ~~may~~its ~~reduce~~debt, which could have a material adverse effect on our ~~returns~~products, inand ~~the~~as ~~future;~~a result, on our financial condition, results of operations and cash flow.

•our newly established products may generate lower returns during the period that they take to deploy their capital.

The future return for any current or future product may vary considerably from the historical return generated by any particular product, or for our products as a whole. Future returns will also be affected by the risks described elsewhere in this report, including risks of the industries and businesses in which a particular product invests.

Valuation methodologies for certain assets of our products can be open to subjectivity.

Many of the investments in our products are illiquid and thus have no readily ascertainable market prices. We value these investments based on our estimate, or an independent third party’s estimate, of their value as of the date of determination. The determination of fair value, and thus the amount of unrealized appreciation or depreciation our products may recognize in any reporting period, is to a degree subjective. Our products generally value their investments quarterly at fair value, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company operates, comparison to publicly traded companies, discounted cash flow, current market interest rates and other relevant factors. Because such valuations, and particularly valuations of private securities, private companies and privately owned real estate, are inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current market conditions. A fund’s net asset value could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that are ultimately realized upon the disposal of such investments. These valuations could, in turn, affect the management fees or performance income that we receive.

The use of leverage by our products may materially increase the returns of such products but may also result in significant losses or a total loss of capital.

Our products, particularly our Credit and Real Assets products, use leverage as part of their respective investment programs and certain products regularly borrow a substantial amount of their capital. The use of leverage poses a significant degree of risk and enhances the possibility of a significant loss in the value of the investment portfolio. A fund may borrow money from time to time to purchase or carry securities or may enter into derivative transactions with counterparties that have embedded leverage. 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. Similarly, any decrease in the fund’s income would cause net income to decline more sharply than it would have if it had not borrowed and employed leverage. Such a decline could negatively affect the fund’s ability to service its debt, which could have a material adverse effect on our products, and as a result, on our financial condition, results of operations and cash flow.

Our private funds often rely on obtaining credit facilities secured principally by the undrawn capital commitments of their investors. These credit lines are an important part of managing the cash flow of the funds, including facilitating a fund’s acquisition or funding of investments, enhancing the regularity of cash distributions to investors and facilitating the payment of management fees to us. The inability to secure or maintain these lines of credit would have an adverse impact on our products and their returns and on us, including increasing administrative costs associated with managing a fund.

We ~~are~~have ~~vulnerable~~increasingly undertaken business initiatives to anincrease ~~increased~~the number and type of ~~investors~~products ~~seeking~~offered to ~~participate~~individual ininvestors, ~~share~~which ~~redemption~~could ~~programs~~expose orus ~~tender~~to ~~offers~~new ofand ~~our~~greater ~~non-traded~~levels ~~products~~of risk.

InWe ~~recent periods we~~ have ~~launched~~increasingly aundertaken ~~number~~business ofinitiatives ~~non-traded~~to ~~products,~~increase ~~including~~the ~~BDCs~~number and ~~REITs.~~type ~~Non-traded~~of products ~~often~~offered ~~conduct share redemption programs or tender offers~~ to ~~provide liquidity to~~ investors ~~in such vehicles. While such share redemption programs and tender offers may contain restrictions that limit the amount of shares that may be redeemed or purchased in particular periods~~, anespecially ~~increase~~individual ininvestors ~~the~~(including ~~number of~~ investors ~~requesting~~often ~~redemptions~~described oras ~~participating~~high innet ~~tender~~worth ~~offers~~individuals, orfamily anoffices ~~increase~~and inmass ~~the~~affluent ~~amount of shares redeemed or purchased through such redemption programs or tender offers~~individuals), ~~of our non-traded products could lead to a decline~~ in the ~~management fees and incentive fees we receive. Economic events affecting the~~ U.S. ~~economy,~~and ~~such~~other asjurisdictions ~~volatility~~around in the ~~financial~~world. ~~markets,~~Our ~~inflation,~~investment ~~fluctuations~~adviser insubsidiaries ~~interest~~or ~~rates~~affiliates orcurrently ~~global~~manage or ~~national~~advise ~~events~~a ~~that are beyond our control, could cause investors to request redemption of an increased~~ number of ~~shares~~such ~~pursuant to the share redemption programs of our non-traded products~~vehicles, ~~potentially~~and ~~in excess of established limits. Such prolonged economic disruptions have caused~~ a number of ~~similar~~other ~~products~~vehicles toare ~~deny~~expected ~~redemption~~to ~~requests~~be orlaunched toat ~~suspend~~various ortimes ~~partially~~in ~~suspend~~the ~~their~~future. ~~share~~

Accessing individual investors and selling products directed at such investors exposes us to new and greater levels of risk, including heightened litigation and regulatory enforcement risks, an increased compliance burden, and more complex administration and accounting operations. In addition, regulatory requirements imposing limitations on the ability of affiliates of certain of our vehicles to engage in certain transactions may limit our funds’ ability to engage in otherwise attractive investment opportunities.

We continue to distribute products through new channels and markets, including through unaffiliated third-party firms, and we may not be able to effectively monitor or control the manner of distribution, which could result in litigation or regulatory action against us. In addition, there is an increased compliance burden associated with onboarding new distributors or pursuing new distribution channels. Although we engage in due diligence and onboarding procedures that seek to uncover issues relating to the third parties through which individual investors access our products, we do not control and may have limited information regarding many of these third-party channels and, therefore, we are exposed to the risks of reputational damage, regulatory scrutiny and legal liability to the extent such third parties improperly sell our products to investors.

As we expand the distribution of products to individual investors outside of the U.S., we are increasingly exposed to risks in non-U.S. jurisdictions. While many of the risks we face in non-U.S. jurisdictions are similar to those that we face in the distribution of products to individual investors in the U.S., non-U.S. securities laws and other applicable regulatory regimes can be extensive, complex and vary by jurisdiction. In addition, the distribution of products to individual investors outside of the U.S. may involve complex structures and market practices that vary by local jurisdiction. As a result, this expansion subjects us to additional complexity, litigation and regulatory risk. See also “—Risks Related to Our Operations—We may continue to enter into new product lines and expand into new investment strategies, geographic markets, businesses and investor profiles, each of which may result in upfront costs and additional risks and uncertainties in our business.”

We are vulnerable to an increased number of investors seeking to participate in share repurchase programs or tender offers of our non-traded products.

In recent periods we have launched a number of non-traded products, including BDCs, REITs and interval funds. Non-traded products often conduct share repurchase programs or tender offers to provide liquidity to investors in such vehicles. While such share repurchase programs and tender offers may contain restrictions that limit the amount of shares that may be repurchased in particular periods, an increase in the number of investors requesting repurchases or participating in tender offers, or an increase in the amount of shares repurchased through such repurchase programs or tender offers, of our non-traded products could lead to a decline in the management fees and incentive fees we receive. 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. Such prolonged economic disruptions have caused a number of similar products to deny repurchase requests or to suspend or partially suspend their share repurchase programs and tender offers and such suspension may have a negative reputational impact on the manager or on its ability to continue fundraising.

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~~redemption~~Investors ~~programs and tender offers and such suspension~~ may ~~have~~also aseek ~~negative reputational impact on the manager or on its ability~~ to ~~continue~~have ~~fundraising.~~their ~~Our~~interests ~~non-traded~~repurchased ~~products may redeem or purchase fewer shares than investors request~~ due to achanges ~~lack~~in ofinterest ~~readily~~rates ~~available~~that ~~funds~~make ~~due~~other toinvestments amore ~~number of factors~~attractive, ~~including~~rebalancing ~~adverse market conditions beyond our control or the need to maintain liquidity for operations. Certain~~ of ~~our~~their ~~non-traded~~asset ~~products~~allocations, ~~may~~changes ~~amend~~in orinvestor ~~suspend~~perception ~~share repurchase programs during periods~~ of ~~market~~us ~~dislocation.~~and ~~This~~our ~~may~~investments ~~further~~as ~~limit~~well ~~the~~as ~~amount~~our ofreputation, ~~cash~~dissatisfaction ~~available~~with toa ~~immediately~~product’s ~~satisfy~~performance ~~redemption~~or ~~requests.~~investment ~~Any~~strategy, ~~redemptions~~departures or ~~purchases~~changes ofin ~~less~~responsibilities ~~than~~of ~~amounts~~key ~~requested~~investment ~~could~~professionals, ~~undermine investor confidence in our non-traded products~~ and ~~harm~~liquidity ~~our reputation~~needs.

~~The~~Our non-traded products ~~and~~may ~~investment~~repurchase ~~strategies~~fewer weshares ~~currently~~than ~~pursue~~investors ~~may~~request ~~expose~~due usto a lack of readily available funds due to ~~specific~~a ~~market~~number of factors, ~~tax~~including adverse market conditions beyond our control or the need to maintain liquidity for operations. Certain of our non-traded products may amend or suspend share repurchase programs during periods of market dislocation, ~~regulatory~~which may further limit the volume of repurchase requests satisfied. Any repurchases of less than amounts requested could undermine investor confidence in our non-traded products and ~~other~~harm ~~risks~~our reputation.

WeThe ~~currently~~inclusion ~~pursue,~~of ~~through~~repurchase ~~our~~features ~~products,~~in ~~multiple~~ investment ~~strategies.~~vehicles ~~While~~creates weheightened ~~believe~~risk ~~that~~of ~~there~~operational ~~may be certain synergies amongst the various strategies~~error, ~~there~~including ~~can~~with berespect noto ~~assurance that~~ the ~~benefits~~calculation ~~will~~of ~~manifest~~net ~~or that there will not be unanticipated consequences resulting therefrom. Although we are seeking additional investment strategies, relative to more diversified~~ asset ~~managers~~values, ~~our~~which ~~products’~~could ~~limited~~expose ~~and specialized focus also leaves~~ us ~~more exposed~~ to ~~risks~~increased ~~affecting~~risk ~~the~~of ~~sectors in which our products invest. As our investment management program is not broadly diversified~~litigation, ~~we may be uniquely exposed to market, tax,~~ regulatory action and ~~other~~reputational ~~risks affecting the sectors in which we invest~~damage. ~~There can be no assurance that we will be able to take actions necessary to mitigate the effect of such risks or otherwise diversify our investment program to minimize such exposure.~~

Our GP Strategic Capital products may suffer losses if our Partner Managers are unable to raise new products or grow their AUM.

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. In the event that a Partner Manager is unable to grow their assets under management or such Partner Manager’s investment returns fail to meet expectations, the returns attributable to such investment may be reduced or our products may suffer a loss on such investment. A Partner Manager’s failure to grow assets under management may result from a range of factors common to asset managers, including factors to which we are subject ourselves, or specific factors attributable to its business including the departure of key persons, the inability of such Partner Manager to diversify into new investment strategies, investment performance and regulatory enforcement actions.

Our alternative credit products may expose us to incremental risks and complexities.

We engage in various forms of alternative credit structured finance arrangements that are collateralized by various asset classes. Asset-based financing investments are generally structured as loans or securities that represent the purchase or participation in, or are collateralized by and payable from, a stream of payments generated by pools of financial, physical or other assets. Specifically, our alternative credit portfolio targets investments in markets that are underserved by traditional lenders, including, without limitation, secured and unsecured consumer credit receivables, less established companies (including startups and emerging growth companies), consumer leases, residential and commercial real estate, hard assets (such as equipment leases), aviation assets, shipping assets, transportation and storage assets and financial assets such as factoring receivables, litigation claims, financial claims, trade claims and other receivables. These forms of alternative credit generally expose a lender to a greater degree of business and credit risks than traditional lending, as repayment of the loans often depends upon the performance of credit or credit-related assets, the successful operation of the businesses, greater exposure of less established companies to market volatility and potential for fraud and the income stream of the borrower. Additionally, investments in such markets expose our business to additional regulations promulgated by state and federal regulators, including the Consumer Financial Protection Bureau (“CFPB”), which may impact our business in new and unexpected ways. The CFPB has broad powers to administer, investigate compliance with and, in some cases, enforce U.S. federal financial consumer protection laws. The CFPB has broad rule-making authority for a wide range of financial consumer protection laws that apply to investments our products make in markets, products or services that serve consumers, including laws that regulate "“unfair, deceptive or abusive"” consumer acts and practices.

The CFPB and other federal or state regulators may examine, investigate and take enforcement actions against the companies that our products invest in that offer consumer financial services and products, as well as financial institutions and other third parties upon which such companies rely to provide consumer financial services and products. State regulators also have certain authority in enforcing and promulgating financial consumer protection laws. As a result, some states have issued new and broader financial consumer protection laws and others may in the future, which are more comprehensive than existing U.S. federal regulations. In addition, state attorneys general may in some cases bring actions to enforce federal consumer protection laws. 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.

Our Real Assets products are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.

Investments in our Real Assets products are subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. These investments are subject to the potential for deterioration of real estate fundamentals and the risk of adverse changes in local market and economic conditions, which may include changes in supply of and demand for competing properties in an area, fluctuating occupancy rates and changes in demand for commercial office properties (including as a result of an increased prevalence of remote work). Additionally, our products’ properties are generally self-

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~~costs~~managed ~~for~~by the ~~companies~~tenant ~~that~~or ~~our~~managed ~~alternative~~by ~~credit~~a ~~products~~third ~~invest in~~party, ~~potentially~~which ~~delay~~makes ~~their~~us ~~ability~~dependent toupon ~~respond~~such tothird ~~marketplace~~parties ~~changes, result in requirements to alter products~~ and ~~services~~subjects ~~that~~us ~~would make them less attractive~~ to ~~consumers,~~risks ~~and~~associated ~~experience~~with ~~other~~the ~~negative~~actions ~~impacts on their business condition~~ and ~~results~~financial resources of ~~operations that in turn impact their ability to repay loans and negatively affect our products' investments in~~ such ~~companies~~third parties.

Our Real Assets products are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.

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, ~~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;

•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.

~~Following~~Our ~~completion~~products ofhave ~~the~~made, ~~IPI~~and ~~Acquisition,~~are weexpected ~~expect~~to ~~our~~continue ~~products~~to ~~will~~make, ~~have~~an ~~and~~increasing ~~increasingly~~number ~~make~~of investments in infrastructure assets such as data center and logistics hubs. The acquisition of infrastructure assets involves substantial and continual involvement by, or an ongoing commitment to, regulatory agencies, which often have considerable discretion to change or increase regulation of the operations of infrastructure assets. In many instances, the operation or acquisition of infrastructure assets may involve an ongoing commitment to or from municipal, state, federal or foreign government, regulatory agencies or governing bodies. The nature of these obligations exposes the owners of infrastructure assets to a higher level of regulatory control than is typically imposed on other businesses and may require us to acquire complex government licenses, concessions, leases or contracts, which may be difficult to obtain or maintain. Such licenses, concessions, leases or contracts may also be terminated with limited compensation and prior notice. Further, our investments in critical infrastructure sectors, such as digital infrastructure, are generally subject to heightened regulatory scrutiny at the time of investment and ongoing compliance requirements. For additional details, see “—Risks Related to Our Products—Investments in digital infrastructure may expose us and our products to risks inherent in the ownership and operation of digital infrastructure.” Increased regulatory oversight could impair or prevent operation of a facility owned by an infrastructure asset, the completion of a previously announced acquisition or sale to third parties, or could otherwise result in additional costs and material adverse consequences to an infrastructure asset and investments in such assets. In addition, revenues for such investments may rely on contractual agreements for the provision of services with a limited number of counterparties and are consequently subject to heightened counterparty default risk.

Any of these factors may cause the value of the investments in our Real Assets products to decline, which may have a material impact on our results of operations. In connection with obtaining commercial loans backed by real estate, the lender will typically require a “bad boy” guarantee, in which our investment vehicles and we may guarantee liability for environmental liabilities and bad acts including fraud, intentional misrepresentation, voluntary bankruptcy and other acts. It is expected that commercial real estate financing arrangements generally will require “bad boy” guarantees and in the event such guarantee is called, a fund or our assets could be materially and adversely affected.

Investments in digital infrastructure may expose us and our products to risks inherent in the ownership and operation of digital infrastructure.

We and our products have invested and plan to continue to invest in multiple asset classes within digital infrastructure, which subjects us to risks, including:

•Project revenues can be affected by a number of factors including economic and market conditions, political events, competition, regulation and the financial position and business strategy of customers;

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~~typically~~•Any ~~require~~failure aof ~~“bad~~physical ~~boy”~~infrastructure ~~guarantee,~~or inservices ~~which~~could ~~our~~lead ~~investment~~to ~~vehicles~~significant costs and wedisruptions ~~may~~that ~~guarantee~~could ~~liability~~harm ~~for~~our ~~environmental~~business ~~liabilities~~reputation. ~~and~~Such ~~bad~~a ~~acts~~failure ~~including~~could ~~fraud,~~result ~~intentional~~from ~~misrepresentation~~numerous factors, ~~voluntary~~including ~~bankruptcy~~mechanical ~~and~~failures, ~~other~~power ~~acts.~~outages, Ithuman iserror, ~~expected~~shortages ~~that~~of ~~commercial~~material ~~real~~and ~~estate~~skilled ~~financing~~labor ~~arrangements~~or ~~generally~~work ~~will~~stoppages, ~~require~~physical ~~“bad~~or ~~boy”~~electronic ~~guarantees~~security ~~and~~incidents, inwars, ~~the~~terrorism, ~~event~~health ~~such~~crises ~~guarantee~~or ispandemics, ~~called~~fires, aearthquakes, ~~fund’s~~hurricanes, orfloods, ~~our~~climate ~~assets~~change, ~~could~~and beother ~~materially~~natural disasters, sabotages and ~~adversely~~acts ~~affected.~~of vandalism;

•Service interruptions, equipment failures or security incidents may result in legal liability, regulatory requirements, penalties and monetary damages and damage our brand and reputation;

•Dependence on third-party suppliers for power, network connectivity and certain other services results in vulnerability to service failures of such third-party suppliers and can lead to price increases by such suppliers to the extent such costs are not borne by customers;

•The digital infrastructure industry is highly competitive and it may be difficult to develop and maintain a balanced customer base of investment-grade or creditworthy tenants, resulting in increased risk based on the credit quality of one or more customers;

•Demand for digital infrastructure assets, power or connectivity is particularly susceptible to general economic slowdowns as well as adverse developments in the internet and data communications and broader technology industries;

•Technological developments may cause certain digital infrastructure assets to become obsolete or result in decreased demand for such digital infrastructure assets;

•Digital infrastructure investments are subject to substantial and evolving government regulation related to the acquisition and operation of such investments; and

•The use and development of AI technologies is subject to evolving and complex regulatory frameworks across various jurisdictions, and it remains uncertain how AI technologies and such regulatory developments will impact new and existing digital infrastructure investments.

Our digital infrastructure focused funds may be more susceptible to any single economic, political or regulatory occurrence and more volatile than a more diversified fund. Additionally, our strategy to invest across different classes of digital infrastructure assets may not perform as well as a portfolio that is concentrated in a particular type of digital infrastructure asset. Any of these factors may cause the value of the investments in our digital infrastructure funds to decline, which may have a material impact on our business and results of operations.

Our GP Strategic Capital products may suffer losses if our Partner Managers are unable to raise new products or grow their AUM.

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. In the event that a Partner Manager is unable to grow their assets under management or such Partner Manager’s investment returns fail to meet expectations, the returns attributable to such investment may be reduced or our products may suffer a loss on such investment. A Partner Manager’s failure to grow assets under management may result from a range of factors including the departure of key persons, the inability of such Partner Manager to diversify into new investment strategies, investment performance and regulatory enforcement actions.

Our professional sports minority stakes strategy is small, but may have a disproportionate effect on our reputation.

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 ~~also~~in the future invest, in entities with exposure to other sports leagues or franchises outside of the NBA. The NBA provides certain services with respect to the Blue Owl HomeCourt Fund and receives a share of management fees and incentive allocations attributable to the fund. There is no assurance that we will be able to raise sufficient funds to continue to execute this strategy in the future. As adviser to the Blue Owl HomeCourt Fund, we may be exposed to liability to the NBA, other sports leagues or one or more NBA or other league teams in which we invest in a range of circumstances, including as a result of a violation of rules applicable to NBA or other league franchise owners by us or investors in our Blue Owl HomeCourt Fund or, in certain circumstances, by our co-owners of a team (regardless of whether such persons were acting under our direction or control). In addition, the NBA may terminate its relationship with us for a variety of reasons, including the departure of certain key persons or the occurrence of certain events constituting cause. The Blue Owl HomeCourt Fund may also evoke a high profile in the marketplace relative to its economic significance to us. Therefore, any failure in the growth or performance of the professional sports minority stakes strategy could not only result in a decrease in our FPAUM growth potential but could also have a disproportionately adverse effect on our reputation.

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Therefore, any failure in the growth or performance of the professional sports minority stakes strategy could not only result in a decrease in our FPAUM growth potential but could also have a disproportionately adverse effect on our reputation.

Our equity investments and some of our debt investments rank junior to investments made by others, exposing us to greater risk of losing our investment.

In addition, in many cases, the portfolio companies in which we or our products invest have, or are permitted to have, outstanding indebtedness or equity securities that rank senior to our or our products’ investment. By their terms, such instruments may provide that their holders are entitled to receive payments of distributions, interest or principal on or before the dates on which payments are to be made in respect of our or our investment products’ investment. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company in which an investment is made, holders of securities ranking senior to our investment would typically be entitled to receive payment in full before distributions could be made in respect of our investment. In addition, debt investments made by us or our investment products in our portfolio companies may rank junior to the senior debt investments made by third parties in our portfolio companies. After repaying senior security holders, the portfolio company may not have any remaining assets to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following insolvency, the ability of us or our products to influence a portfolio company’s affairs and to take actions to protect an investment will likely be substantially less than that of the senior creditors.

Risks Related to Our 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.

We have recently acquired assets or businesses, and may in the future engage in development opportunities, including joint ventures, or pursue acquisitions of assets or ~~business~~other businesses, that are complementary to our business. For any such acquisitions, the optimization of our combined operations may be a complex, costly and time-consuming process and if we experience difficulties in this process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on us for an undetermined period after any such acquisition. There can be no assurances that we will realize any potential operating efficiencies, synergies and other benefits anticipated in connection with such development opportunities, joint ventures or acquisitions.

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;

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•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.

Some of those factors are outside of our control, and any one of them could result in delays, increased costs, performance shortfalls, decreases in the amount of potential revenues or synergies, potential cost savings, and diversion of management’s time and energy, which could materially and potentially adversely affect our financial position, results of operations, and cash flows.

We may continue to enter into new product lines and expand into new investment strategies, geographic markets and businesses, each of which may result in upfront costs and additional risks and uncertainties in our business.35

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We may continue to enter into new product lines and expand into new investment strategies, geographic markets, businesses and investor profiles, each of which may result in upfront costs and additional risks and uncertainties in our business.

We intend, if market conditions warrant, to grow our business by increasing FPAUM in existing products and expanding into new investment strategies, geographic markets (including in both U.S. and non-U.S. markets) and products. We may pursue growth through acquisitions of other investment management companies, expansion into new markets, acquisitions of critical business partners or other strategic initiatives, in each case, which may include entering into new lines of business.

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 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 ~~business~~platforms ~~lines~~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

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•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.

Because we have not yet identified these potential new investment strategies, geographic markets or lines of business, we cannot identify all of the specific risks we may face and the potential adverse consequences on us and our investments that may result from any attempted expansion.

Rapid growth of our business may be difficult to sustain and may place significant demands on our administrative, operational and financial resources.

Our AUM has grown significantly in the past, and we ~~intend~~may to pursue further growth ~~in the near future~~, including opportunistically through acquisitions. Our rapid growth has placed, and future growth, if successful, will continue to place, significant demands on our legal, compliance, accounting and operational infrastructure and will result in increased expenses. In addition, we are, and will continue to be, required to continuously develop our systems and infrastructure in response to the increasing sophistication of the investment management market; legal, accounting, regulatory and tax developments and continually evolving cybersecurity risks.

Our future growth will depend in part on our ability to maintain an operating infrastructure and management system sufficient to address our growth and may require us to incur significant additional expenses and to commit additional senior management and operational resources. As a result, we may face significant challenges in:

•maintaining adequate financial, regulatory (legal, tax and compliance) and business controls;

•providing current and future product investors and stockholders with accurate and consistent reporting;

•implementing new or updated information and financial systems and procedures; and

•training, managing and appropriately sizing our work force and other components of our business on a timely and cost-effective basis.

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We may not be able to manage our expanding operations effectively and may not be ready to continue to grow because of operational needs, and any failure to do so could adversely affect our ability to generate revenue and control our expenses.

Our use of leverage to finance our business or that of our products may expose us to substantial risks. 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.

We may choose to finance our business operations through the issuance of senior notes, borrowing under our Revolving Credit Facility (as defined in Note 7 to our Financial Statements) or by issuing additional debt in the future. Our existing and future indebtedness exposes us to the typical risks associated with the use of leverage. The occurrence or continuation of any of these events or trends could cause us to suffer a decline in the credit ratings assigned to our debt by rating agencies, which could cause the interest rate applicable to borrowings under the Revolving Credit Facility to increase and could result in other material adverse effects on our business. We depend on financial institutions extending credit to us on terms that are reasonable to us. There is no guarantee that such institutions will continue to extend credit to us or renew any existing credit agreements we may have with them, or that we will be able to refinance outstanding facilities when they mature. In addition, the incurrence of additional debt in the future could result in potential downgrades of our existing corporate credit ratings, which could limit the availability of future financing and increase our cost of borrowing. Furthermore, our Revolving Credit Facility contains certain covenants with which we need to comply. Non-compliance with any of the covenants without cure or waiver would constitute an event of default, and an event of default resulting from a breach of certain covenants could result, at the option of the lenders, in an acceleration of the principal and interest outstanding. Additionally, for many Credit products, the gross asset value used as the base for the management fee includes investments purchased with leverage. If we are unable to obtain leverage at the expected level, or at all, this will have a negative impact on our ability to realize the full fee potential of any particular fund.

As borrowings under our senior notes, Revolving Credit Facility and any future indebtedness mature, we may be required to either refinance them by entering into new facilities or issuing additional debt, which could result in higher borrowing costs, or issuing equity, which would dilute existing stockholders. 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. Borrowings under the Revolving Credit Facility bear interest at a variable rate based on SOFR (as defined in Note 7 to our Financial Statements) obligations. As a result, an increase in SOFR will increase our interest costs if such borrowings are not been hedged into fixed rates in the future.

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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. Borrowings under the Revolving Credit Facility are SOFR-based (as defined in Note 7 to our Financial Statements) obligations. As a result, an increase in SOFR will increase our interest costs if such borrowings are not been hedged into fixed rates in the future.

Additionally, Blue Owl may provide financial guarantees of performance in connection with certain investments, particularly in our Real Assets products, to certain lenders to its products and investments. Lenders in commercial real estate financing customarily will require such guarantees, which typically provides that the lender can recover losses from the guarantors for certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt and environmental losses sustained by the lenders. It is expected that commercial real estate financing arrangements will generally require such guarantees and in the event that such a guarantee is called, Blue Owl’s assets could be materially and adversely affected.

Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.

Risk management activities may adversely affect the return on our and our products’ investments.

When managing our exposure to market risks, we may (on our own behalf or on behalf of our products) from time to time use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments to limit our exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices. The scope of risk management activities undertaken by us varies based on the level and volatility of interest rates, prevailing foreign currency exchange rates, the types of investments that are made and other changing market conditions. The use of hedging transactions and other derivative instruments to reduce the effects of a decline in the value of a position does not eliminate the possibility of fluctuations in the value of the position or prevent losses if the value of the position declines. 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. Currency fluctuations, in particular, can have a substantial effect on our cash flow and financial condition. The success of any hedging or other derivative transaction generally will depend on our ability to correctly predict market changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into such a transaction in order to reduce our exposure to market risks, the transaction may result in poorer overall firm or investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

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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. Currency fluctuations, in particular, can have a substantial effect on our cash flow and financial condition. The success of any hedging or other derivative transaction generally will depend on our ability to correctly predict market changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into such a transaction in order to reduce our exposure to market risks, the transaction may result in poorer overall firm or investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, which may reduce the returns generated by Blue Owl or a product.

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.

There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because, as an alternative asset management firm, we hold confidential and other price sensitive information about existing and potential investments. ~~Cyber-attacks~~Malicious cyber activity involving ransomware, extortion, business email compromise, social engineering and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Additionally, cyber-attacks and other security threats have become increasingly complex as a result of the emergence of new AI technologies, ~~such as artificial intelligence,~~ which are able to identify and target new vulnerabilities in information technology systems. As a result, we may face a heightened risk of a security breach or disruption with respect to confidential information resulting from an attack by computer hackers, foreign governments or cyber terrorists.

The efficient operation of our business is dependent on computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, which, despite implementation of a variety of security measures, are vulnerable to security breaches and cyber-attacks. A cyber-attack is considered to be ~~any~~an ~~adverse~~intentional attack or an unintentional event ~~that~~or ~~threatens~~series of events and involves gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption or otherwise compromising the confidentiality, integrity or availability of our ~~information~~systems ~~resources~~or infrastructure. ~~These~~Some ~~incidents~~factors ~~may~~that becould ancreate ~~intentional~~a ~~attack~~heightened risk of a cyber incident include the use of remote work tools and/or anthird-party ~~unintentional~~service ~~event~~providers, including cloud-based service providers. In addition, we and ~~could~~our ~~involve~~employees ~~gaining~~may be the target of social engineering, fraudulent emails or other targeted attempts to gain unauthorized access to ~~our~~proprietary or sensitive information. ~~systems~~The result of any cyber-attack may include disrupted operations, including in our, our affiliates’, our fund investors’, our counterparties’, or third parties’ operations, misstated or unreliable financial data, fraudulent transfers or requests for ~~purposes~~transfers of ~~misappropriating~~money, liability for stolen or improperly accessed assets, ~~stealing~~or ~~confidential~~information (including personal information), ~~corrupting~~increased ~~data~~cybersecurity protection and insurance costs, litigation or damage to our business relationships and reputation, in each case causing ~~operational~~our ~~disruption~~business and results of operations to suffer. In addition to cyber-related threats, weour and our ~~employees~~affiliates’ information systems and those of our third-party service providers may be ~~the~~subject ~~target~~to offailures ~~fraudulent~~or ~~emails~~interruptions arising from other causes beyond our control, including sudden electrical or telecommunications outages, natural disasters such as earthquakes, tornadoes or hurricanes, disease pandemics, social unrest and geopolitical events including wars and acts of terrorism. Any such events could materially disrupt our operations and adversely affect our business and financial results.

37The rapid evolution and increased availability of AI technologies may intensify cybersecurity risks by making such attacks and other cybersecurity incidents more difficult to detect, contain, and mitigate. For example, threat actors could impersonate Blue Owl or our employees, including through the use of AI technologies. Such technologies make such impersonation more likely to occur or appear more credible.

As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers, including increased risks resulting from remote working. We cannot guarantee that third parties and infrastructure in our networks or our partners’ networks have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support our services. Our ability to monitor these third parties’ information security

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~~other~~practices ~~targeted~~is ~~attempts~~limited, toand ~~gain~~they ~~unauthorized~~may ~~access~~not tohave ~~proprietary~~adequate orinformation ~~sensitive~~security ~~information~~measures in place. ~~The~~Outages of and interruptions to third-party software vendors’ services, including as a result of ~~any~~the ~~cyber~~termination of an agreement with a third-~~attack~~party ~~may~~service ~~include~~provider, ~~disrupted~~have ~~operations~~previously resulted in, ~~misstated~~and orcould ~~unreliable~~in ~~financial~~the ~~data~~future result in, ~~fraudulent~~temporary ~~transfers~~disruptions orto ~~requests~~our ~~for~~and ~~transfers~~our ofaffiliates’ ~~money,~~normal ~~liability~~operations. ~~for~~We ~~stolen~~have ~~assets~~implemented orprocesses, ~~information~~procedures ~~(including~~and ~~personal~~internal ~~information),~~controls ~~increased~~designed to mitigate cybersecurity ~~protection~~risks and ~~insurance~~cyber ~~costs,~~intrusions ~~litigation~~and orrely ~~damage~~on industry accepted security measures and technology to ~~our~~securely ~~business~~maintain ~~relationships~~confidential and ~~reputation~~proprietary information maintained on our information systems. However, inthese ~~each~~measures, ~~case~~as ~~causing~~well as our ~~business~~increased awareness of the nature and ~~results~~extent of ~~operations~~a torisk ~~suffer.~~of ~~The~~a ~~rapid~~cyber-attack, ~~evolution~~do ~~and~~not ~~increasing~~guarantee ~~prevalence~~that ofa ~~artificial~~cyber-attack ~~intelligence~~will ~~technologies~~not ~~may~~occur ~~also~~or ~~intensify~~that our ~~cybersecurity~~financial ~~risks.~~results, operations or confidential information will not be negatively impacted by such an incident, especially because the cyber-attack techniques change frequently or are not recognized until launched and because cyber-attacks can originate from a wide variety of sources.

As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers. We cannot guarantee that third parties and infrastructure in our networks or our partners’ networks have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support our services. Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place. We have implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber intrusions and rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-attack, do not guarantee that a cyber-attack will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident, especially because the cyber-attack techniques change frequently or are not recognized until launched and because cyber-attacks can originate from a wide variety of sources.

Cybersecurity risks are exacerbated by the rapidly increasing volume of highly sensitive data, including our proprietary business information and intellectual property, personally identifiable information of our employees, our clients and others and other sensitive information that we collect and store in our data centers,on our cloud environments and on our networks. Our products may also invest in strategic assets having a national or regional profile or in infrastructure assets, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses. The secure processing, maintenance and transmission of this information are critical to our operations. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of product investor, employee or other personally identifiable, proprietary business data or other sensitive information, whether by third parties or as a result of employee malfeasance (or the negligence or malfeasance of third party service providers that have access to such confidential information) or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us and significant reputational harm, any of which could harm our business and results of operations.

We are subject to risks in using custodians, counterparties, administrators and other agents.

Many of our products depend on the services of custodians, counterparties, administrators and other agents to carry out certain transactions and other administrative services, including compliance with regulatory requirements in U.S. and non-U.S. jurisdictions. We are subject to risks of errors and mistakes made by these third parties, which may be attributed to us and subject us or our products’ investors to reputational damage, penalties or losses. We depend on third parties to provide primary and back up communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, or as a result of cyber-attacks or other breaches could cause delays or other problems in our activities. Our financial, accounting, data processing, portfolio monitoring, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control.

The terms of the contracts with third-party service providers are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight. Accordingly, we may be unsuccessful in seeking reimbursement or indemnification from these third-party service providers. In addition, we rely on a select number of third-party services providers and replacement of any one of our service providers could be difficult and result in disruption and expense.

Risks Related to Personnel

We depend on our senior management team, senior investment professionals and other key personnel to provide their services to us and our products.

Our success depends on the efforts, judgment and personal reputations of our senior management team, senior investment professionals and other key personnel. 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. The loss of the services of our senior management team, senior investment professionals or other key personnel could have a material adverse effect on us and our products, and on the performance of our products, including on our ability to retain and attract product investors and raise capital.

38The departure of some or all of those individuals could also trigger certain provisions tied to the departure of, or cessation of committed time, by those persons (known as “key person” provisions) in the documentation governing certain of our products, which could permit the investors in those products to suspend or terminate those products’ investment periods. We do not carry

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~~other~~any ~~members~~“key ofperson” ~~the~~insurance ~~business~~that ~~communities~~would onprovide ~~whom~~us wewith ~~and~~proceeds ~~our products depend on for investment opportunities and financing are each critical elements~~ in ~~operating~~the ~~and~~event ~~expanding~~of ~~our~~the ~~business.~~death ~~The~~or ~~loss~~disability of ~~the~~any ~~services~~ of our senior ~~management team~~professionals, ~~senior~~and ~~investment~~we ~~professionals~~do ornot ~~other key personnel could~~ have a ~~material~~policy ~~adverse~~that ~~effect~~prohibits ~~on us and~~ our ~~products,~~senior ~~and~~professionals onfrom ~~the~~traveling ~~performance of our products, including on our ability to retain and attract product investors and raise capital~~together.

~~The~~There ~~departure~~is ofno ~~some~~guarantee orthat ~~all~~the ofnon-competition ~~those~~and ~~individuals~~non-solicitation ~~could~~agreements ~~also~~to ~~trigger~~which ~~certain~~our ~~provisions~~senior ~~tied~~managing todirectors ~~the~~and ~~departure~~other ~~of,~~key orpersonnel ~~cessation~~are ~~of committed time~~subject, bytogether ~~those~~with ~~persons~~our ~~(known~~other asarrangements ~~“key~~with ~~person”~~them, ~~provisions)~~will inprevent ~~the~~them ~~documentation~~from ~~governing~~leaving, ~~certain~~joining of our ~~products,~~competitors ~~which~~or ~~could~~otherwise ~~permit~~competing ~~the~~with ~~investors~~us. inSuch ~~those~~agreements ~~products~~also toexpire ~~suspend~~after ora ~~terminate~~certain ~~those~~period ~~products’~~of ~~investment~~time, ~~periods.~~at Wewhich dopoint ~~not~~such ~~carry~~personnel ~~any~~would ~~“key~~be ~~person”~~free ~~insurance~~to ~~that~~compete ~~would~~against ~~provide~~ us ~~with~~and ~~proceeds~~solicit inour ~~the~~clients ~~event~~and ofemployees. ~~the~~In ~~death~~addition, orsuch ~~disability~~agreements ofmay ~~any~~not ofbe ~~our~~enforceable ~~senior~~in ~~professionals~~all cases, ~~and~~particularly weas doU.S. ~~not~~states ~~have~~and/or afederal ~~policy~~agencies ~~that~~enact ~~prohibits~~legislation ~~our~~or ~~senior~~adopt ~~professionals~~rules ~~from~~aimed ~~traveling~~at ~~together~~effectively prohibiting non-competition agreements.

In addition, each of Doug Ostrover, Marc Lipschultz, Michael Rees and Marc Zahr (each a “Key Individual”) is entitled to significant compensation payments and under certain circumstances (including the Key Individual’s death or disability), the Key Individual (or his estate) is entitled to retain those payments for up to five years following such person’s ceasing to be employed by us. While we continue to make such payments, we may need to find or promote new employees to replace the former Key Individual, which may require additional significant compensation to be paid by us, which could adversely affect our earnings.

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 ability to attract and retain product investors and to pursue investment opportunities for our clients depends heavily upon the reputation of our professionals, especially our senior professionals as well as third-party service providers. We are subject to a number of obligations and standards arising from our investment management business and our authority and statutory fiduciary status over the assets managed by our investment management business. Further, our employees are subject to various internal policies including a Code of Business Conduct and policies covering conflicts of interest, information systems, business continuity and information security. The violation of those obligations, standards and policies by any of our employees or misconduct by one of our third-party service providers could adversely affect investors in our products and us. Our business often requires that we deal with confidential matters of great significance to companies in which our products may invest. If our employees, former employees or third-party service providers were to use or disclose confidential information improperly, we could suffer serious harm to our reputation, financial position and current and future business relationships. Additionally, we allow many of our employees to work on a hybrid schedule or remotely, which has required us to develop and implement additional precautions in order to detect and prevent employee misconduct. 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.

It is not always possible to detect or deter misconduct by employees or third-party service providers, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one or more of our employees, former employees or third-party service providers were to engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected and a loss of product investor confidence could result, which would adversely impact our ability to raise future products. Our current and former employees and those of our products’ investments as well as our third-party service providers may also become subject to allegations of sexual harassment, racial and gender discrimination or other similar misconduct, which, regardless of the ultimate outcome, may result in adverse publicity that could harm our and such portfolio company’s brand and reputation.

Our future growth depends on our ability to attract, retain and develop human capital in a highly competitive talent market.

The success of our business will continue to depend upon us attracting, developing and retaining human capital. Competition for qualified, motivated, and highly-skilled executives, professionals and other key personnel in asset management firms is significant. Turnover and associated costs of rehiring, the loss of human capital through attrition, death, or disability and the reduced ability to attract talent could impair our ability to implement our future growth and maintain our standards of excellence. Our future success will depend upon our ability to find, attract, retain and motivate highly-skilled and highly-qualified individuals. We seek to provide our personnel with competitive benefits and compensation packages. However, our efforts may not be sufficient to enable us to attract, retain and motivate qualified individuals to support our growth. 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.

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Conflicts of Interest

Conflicts of interest may arise in our allocation of capital and co-investment opportunities.

As an asset manager with multiple clients, including our various and expanding strategies and products, we increasingly confront conflicts of interests relating to our investment activities and operations. In particular, our allocation of capital and co-investment opportunities across our products are subject to numerous actual or potential conflicts of interest. Although we have implemented policies and procedures to address those conflicts, our failure to effectively identify and address them could cause reputational harm and a loss of investor confidence in our business. It could also result in regulatory lapses that could lead to applicable penalties, as well as increased regulatory oversight of our business. Identifying potential conflicts of interest is complex and fact-intensive, and it is not possible to foresee every conflict of interest that could or will arise.

Potential conflicts of interest in allocation among our products.

Certain of our products may have overlapping investment objectives, including products that have different fee structures, and conflicts may arise with respect to our allocation of investment opportunities among those products as well as other co-investors. We ~~may~~are permitted to allocate an investment to a number of products across our platforms that we view as appropriate for the particular investment objectives, strategies and characteristics of such products. 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. Although we have adopted investment allocation policies and procedures that are designed to ensure fair and equitable treatment over time, and expect such policies and procedures to continue to evolve, those policies and procedures will not eliminate all potential conflicts. Additionally, certain investment opportunities may be allocated to certain products that have lower fees or to our co-investment products or third-party co-investors that pay no fees. To the extent that those investments could otherwise have been allocated to products generating FPAUM, our revenues will be less than what would otherwise have been generated were those investments made through fee paying structures.

~~Potential~~In addition, subject to applicable law and our policies and procedures, we are permitted to cause a product to enter into a transaction to purchase securities from, or sell securities to, another product we manage, or co-investors or co-investment vehicles. Any of these transactions raise potential conflicts of interest, inincluding ~~connection~~where: (i) the investment of one product supports the value of portfolio investments owned by another product or (ii) the transaction allows us to realize carried interest or receive future management fees or other compensation with ~~co-~~respect to such investments. ~~between~~These ~~our~~conflicts ~~private~~are ~~funds~~heightened ~~and~~to ~~our~~the ~~BDCs~~extent the relevant securities are illiquid or do not have a readily ascertainable value.

~~Our~~Potential ~~BDCs~~conflicts are permitted to co-invest in portfolio companies with each other and with affiliated investment funds in negotiated transactions pursuant to an SEC order (the “Co-investment Exemptive Order”). Pursuant to that exemptive relief, our BDCs and other affiliated investment funds generally are permitted to make such co-investments if a “required majority” (as defined in Section 57(o) of ~~the~~interest ~~Investment Company Act) of such BDC’s directors (including the independent directors) makes certain conclusions~~ in connection with ~~the~~ co-~~investment~~investments ~~transaction,~~between including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to such BDC and its shareholders and do not involve overreaching in respect of such BDC or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of such BDC’s shareholders and with its investment objective and strategies, and (3) the investment by one of our ~~BDCs~~private ~~and other affiliated investment~~ funds ~~would not disadvantage any other of our BDCs,~~ and such BDC’s participation would not be on a basis different from or less advantageous than that on which the other BDCs or other affiliated investment funds are investing. The different investment objectives or terms of the BDCs and affiliated investment funds may result in a potential conflict of interest, including in connection with the allocation of investments among our ~~BDCs~~Regulated ~~and/or our affiliated investment funds pursuant to the Co-investment Exemptive Order or otherwise~~Products.

AsPotential aconflicts ~~result~~ of ~~our~~interest ~~structure,~~may arise in connection with co-investments between our private funds ~~are~~and ~~affiliated~~our ~~investment~~Regulated ~~funds~~Products. ofFunds sponsored or managed by our ~~BDCs~~investment ~~and~~adviser subsidiaries are prohibited from ~~co-investing~~participating ~~with~~in certain transactions alongside our ~~BDCs~~Regulated Products, ~~except~~or ascertain ~~permitted~~entities controlled by such funds, without an SEC exemptive order (“Co-Investment Exemptive Order”). We intend to rely on the Co-Investment ~~Company~~Exemptive ~~Act~~Order in order to engage in co-investment transactions between our private funds and our Regulated Products and certain of their controlled entities. Our ability to rely on the Co-~~investment~~Investment Exemptive Order is subject to certain limitations and requirements, including the requirement that each participant in a co-investment transaction acquire or dispose of the same class of securities on substantially the same key terms and share expenses related to the co-investment transaction pro rata to the securities being acquired. ~~Those~~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~~Additionally, ~~Co-investment~~the ~~Exemptive~~different ~~Order~~investment ~~requires~~objectives ~~that~~of ~~any~~our ~~opportunities~~private ~~that~~funds ~~are~~versus ~~appropriate~~our ~~for~~Regulated ~~both~~Products ~~our~~may ~~BDCs~~result ~~and~~in ~~our~~a ~~private~~potential ~~funds~~conflict ~~will~~of ~~need~~interest, toincluding bein ~~offered~~connection towith ~~our~~the ~~BDCs~~allocation ~~and~~of ~~any~~investments ~~such~~between ~~investments,~~the iffunds made, ~~will need to be conducted~~ in ~~compliance~~co-investment ~~with~~transactions ~~the~~pursuant ~~conditions~~to of the Co-Investment Exemptive Order and ~~other~~in ~~requirements~~decisions ~~under~~about the ~~Investment~~allocation ~~Company~~of ~~Act~~specific investment opportunities between our private funds and our Regulated Products.

Conflicts related to investments by several of our products at different levels of the capital structure of a single portfolio company or Partner Manager.

Different products that we advise may invest in a single portfolio company, including at different levels of the capital structure of the same portfolio company. 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~~

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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. The interests of these different products invested in different levels of the capital structure of a portfolio company may not always be aligned and actions taken for one product may be adverse to one or more other products, which may give rise to conflicts of interest. The interests of these different products may diverge significantly particularly in the case of financial distress of the portfolio company. For example, in a bankruptcy proceeding or out-of-court restructuring, the interests of a product owning equity or subordinated debt securities may be subordinated or otherwise adversely affected by virtue of a different product’s actions in respect of its own interests as a senior debt holder. The governing documents of our products may also prevent or impose conditions on other products investing at different levels of the capital structure. Alternatively, investments by more than one product in a portfolio company also have the potential to raise the risk of using assets of one product to support positions taken by our other 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. In addition, if one of our ~~BDCs~~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. While we have developed general guidelines regarding when two or more products can invest in different parts of the same company’s capital structure and created a process that we employ to handle those conflicts when they arise, our decision to permit the investments to occur in the first instance or our judgment on how to minimize the conflict could be challenged. If we fail to appropriately address those conflicts, it could negatively impact our reputation and ability to raise additional products and the willingness of counterparties to do business with us or result in potential litigation against us.

Conflicts of interest may arise in our allocation of costs and expenses, and we are subject to increased regulatory scrutiny and uncertainty with regard to those allocations.

As an asset manager with multiple products, we regularly allocate costs and expenses among our products and between our products and us. Certain of those allocation determinations are inherently subjective and virtually all of them are subject to regulatory oversight. Allegations of, or investigation into, a potential improper expense allocation could cause reputational harm and a loss of investor confidence in our business. It could also result in regulatory lapses or penalties, as well as increased regulatory oversight of our business. In addition, any determination to allocate costs and expenses to us could negatively affect our net income, and ultimately decrease the value of our common stock and our dividends to our stockholders. ~~Similar considerations arise when allocating expenses to, or away from vehicles to which specified interests apply.~~

We have a conflict of interest in determining whether certain costs and expenses are incurred in the course of operating our products, including the extent to which services provided by certain employees and associated costs, including compensation, are allocable to certain products. Our products generally pay or otherwise bear all legal, accounting, filing, and other expenses incurred in connection with organizing and establishing the products and the offering of interests in the products, ~~including~~as ~~certain~~well ~~employee~~as ~~compensation.~~the ~~Such~~operation ~~determinations~~of ~~often~~the ~~require~~products ~~subjective judgment~~ and ~~may~~their ~~result~~investment ~~in us~~activities, ~~rather~~including ~~than~~certain ~~our~~employee ~~products,~~compensation ~~bearing~~in ~~certain~~the ~~fees~~case ~~and~~of ~~expenses~~certain products. In ~~addition~~certain cases, our products’ ~~generally~~responsibility ~~pay~~for ~~all~~such expenses ~~related~~are subject to ~~the~~caps. ~~operation~~Such ofdeterminations ~~the~~often ~~products~~require subjective judgment and ~~their~~may ~~investment~~result ~~activities~~in us, inrather ~~certain~~than ~~cases~~our ~~subject~~products, tobearing ~~caps~~certain fees and expenses. We also determine, in our sole discretion, the appropriate allocation of investment-related expenses, including broken deal expenses and expenses more generally relating to a particular investment strategy, among our products, vehicles and accounts participating or that would have participated in such investments or that otherwise participate in the relevant investment strategy, as applicable. That often requires judgment and could result in one or more of our products bearing more or less of these expenses than other investors or potential investors in the relevant investments or a fund paying a disproportionate share, including some or all, of the broken deal expenses or other expenses incurred by potential investors. Any dispute regarding such allocations could lead to our products or us, as further described below, having to bear some portion of these costs as well as reputational risk. In addition, for products that do not pay or otherwise bear the costs and expenses described above because of the application of caps or otherwise, such amounts may be borne by us, which will reduce the amount of net fee income we receive for providing advisory services to the products. ~~For~~Our ~~example,~~BSP ~~our Business Services Platform~~ provides strategic services to Partner Managers. Certain expenses associated with the ~~Business~~BSP ~~Services Platform~~ (“BSP Expenses”) are allocated among, and payable by, each of the flagship GP minority equity investment products; however, co-investment and similar vehicles sponsored and/or managed by us do not bear any portion of BSP Expenses. Those GP Strategic Capital products are generally allocated an amount equal to their pro rata allocation of BSP Expenses based on the relative number of Partner Managers in which investments are held from time to time by each of those products; provided that the amount of BSP Expenses borne by a particular fund is subject to certain floors and/or caps specified in its respective governing documents.

We are required to bear any BSP Expenses allocated to a product that exceeds the product’s cap on those expenses. In addition, in certain instances, we expect to determine not to allocate or charge certain BSP Expenses to any product, in response to regulatory, investor relations, governance or other applicable considerations and determine instead for those BSP Expenses to be borne by us. Any such determination could have the effect of materially reducing the reimbursement payments received by

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regulatory, investor relations, governance or other applicable considerations and determine instead for those BSP Expenses to be borne by us. Any such determination could have the effect of materially reducing the reimbursement payments received by us with respect to the ~~Business~~BSP ~~Services Platform~~ or result in losses attributable to certain activities thereof. The allocation methodology for allocating BSP Expenses and other similar expenses is complex and subject to interpretation. 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~~BSP ~~Services Platform~~ and the allocation of BSP Expenses have in the past been subject to an SEC order. These and other expense allocation practices could in the future be subject to regulatory scrutiny.

Potential conflicts of interest in allocation among Blue Owl, our products and our investment professionals.

Certain of our products may have overlapping investment objectives with Blue Owl, and conflicts may arise with respect to our decisions regarding how to allocate investment opportunities ~~amongst~~among ~~our products or between~~ Blue Owl and our products. We have provided and expect to continue to provide funds to support new product and strategy launches to enable our products to achieve a level of scale and profitability. We have used, and expect to continue to use, our balance sheet capital to warehouse seed investments in our products pending the contribution of committed capital by the investors in such products and/or to extend bridge loans to our products, which may decrease the liquidity available for other parts of our business. If new strategies or products do not develop as anticipated or our balance sheet assets cease to provide adequate liquidity, we may be forced to realize losses or become limited in our ability to seed new products or strategies or support existing ones as currently contemplated.

Furthermore, our investment professionals or entities controlled by them may make similar investments or loans to new products or third -party investment opportunities, including in connection with their personal or family office investment activities. These activities may result in actual or perceived conflicts of interest. Although we have adopted personal trading policies and procedures that are designed to ensure that, in such circumstances, Blue Owl or our products, as the case may be, has first priority in investment opportunities that align with its investment objectives, and expect these policies and procedures to continue to evolve as Blue Owl’s business evolves, those policies and procedures may not eliminate all potential conflicts.

Existing and future relationships between or among our Partner Managers, our products and their investors could give rise to actual or perceived conflicts of interest.

Certain of our GP Strategic Capital products’ Partner Managers directly or through their investment funds, own securities in Blue Owl or its subsidiaries. In addition, certain GP Strategic Capital products own securities in Blue Owl or its subsidiaries and may have different interests, including different investment horizons, than Blue Owl. Any decision with respect to holding or disposing of any such products’ interests in Blue Owl will be determined by the applicable investment manager in a manner consistent with its duties to the product. Because those decisions will be made independent from consideration of Blue Owl’s interests, they may, due to a range of factors, conflict with the interest of Blue Owl or its stockholders.

GP Strategic Capital products hold minority, noncontrolling interests in a broad range of Partner Managers. 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~~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. For example, in 2024 Blue Owl agreed to acquire a Partner ~~Managers~~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. None of those transactions or other contractual arrangements are believed to be material to our operations or performance but future transactions may be material.

Portfolio companies of products managed by our Partner Managers may also be borrowers under debt facilities or instruments owned, arranged or managed by our products. In its capacity as agent or lender under such facilities or instruments, a fund is required to act in the best interests of its stockholders or investors. In certain circumstances, one of our products may be required to take actions that may be adverse to the investments owned by funds managed by Partner Managers, which could adversely affect our relationships with the Partner Managers, or potentially impact the value of a GP Strategic Capital product’s investment in such Partner Manager.

From time to time, companies in which our products or products managed by our Partner Managers have invested or may invest may enter into sale-leaseback transactions with, or otherwise become tenants of, our Real Assets products. These arrangements could result in our products or products managed by our Partner Managers being creditors to, or equity owners of, such companies at the same time as those companies are tenants of our Real Assets products. 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~~

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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.

Investments in portfolio companies connected to other business relationships may cause us to take different actions with respect to such investment than would have otherwise occurred had the portfolio company had no other business relationship with us or our products. 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.

Our products, investment platforms and investment professionals regularly obtain non-public information regarding target companies and other investment opportunities. Since we do not currently maintain permanent information barriers among our businesses, we generally impute non-public information received by one investment team to all other investment professionals, including all of the personnel who make investment decisions for our products. In the event that any of our products or people obtain confidential or material non-public information, we and our products may be restricted in acquiring or disposing of investments. Notwithstanding the maintenance of restricted securities lists and other internal controls, the internal controls relating to the management of material non-public information could fail and result in us, or one of our people, buying or selling a security while deemed to be in possession of material non-public information. Inadvertent trading on material non-public information could negatively impact our reputation, result in the imposition of regulatory or financial sanctions and, consequently, negatively impact our ability to provide investment management services to our products and clients. These risks are heightened by the existence of our public equity products, which may limit the products’ investment opportunities or ability to dispose of investments. In limited circumstances, we may put in place temporary information barriers to restrict the transfer of non-public information, which limit our products’ abilities to benefit from Blue Owl expertise and such temporary information barriers could be breached, resulting in the same restrictions on such products’ investment activities. In certain instances, Blue Owl may decline to receive material nonpublic information from an investment or prospective investment, even if such material nonpublic information would be beneficial to a Blue Owl product, because the receipt of such material non-public information may inhibit the investment activities of Blue Owl and/or one or more other Blue Owl products and foregoing such material nonpublic information may negatively impact the potential receiving Blue Owl products and/or one or more of its portfolio investments.

Further, in the future, we could be required by certain regulations, or decide that it is advisable, to establish permanent information barriers, which would impair our ability to operate as an integrated platform, limit management’s ability to manage our investments and reduce potential synergies across our businesses. 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~~arise in the future.

In addition to the conflicts outlined above, we may experience conflicts of interest in connection with the management of our business affairs relating to and arising from a number of matters, including the amounts paid to us by our products; services that may be provided by us and our affiliates to investments in which our products invest (including the determination of whether or not to charge fees to our investments for our provision of such services); investments by our products and our other clients, subject to the limitations of the Investment Company Act; our formation of additional products; differing recommendations given by us to different clients; and our use of information gained from a product’s investments used to inform investments by other clients, subject to applicable law. In resolving these conflicts of interest, we may favor our products’ interests or investors’ interests over the interests of our stockholders.

Our GP Strategic Capital products hold and make investments in Partner Managers and there may be provisions within our arrangements with Partner Managers that could affect our right to receive or share information or cause us to sell our interests in the Partner Manager.

The terms of our GP Strategic Capital products’ investments in Partner Managers generally include provisions relating to competitors of the Partner Managers, access to information about the Partner Managers and their business, and affirmative and negative confidentiality obligations regarding the Partner Managers. While we have implemented information control procedures with restrictions regarding the sharing of a Partner Manager’s confidential information, such procedures may not reduce a Partner Manager’s concern over the sharing of confidential and competitively sensitive information. Certain Partner ~~Managers that are engaged in managing funds focused on similar businesses as our other product lines may consider Blue Owl~~

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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. Potential remedies available to them under the investment agreements, as applicable, include limiting the rights of our products to receive confidential information from the Partner Manager regarding its business, requiring us to sequester confidential information received from the Partner Manager, or requiring us to sell our interests in the Partner Manager for fair value as determined under the relevant investment agreement. A forced sale of a Partner Manager interest may reduce the amount of fees we receive with respect to the applicable GP Strategic Capital product, and any reduction in information may impede our ability to supervise our products’ investments. Further, the affiliation may hinder the GP Strategic Capital products’ ability to make future investments in Partner Managers who are in the same space and who may consider Blue Owl a competitor, including follow-on investments in existing Partner Managers and investments with new Partner Managers.

The operations of our business and related transactions may affect our reputation and relationship with our Partner Managers.

We are reliant upon our strong relationships with our Partner Managers for the continued growth and development of business. Due to the number of Partner Managers with which we have relationships, we may compete with existing or prospective Partner Managers, which could negatively impact our ability to attract new Partner Managers to our products who may seek relationships with non-competitors over concerns of sharing information with competitors or other potential conflicts, including the ability to exercise our fiduciary duties. Additionally, our investments in Partner Managers may affect our relationships with other sponsors that are key relationships for our Credit products, because of similar concerns around information sharing or other reasons. While we have implemented procedures to address any such conflict, such procedures may not reduce the perception that such conflicts exist and may make us a less attractive partner/investor.

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.

Some of our products generate performance-based fees, including carried interest. With respect to Blue Owl GP Stakes I - V and their related co-investment vehicles, none of the carried interest will be allocated to us. We will generally be allocated 15% of the carried interest attributable to Blue Owl GP Stakes VI and future GP Strategic Capital products as well as 15% of the carried interest in existing and future Real Assets and Credit products. If a new GP Strategic Capital product is formed to facilitate a secondary transaction with respect to any of Blue Owl GP Stakes I - V (which would include, without limitation, any continuation fund or other new product whose primary purpose is to acquire directly or indirectly all or a portion of the assets of or interests in Blue Owl GP Stakes I - V), any carried interest generated by such product will not be allocated to us, notwithstanding that such secondary vehicle is formed in the future. Performance revenues not allocated to us are allocated, in part, to certain Principals and employees of Blue Owl in vehicles not controlled by us. Carried interest and performance-based fees or allocations may create an incentive for us or our investment professionals to make more speculative or riskier investments and determinations, directly or indirectly on behalf of our products, or otherwise take or refrain from taking certain actions than it would otherwise make in the absence of such carried interest or performance-based fees or allocations. It may also create incentives to influence how we establish economic terms for future products. In addition, we may have an incentive to make exit determinations based on factors that maximize economics in favor of the persons entitled to performance-based fees relative to us and our non-participating stockholders. Our failure to appropriately address any actual, potential or perceived conflicts of interest resulting from our entitlement to receive performance income from many of our products could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including limiting our ability to raise additional products, attract new clients or retain existing clients.

Risks Related to Our Legal and Regulatory Environment

Our business is subject to extensive domestic and foreign regulations that may subject us to significant costs and compliance requirements, and there can be no assurance that we will satisfactorily comply with such regulations.

Our business, as well as the financial services industry generally, is subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations or exchanges in the U.S. and foreign jurisdictions in which we operate relating to, among other things, securities, antitrust, anti-money laundering, anti-bribery, tax and privacy. Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. In particular, the SEC ~~increased~~has ~~emphasis~~proposed, ~~on investment adviser~~ and ~~private~~is ~~fund~~expected ~~regulation~~to ~~and~~continue ~~proposed~~to ~~and~~propose, ~~adopted~~ a number of new rules that would impose significant changes on investment advisers and their management of private funds ~~in recent years~~. While the ~~new~~SEC ~~Presidential~~has ~~administration~~recently ~~and~~withdrawn ~~the~~a ~~current~~number ~~leadership~~ of ~~the SEC have indicated that they intend to~~

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~~modify~~proposed ~~or repeal certain~~ regulations perceived as burdensome to private funds advisers, particularly those related to ESG investing and cybersecurity, new SEC rules could result in changes to our operations and could materially impact our products and/or their investments, including by causing us to incur additional expenses.

We have expanded our business globally. Differences between the laws and rules governing our business in foreign jurisdictions compared to the United States result in inconsistent regulatory requirements that it may not be possible to fully reconcile in a cost-efficient manner across our business.

As a public company, we are subject to the reporting, accounting and corporate governance requirements of the NYSE, the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) that apply to issuers of listed equity, which impose certain significant compliance requirements, costs and obligations upon us. The requirements of being a publicly listed company and ongoing compliance with these rules and regulations require a significant commitment of additional resources and management oversight, which increases our operating costs and could divert the attention of our management and personnel from other business concerns.

The SEC oversees the activities of certain of our subsidiaries that are registered investment advisers under the Advisers Act and the activities of our ~~BDCs~~Regulated Products that are regulated under the Investment Company Act. FINRA and the SEC oversee the activities of our wholly owned subsidiary Blue Owl Securities as a registered broker-dealer, which also maintains licenses in all states.

Investment Advisers Act of 1940

The Advisers Act imposes specific restrictions on an investment adviser’s ability to engage in principal and agency cross transactions. Our registered investment advisers are subject to additional requirements that cover, among other things, disclosure of information about our business to clients; maintenance of written policies and procedures; maintenance of extensive books and records; restrictions on the types of fees we may charge, including performance fees and carried interest; maintaining effective compliance programs; custody of client assets; client privacy; advertising; and proxy voting. Failure to comply with the obligations imposed by the Advisers Act could result in investigations, sanctions, fines, restrictions on the activities of us or our personnel and reputational damage.

Under the Advisers Act, an investment adviser (whether or not registered under the Advisers Act) has fiduciary duties to its clients. The SEC has interpreted those duties to impose standards, requirements and limitations on, among other things, trading for proprietary, personal and client accounts; allocations of investment opportunities among clients; execution of transactions; and recommendations to clients.

Investment Company Act

Our subsidiaries are the advisers to our ~~BDCs~~Regulated Products, which are subject to the rules and regulations under the Investment Company Act. Our ~~BDCs~~Regulated Products are required to file ~~periodic~~shareholder ~~and annual~~ reports with the SEC and ~~may~~ also beare required to comply with the applicable provisions of the Sarbanes-Oxley Act. Furthermore, advisers to our ~~BDCs~~Regulated Products have a fiduciary duty under the Investment Company Act not to charge excessive compensation, and the Investment Company Act grants ~~BDC~~our ~~stockholders~~Regulated Products’ equityholders a direct private right of action against investment advisers to seek redress for alleged violations of this fiduciary duty.

While we exercise broad discretion over the day-to-day management of our ~~BDCs~~Regulated Products, each of our ~~BDCs~~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. The responsibilities of each of our ~~BDC~~Regulated Product’s boards include, among other things, approving our advisory contract with the applicable ~~BDC~~Regulated Product that we manage; approving certain service providers; monitoring transactions involving affiliates; and approving certain co-investment transactions. Additionally, each quarter, the applicable investment adviser, as the valuation designee, will provide the audit committee of each of our ~~BDCs~~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. The audit committee of each of our ~~BDCs~~Regulated Products oversees the valuation designee and reports to the respective ~~BDC~~Regulated Product’s board of directors or board of trustees, as applicable, on any valuation matters requiring such board’s attention. The advisory contracts with each of our ~~BDCs~~Regulated Products may be terminated by the ~~stockholders~~equityholders, directors or ~~directors~~trustees of such ~~BDC~~Regulated Product on not more than 60 days’ notice, and are subject to annual renewal by each respective ~~BDC~~Regulated Product’s board of directors or board of trustees, as applicable, after an initial two-year term.

Our BDCs are also prohibited from knowingly participating in certain transactions with their affiliates, except as permitted by the Investment Company Act and the Co-investment Exemptive Order. For additional details, see “—Conflicts of Interest—Conflicts of interest may arise in our allocation of capital and co-investment opportunities.”46

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Our Regulated Products are also prohibited from knowingly participating in certain transactions with their affiliates, except as permitted by the Investment Company Act and the Co-investment Exemptive Order. 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 2016, federal bank regulatory authorities and the SEC revised and re-proposed a rule that generally (1) prohibits incentive-based payment arrangements that are determined to encourage inappropriate risks by certain financial institutions by providing excessive compensation or that could lead to material financial loss and (2) requires those financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate federal regulator. The ~~Dodd-Frank Act also directs the~~ SEC to adopt a rule that requires public companies to adopt and disclose policies requiring, in the event the company is required to issue an accounting restatement, the contingent repayment of obligations of related incentive compensation from current and former executive officers. The SEC has proposed but has not yet adopted such rule. To the extent ~~the~~such ~~aforementioned~~ rules are adopted, our ability to recruit and retain investment professionals and senior management executives could be ~~limited~~adversely impacted.

Under the Dodd-Frank Act, athe ~~10 voting-member~~ Financial Stability Oversight Council (“FSOC”) has the authority to review the activities of certain nonbank financial firms engaged in financial activities and designate them as systemically important financial institutions (“SIFI”)~~, evaluating, among other things, evaluating the impact of the distress of the financial firm on the stability of the U~~.S. ~~economy.~~ Currently, there are no non-bank financial companies with a non-bank SIFI designation. The FSOC has, however, designated certain non-bank financial companies as SIFIs in the past, and additional non-bank financial companies, which may include large asset management companies such as us, may be designated as SIFIs in the future. In November 2023, FSOC adopted amendments to its guidance regarding procedures for designating non-bank financial companies as SIFIs which eliminated the prior guidance’s prioritization of an “activities-based” approach for identifying, assessing and addressing potential risks to financial stability. Under the previous guidance’s “activities-based” approach, FSOC indicated that it would primarily focus on regulating activities that pose systemic risk rather than focusing on individual firm-specific determinations. The elimination of an “activities-based” approach over designation of an individual firm as a non-bank SIFI may increase the likelihood of FSOC designating one or more firms as a non-bank SIFI. If we were designated as such, it would result in increased regulation of our businesses, including the imposition of capital, leverage, liquidity and risk management standards, credit exposure reporting and concentration limits, enhanced public disclosures, restrictions on acquisitions and annual stress tests by the Federal Reserve. Requirements such as these, which were designed to regulate banking institutions, would likely need to be modified to be applicable to an asset manager, although no proposals have been made indicating how such measures would be adapted for asset managers.

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. The revocation, challenge or unavailability of these exemptions could increase our cost of doing business or subject us to regulatory action or third-party claims, which could have a material adverse effect on our business. For example, Rule 506 of Regulation D under the Securities Act includes “bad actor” disqualification provisions that ban an issuer from offering or selling securities pursuant to the safe harbor in Rule 506 if the issuer, or any other “covered person,” is the subject of a criminal, regulatory or court order or other “disqualifying event” under the rule which has not been waived by the SEC. The definition of a “covered person” under the rule includes an issuer’s directors, general partners, managing members and executive officers and promoters and persons compensated for soliciting investors in the offering. Accordingly, our ability to rely on Rule 506 to offer or sell our products and therefore a significant portion of our business would be impaired if we or any “covered person” is the subject of a disqualifying event under the rule and we are unable to obtain a waiver or, in certain circumstances, terminate our involvement with such “covered person.”

Compliance with existing and new regulations subjects us to significant costs. Any changes or other developments in the regulatory framework applicable to our business and changes to formerly accepted industry practices, may impose additional costs on us, require the attention of our senior management or limit the manner in which we conduct our business. We may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. Additional legislation or regulations, increasing global regulatory oversight of fundraising activities, changes in rules promulgated by self-regulatory organizations or exchanges or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability. Moreover, our failure to comply with applicable laws or regulations, including labor and employment laws, could result in fines, censure, suspensions of personnel or other sanctions, including revocation of the registration of our relevant subsidiaries as investment advisers or our broker-dealer affiliate as a registered broker-dealer.

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Even if a sanction is imposed against us, one of our subsidiaries or our affiliates or our personnel by a regulator for a small monetary amount, the costs incurred in responding to such matters could be material. The adverse publicity related to the sanction could harm our reputation, which in turn could have a material adverse effect on our business, making it harder for us to raise new and successor products and discouraging others from doing business with us or accepting investments from our products.

United Kingdom Exit from the European Union (“EU”)

~~On January 31, 2020, the UK formally withdrew from the European Union (“Brexit”).~~ 47

AsTable ~~a result~~ of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. Since Brexit, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future.Contents

~~There~~On ~~remains~~January ~~considerable~~31, ~~uncertainty~~2020, ~~as to~~ the ~~nature of the~~ UK’s ~~future~~formally ~~relationships~~withdrew ~~with~~from the EU as(“Brexit”) ~~well~~and asentered ~~the~~into ~~extent~~a totransition ~~which~~period ~~the~~during UKwhich ~~may elect to diverge over time from~~ the ~~current~~majority ~~EU-influenced~~of ~~regime, creating continuing uncertainty as to~~ the ~~full~~existing ~~extent to which our business could be adversely affected. The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both~~ EU- ~~and~~rules ~~UK-based~~continued ~~businesses. Brexit has already led~~ to ~~disruptions~~apply in ~~trade as businesses attempt to adapt cross-border procedures and rules applicable in~~ the UK ~~and in the EU to their activities, products, customers, and suppliers~~. ~~Continuing~~Following ~~uncertainty and~~ the ~~prospect~~end of ~~further~~the ~~disruption~~transition ~~may~~period ~~result~~on inDecember an31, ~~economic~~2020, ~~slowdown~~EU ~~and/or~~rules aceased ~~deteriorating~~to ~~business~~apply ~~environment~~ in the UK ~~and in one or more EU Member States~~.

Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, this did not include an agreement on financial services. In the absence of a formal agreement, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK market, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future.

As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to substantially many of the same rules and regulations as prior to Brexit. However, the UK government has begun to revise certain areas of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time. It is possible that the EU may respond to UK initiatives by restricting third country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, our products and investments and their ability to achieve their investment objectives may be negatively impacted, including as a result of increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions.

The ongoing legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU- and UK-based businesses. Continuing uncertainty and the prospect of further disruption may result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States.

Alternative Investment Fund Managers Directive (“AIFMD”)

The AIFMD regulates the activities of certain private fund managers undertaking fund management activities or marketing fund interests to investors in the European Economic Area (“EEA”) and the UK, respectively.

To the extent our products are actively marketed to investors domiciled or having their registered office in the EEA or the UK: (i) those products and certain Blue Owl entities will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which will result in those products incurring additional costs and expenses; (ii) those products and certain Blue Owl entities may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions or the UK, which would result in those products incurring additional costs and expenses or may otherwise affect the management and operation of those products; (iii) certain Blue Owl entities will be required to make detailed information relating to certain products and their investments available to regulators and third parties; and (iv) the AIFMD will also restrict certain activities of those products in relation to EEA or UK portfolio companies, including, in some circumstances, a product’s ability to recapitalize, refinance or potentially restructure a portfolio company within the first two years of ownership, which may in turn affect operations of said products generally. 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~~their targeted amount of Commitments.

In relation to certain products, we have engaged or plan to engage a third party to provide alternative investment fund manager (an “AIFM”) services to said products(s). This third party AIFM provides similar services to other sponsors and products. As a result, the successful operation of the relevant products will depend in part on the third party’s ability to provide these services. The loss or reduction of the services provided by the third party could adversely affect the ongoing operation of the relevant products. The third party is appointed as the AIFM for other products, and may need to devote substantial amounts of its time and attention to the activities of such other products, which may cause conflicts of interest to arise. In addition, certain changes in the regulatory status of the third party or circumstances relating to such other entities which have engaged the services of the third party may have an adverse effect on the relevant product. Although we will have the ability to replace the third party, the third party’s breach of the applicable agreements or the failure of the third party to make decisions, perform its services, discharge its obligations, deal with regulatory authorities or comply with laws, rules and regulations affecting the relevant product, in a proper manner, or to act in ways that are in the relevant product’s best interest could result in material adverse consequences for the relevant product. Should the third party fail to perform its obligations under any applicable agreements between it and the Blue Owl entity it is engaged by, a replacement AIFM may be required, and such replacement AIFM may be subject to approval by the relevant regulatory authority. We may not be able to replace the AIFM, or do so on a timely basis.

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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.

~~The European Union is implementing a Directive to amend~~ AIFMD ~~(“AIFMD~~ II~~”).~~

AIFMD II will impose obligations including: (i) minimum substance considerations that EU regulators will need to take into account during the AIFM authorization process; (ii) enhanced requirements around delegation, including additional reporting requirements in relation to delegation arrangements; (iii) new requirements applying to AIFMs managing products that originate loans, irrespective of whether loan origination forms a core part of the relevant strategy for the product, or is merely incidental or occasional (including (to the extent applicable to the relevant product), in respect of (a) policies and procedures for lending, (b) limits on lending exposure to a financial institution, (c) prohibitions on lending to certain associated persons, (d) a ban on ‘originate-to-distribute’ strategies, (e) risk retention requirements and (f) mandatory disclosures and reporting); (iv) increased investor pre-contractual disclosure requirements, notably around fees and charges; (v) additional requirements in respect of liquidity management for products which constitute an “open-ended fund” (within the meaning of AIFMD); and (vvi) a prohibition on non-EU AIFMs and AIFs established in jurisdictions identified as “high risk” countries under the European Anti-Money Laundering Directive (as amended) or the revised EU list of non-cooperative tax jurisdictions. The final text of AIFMD II was published in the Official Journal of the ~~European~~EU ~~Union~~ in March 2024, with AIFMD II due to be implemented by EU Member States from 2026. It is possible that AIFMD II may require additional costs, expenses and/or resources, as well as restricting or prohibiting certain activities, including in relation to ~~loan-originating~~ products that originate loans and managers or products established in jurisdictions outside the EU identified as having anti-money laundering and/or tax failings.

In some circumstances, certain Blue Owl entities may be considered non-EEA managers under AIFMD. Non-EEA managers are expected to be subject to reporting and disclosure requirements under AIFMD II as well as the prohibition in respect of “high risk” jurisdictions for anti-money laundering and tax purposes. The application of other AIFMD II requirements may depend on how far individual Member States elect to apply AIFMD II to non-EEA managers, and whether any Blue Owl entities market products into the EEA. This may affect certain Blue Owl products from implementing their strategy, and/or lead to increased legal and compliance costs, in one or more EEA Member States. Specifically, as certain Blue Owl entities may be considered non-EEA managers of certain products, whereas a third party may be the EEA AIFM of certain other products, it is possible that the implementation of AIFMD II could result in differing compliance requirements applying among different products in the same strategy. The extent to which certain Blue Owl entities and/or the third party AIFM will be subject to AIFMD II is uncertain and it is possible that the implementation of any future regulation may impact certain Blue Owl entities and/or the third party AIFM (and, as a result, the respective products they manage) in the same manner or, in the alternative, may place additional burdens on third party AIFM relative to certain Blue Owl entities or vice versa.

Credit funds have been the subject of increasing regulatory focus at international and regional levels. To the extent that our products are engaged in lending activity, they may be subject to restrictions on their activities and be obliged to comply with regulatory reporting and disclosure requirements in accordance with AIFMD II and/or other future regulatory initiatives. This may impact the activities and/or returns of the relevant product, lead to additional costs and expenses, and/or require the commitment of additional resources.

The International Organization of Securities Commissions (“IOSCO”) and the Financial Stability Board (“FSB”) have called on regulators to consider issues arising from the rapid growth in private finance, including in relation to systemic risk, transparency, leverage, liquidity, and conflicts of interest. It is likely that regulators will continue to focus on the credit funds sector and may introduce further regulatory requirements in the future.

Starting in 2026, AIFMD II will introduce rules in respect of products that originate loans, including in relation to (a) leverage limits, (b) liquidity requirements for products which constitute ‘open-ended loan-originating funds’ under the AIFMD, (c) limits on lending exposure to a single financial institution, (d) a prohibition on lending to certain entities and/or individuals that may give rise to conflicts of interest, (e) a ban on ‘originate-to-distribute’ strategies, (f) a risk retention requirement, (g) mandatory disclosures and reporting and (h) policies and procedures for loan origination.

It remains uncertain whether or not the AIFMD II requirements in respect of products that originate loans will apply to certain Blue Owl entities which act as non-EEA AIFMs of certain Blue Owl products. The relevant product may or may not, therefore, be required to comply with the AIFMD II requirements for products that originate loans. If the relevant product is required to comply with the AIFMD II requirements, this could affect the relevant product’s investment portfolio, require the implementation of policies and procedures for loan origination, and lead to an increase in the resources and costs necessary for compliance. In addition, as certain Blue Owl entities may be considered non-EEA managers of certain products, whereas a third party may be the EEA AIFM of certain other products, it is possible that the implementation of AIFMD II could result in

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varying application of the rules relating to funds originating loans as between different products in the same strategy and, therefore, a divergence between their respective portfolio investments and related policies and procedures. In particular, certain products may not be required to comply with the AIFMD II requirements which could result in different investment portfolios as between these products and other products being required to comply with AIFMD II.

Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business.

The financial services industry has been the subject of heightened scrutiny by regulators around the globe. In particular, the SEC and its staff have focused more narrowly on issues relevant to alternative asset management firms, including by forming specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and employees. In recent periods there have been a number of enforcement actions within the industry, and it is expected that the SEC will continue to pursue enforcement actions against asset managers. ~~This~~While ~~enforcement~~the ~~activity~~current administration and the current leadership of the SEC have indicated that they intend to not adopt certain proposals or modify or repeal certain regulations perceived as burdensome to private fund advisers, particularly those related to sustainability investing and cybersecurity, the evolving regulatory landscape has caused, and could further cause us to reevaluate certain practices and adjust our compliance control function as necessary and appropriate.

~~Regulators~~The ~~are~~SEC’s ~~also~~recent ~~increasing~~list ~~scrutiny~~of ~~and~~examination ~~considering~~priorities ~~regulation~~for investment advisers includes such items as investment advisers’ adherence to fiduciary standards of ~~the~~conduct ~~use~~and effectiveness of ~~technologies.~~advisers’ Wecompliance ~~cannot~~programs, ~~predict~~as ~~what~~well as specific priority areas for advisers to private funds, ifincluding ~~any~~disclosure of conflicts of interests and risks, ~~actions~~adequacy ~~may~~of bepolicies ~~taken~~and procedures and advisory of alternative investment strategies or complex investment products. The SEC also highlighted its focus on investment advisers that are dually registered as broker-dealers and compliance with newly adopted SEC rules, ~~but~~including ~~such~~Regulations ~~regulation~~S-ID ~~could~~and S-P. Many firms have areceived ~~material~~inquiries ~~adverse~~during ~~effect~~examinations onor ~~our~~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 ~~results~~employees, group purchasing arrangements and general conflicts of ~~operations~~interest disclosures. While we believe we have made appropriate and timely disclosures regarding the foregoing, the SEC staff may disagree.

~~The~~Further, the SEC’s ~~recent~~continues ~~list~~to ofprioritize ~~examination~~the ~~priorities~~oversight ~~for~~of ~~investment~~registered ~~advisers includes such items as~~ investment ~~advisers’~~companies ~~adherence to fiduciary standards of conduct~~ and ~~effectiveness~~their ~~of advisers’~~ compliance programs, as well as ~~specific~~broker-dealer’s ~~priority~~compliance ~~areas~~with ~~for~~financial ~~advisers~~responsibility torule ~~private~~and ~~funds,~~trading-related ~~including~~practices. ~~accuracy~~The ofSEC ~~calculations~~has ~~and~~previously ~~allocations~~highlighted ofboard ~~private~~oversight ~~fund~~and ~~fees~~valuation ~~and~~practices ~~expense;~~for ~~disclosure~~vehicles ofregulated ~~conflicts~~or ofregistered ~~interests~~under ~~and~~the ~~risks,~~Investment ~~and~~Company ~~adequacy~~Act ofas ~~policies~~one ~~and~~of ~~procedures;~~its ~~and~~areas ~~compliance~~of ~~with~~focus ~~newly~~in ~~adopted~~investment ~~SEC~~adviser ~~rules,~~examinations ~~including~~and ~~amendments~~has toinstituted ~~Form~~enforcement PFactions ~~(see~~against ~~“—Conflicts~~advisers offor ~~Interest—Conflicts~~misleading ofinvestors ~~interest~~about ~~may~~valuation. ~~arise~~If inthe ~~our~~SEC ~~allocation~~were ofto ~~capital~~investigate and ~~co-investment~~find ~~opportunities”).~~errors ~~Many~~in ~~firms~~a ~~have~~Regulated ~~received~~Product’s ~~inquiries~~board’s ~~during examinations~~ (or ~~directly~~its ~~from the SEC~~designee’s) ~~Division~~methodologies ofor ~~Enforcement regarding various transparency-related topics~~procedures, ~~including~~we ~~the~~and/or ~~acceleration~~members of ~~monitoring~~any ~~fees,~~such ~~the~~product’s ~~allocation~~board ofand ~~broken-deal~~management ~~expenses,~~could ~~outside~~be ~~business~~subject ~~activities~~to ofpenalties ~~firm principals~~ and ~~employees~~fines, ~~group~~which ~~purchasing~~could ~~arrangements,~~harm ~~climate-related~~our ~~disclosures~~reputation and ~~general~~our ~~conflicts~~business, offinancial ~~interest~~condition ~~disclosures.~~and ~~While~~results weof ~~believe~~operations wecould ~~have~~be ~~made~~materially ~~appropriate~~ and ~~timely~~adversely ~~disclosures regarding the foregoing, the SEC staff may disagree~~affected.

Further, the SEC has highlighted BDC board oversight and valuation practices as one of its areas of focus in investment adviser examinations and has instituted enforcement actions against advisers for misleading investors about valuation. If the SEC were to investigate and find errors in a BDC board’s methodologies or procedures, we and/or members of any such BDC’s board and management could be subject to penalties and fines, which could harm our reputation and our business, financial condition and results of operations could be materially and adversely affected.

Our provision of asset management services to the insurance industry subjects us to a variety of risks and uncertainties.

In July 2024, we acquired KAM and established Blue Owl Insurance Solutions (“Insurance Solutions”). This platform offers insurance-focused strategies across a wide range of asset classes and risk ~~spectrum~~spectrums, including asset-backed finance, commercial real estate lending, private corporate credit and structured products. Insurance Solutions currently manages assets for a number of insurance and reinsurance companies and their affiliates pursuant to several investment management agreements and has developed, and may continue to develop, other capital-efficient products for insurance and reinsurance companies.

48The growth and performance of our Insurance Solutions platform will depend on our ability to obtain and maintain asset management arrangements and other investment partnerships with current and new insurance and/or reinsurance company clients. There is no assurance of whether or when we will be able to achieve the growth we expect, if at all. If we fail to deliver high-quality, high-performing products and strategies that help our insurance and reinsurance company clients meet long-term policyholder obligations, we may not be successful in retaining existing investment partnerships, developing new investment partnerships or originating or selling capital-efficient assets or products and such failure may have a material adverse effect on the growth of our Insurance Solutions platform, and on our overall business, results and financial condition.

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acquire and hold, marketing practices, affiliate transactions, reserve requirements and capital adequacy. These requirements are primarily concerned with the protection of policyholders, and regulatory authorities often have wide discretion in applying the relevant restrictions and regulations to insurance and reinsurance companies, ~~and~~which ~~their~~may ~~affiliates~~indirectly ~~pursuant~~affect tous ~~several~~as ~~investment~~a ~~management~~result ~~agreements~~of our relationships with our insurance and ~~has~~reinsurance ~~developed~~company clients. We may be the target or subject of, ~~and~~or may ~~continue~~have indemnification obligations related to, ~~develop~~litigation (including class action litigation by policyholders), enforcement investigations or regulatory scrutiny. Regulators and other ~~capital-efficient~~authorities ~~products~~generally ~~for~~have the power to bring administrative or judicial proceedings against insurance and/or reinsurance companies, which could result in, among other things, suspension or revocation of licenses, cease-and-desist orders, fines, civil penalties, criminal penalties or other disciplinary action. To the extent we are involved in such regulatory actions, our reputation could be harmed, we may become liable for indemnification obligations and we could potentially be subject to enforcement actions, fines and penalties.

The growth and performance of our Insurance Solutions platform will depend on our ability to obtain and maintain asset management arrangements and other investment partnerships with current and new insurance and/or reinsurance company clients. As we only recently began offering products focused on insurance and reinsurance company client balance sheets through Insurance Solutions as a result of our acquisition of KAM in July 2024, there is no assurance of whether or when we will be able to achieve the growth we expect, if at all. If we fail to deliver high-quality, high-performing products and strategies that help our insurance and reinsurance company clients meet long-term policyholder obligations, we may not be successful in retaining existing investment partnerships, developing new investment partnerships or originating or selling capital-efficient assets or products and such failure may have a material adverse effect on the growth of our Insurance Solutions platform, and on our overall business, results and financial condition.

The U.S. and non-U.S. insurance and reinsurance industries are subject to significant regulatory oversight. 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. These requirements are primarily concerned with the protection of policyholders, and regulatory authorities often have wide discretion in applying the relevant restrictions and regulations to insurance and reinsurance companies, which may indirectly affect us as a result of our relationships with our insurance and reinsurance company clients. We may be the target or subject of, or may have indemnification obligations related to, litigation (including class action litigation by policyholders), enforcement investigations or regulatory scrutiny. Regulators and other authorities generally have the power to bring administrative or judicial proceedings against insurance and/or reinsurance companies, which could result in, among other things, suspension or revocation of licenses, cease-and-desist orders, fines, civil penalties, criminal penalties or other disciplinary action. To the extent we are involved in such regulatory actions, our reputation could be harmed, we may become liable for indemnification obligations and we could potentially be subject to enforcement actions, fines and penalties.

Insurance and reinsurance regulatory authorities and regulatory support organizations in the U.S. and outside the U.S. have increased scrutiny of alternative asset managers’ involvement in the insurance and reinsurance industries, including with respect to the ownership by such managers or their affiliated funds of, and the management of assets on behalf of, insurance companies. For example, insurance regulators, including the National Association of Insurance Commissioners (“NAIC”) — the U.S. standard-setting and regulatory support organization for the insurance industry — have increasingly focused on the terms and structure of investment management agreements, including whether they are at arms’ length, establish a control relationship with the insurance company, grant the asset manager excessive authority or oversight over the investment strategy of the insurance company or provide for management fees that are not fair and reasonable or termination provisions that make it difficult or costly for the insurer to terminate the agreement. Regulators have also increasingly focused on the risk profile of certain investments held by insurance and reinsurance companies (including, without limitation, all or certain tranches of collateralized loan obligations and other structured securities), appropriateness of investment ratings and potential conflicts of interest, including affiliated investments, and potential misalignment of incentives and any potential risks from these and other aspects of an insurance or reinsurance company’s relationship with alternative asset managers that may impact the insurance or reinsurance company’s risk profile. This enhanced scrutiny may increase the risk of regulatory actions against us and could result in new or amended regulations that limit our ability, or make it more burdensome or costly, to enter into new investment management agreements with insurance or reinsurance companies and thereby grow our insurance strategy. Some of the arrangements we have or will develop with insurance and reinsurance companies involve complex U.S. and non-U.S. tax structures for which no clear precedent or authority may be available. Such structures may be subject to potential regulatory, legislative, judicial or administrative change, scrutiny or differing interpretations and any adverse regulatory, legislative, judicial or administrative changes, scrutiny or interpretations may result in substantial costs to insurance or reinsurance companies or us.

Insurance company investment portfolios are often subject to internal and regulatory requirements governing the categories and ratings of investment products and assets they may acquire and hold. Many of the insurance-focused strategies we originate or develop for, or other assets or investments we include in, insurance company portfolios will be rated and a ratings downgrade or any other negative action by a rating agency or the NAIC’s Securities Valuation Office (“SVO”), as applicable, with respect to such products, assets or investments could make them less attractive and limit our ability to invest or deploy capital on behalf of insurers. Furthermore, insurance and reinsurance companies are subject to certain minimum capital and surplus requirements that vary by the jurisdiction where the insurance or reinsurance company is domiciled and are generally subject to change over time. In the United States, our insurance company clients are subject to risk-based capital (“RBC”) standards and other minimum capital and surplus requirements imposed by state laws. The RBC standards are based upon the Risk-Based Capital for Insurers Model Act promulgated by the NAIC, as adopted by applicable clients’ insurance regulators. Our Bermuda reinsurance company clients are subject to Bermuda Solvency Capital Requirements standards and other minimum capital and surplus requirements imposed by the Bermuda Monetary Authority.

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minimum capital and surplus requirements imposed by state laws. The RBC standards are based upon the Risk-Based Capital for Insurers Model Act promulgated by the NAIC, as adopted by applicable clients’ insurance regulators. Our Bermuda reinsurance company clients are subject to Bermuda Solvency Capital Requirements standards and other minimum capital and surplus requirements imposed by the Bermuda Monetary Authority.

New statutory accounting guidance or changes or clarifications in interpretations of existing guidance may adversely impact our ability to originate, or invest in, such assets on behalf of our insurance and reinsurance company clients or cause such clients to increase their required capital in respect of such assets, thus making such assets less attractive to insurers, which may adversely affect our business. Certain proposals or exposure drafts released by insurance regulatory authorities, including the NAIC or the SVO, may result in changes to the risk-based capital treatment and/or ratings or re-ratings processes of certain assets or investments that are, or may be, held by our insurance company clients.

Regulations governing the operations of certain of our products affect their ability to raise, and the way in which the applicable products raise, additional capital.

Our BDCs have elected to be regulated as business development companies under the Investment Company Act. ~~Many~~and ofOWLCX ~~the~~is ~~regulations~~registered ~~governing~~as ~~business~~a ~~development companies restrict, among other things, the amount of leverage they can incur and co~~closed-~~investments~~end ~~and~~management ~~other~~investment ~~transactions~~company ~~with other entities within Blue Owl. Certain of our products may be restricted from engaging in transactions with our BDCs and their subsidiaries. As BDCs regulated~~ under the Investment Company Act,. ~~our~~Many ~~BDCs~~of ~~may issue debt securities or preferred stock and borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to~~ the ~~maximum~~regulations ~~amount permitted by the Investment Company Act.~~

BDCs are not generally able to issue and sell their common stock at a price below net asset value per share. BDCs may, however, issue and sell their common stock, or warrants, options or rights to acquire such common stock, at a price below the then-current net asset value of such common stock if (1) the applicable BDC’s board of directors determines that such sale is in the BDC’s best interests and the best interests of the BDC’s stockholders, and (2) the applicable BDC’s stockholders have approved, within the 12 months preceding any such sale, a policy and practice of making such sales. In any such case, the price at which the securities of BDCs are to be issued and sold may not be less than a price which, in the determination of the applicable board of directors, closely approximates the market value of such securities.

In addition, as BDCs that are subject to regulations under the Investment Company Act, our BDCs are currently permitted to incur indebtedness or issue senior securities only in amounts such that their asset coverage ratio equals at least 150% after each such issuance, except in the instance of OBDC II, which is required to maintain an asset coverage ratio of at least 200%. Our BDCs’ ability to pay dividends will be restricted if such BDC’s asset coverage ratio falls below the required asset coverage ratio and any amounts that it uses to service its indebtedness are not available for dividends to its common stockholders. Any of the foregoing circumstances could have a material adverse effect on our BDCs, and as a result, on us.

For U.S. federal income tax purposes, our BDCs have elected to be treated as RICs under Subchapter M of the Internal Revenue Code (the “Code”) and one or more products that we manage includes in its structure a REIT. To maintain their status as RICs or REITs, each such vehicle must meet, among other things, certain source of income, asset and annual distribution requirements. Qualification as a REIT also depends on a REIT’s ability to meet various tax requirements, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of their assets and the sources of their income. Each of our REITs and RICs (including our BDCs) is required to generally distribute to its stockholders at least 90% of its investment company taxable income to maintain its RIC or REIT status, as applicable. If a REIT or a RIC fails to qualify as a REIT or RIC in any taxable year, it will generally be subject to U.S. federal income tax at regular corporate rates, and applicable state and local taxes, which would reduce the amount of cash available for distribution to its investors. 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.

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 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. For example, we, our products and our products’ portfolio companies risk damage to our brands and reputations if we or they do not act (or are perceived to not act) responsibly either with respect to responsible investing

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processes or ESG-related practices. Adverse incidents related to ESG practices could impact the value of our brand, the brand of our products or our products’ portfolio companies, or the cost of our or their operations and relationships with investors, all of which could adversely affect our business and results of operations. Further, there can be no assurance that any of our ESG initiatives or commitments will meet the standards or expectations of investors or other stakeholders. There can be no assurance that we will be able to accomplish our goals related to responsible investing or ESG practices, as statements regarding our ESG and responsible investing commitments and priorities reflect our current estimates, plans and/or aspirations and are not guarantees that we will be able to achieve them within the timelines we announce or at all. Additionally, we are permitted to determine that it is not feasible or practical to implement or complete certain aspects of our responsible investing program or ESG initiatives based on cost, timing or other considerations.

In recent years, certain investors have placed increasing importance on policies and practices related to responsible investing and ESG for the products to which they commit capital and investors may decide not to commit capital to future fundraises based on their assessment of our approach to and consideration of ESG-related issues or risks. Similarly, a variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. 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. Similarly, it is expected that investor and/or stockholder demands will require us to spend additional resources and place increasing importance on business relevant ESG factors in our review of prospective investments and management of existing ones. Devoting additional resources to our responsible investing or ESG-related practices could increase the amount of expenses we or our investments are required to bear. For example, collecting, measuring, and reporting ESG information and metrics can be costly, difficult and time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal and other risks. To the extent our access to capital from investors focused on ESG ratings or ESG-related matters is impaired, we may not be able to maintain or increase the size of our existing products or raise sufficient capital for new products, which may adversely affect our revenues. 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”). Such perception or accusation could damage our reputation, result in litigation or regulatory actions and adversely impact our ability to raise capital.

At the same time, various stakeholders may have differing approaches to responsible investing activities or divergent views on the consideration of ESG topics, including in the countries in which Blue Owl operates and invests, as well as in the states and localities where Blue Owl serves public sector clients. These differing views increase the risk that any action or lack thereof with respect to our consideration of responsible investing or ESG-related practices will be perceived negatively. A growing number of states have enacted or proposed “anti-ESG” policies, legislation, issued related legal opinions and engaged in related litigation. For example: (i) boycott bills target financial institutions that “boycott” or “discriminate against” companies in certain industries (e.g., energy and mining) and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions and (ii) ESG investment prohibitions require that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG factors. If investors subject to such legislation view our products’ responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in our products, our ability to maintain the size of our products could be impaired, and/or it could negatively affect the results of our operations, cash flow, or price of our common stock. 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. In addition, state attorneys general, among others, have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Cases alleging discrimination based on similar arguments have been filed since that decision, with scrutiny of certain corporate DEI practices increasing throughout 2024. 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. The Executive Orders also indicate upcoming compliance investigations of private entities, including publicly traded companies, and changes to federal contracting regulations. If we do not successfully manage expectations across these varied stakeholder interests, it could erode stakeholder trust, impact our reputation, and/or constrain

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~~our~~governing ~~investment~~these ~~and~~products ~~fundraising~~restrict, ~~opportunities.~~among ~~Such~~other ~~scrutiny~~things, the amount of ~~both~~leverage ~~ESG~~they can incur and ~~DEI~~co-investments ~~related~~and ~~practices~~other ~~could~~transactions ~~expose~~with usother toentities ~~the~~within ~~risk~~Blue Owl. Certain of ~~investigations~~our orproducts ~~challenges~~may bybe ~~federal~~restricted from engaging in transactions with our Regulated Products and their subsidiaries. As entities regulated or ~~state~~registered ~~authorities~~under the Investment Company Act, ~~result~~our inRegulated ~~reputational~~Products ~~harm~~may ~~and/~~issue debt securities or ~~discourage~~preferred ~~certain~~stock ~~investors~~and borrow money from ~~investing~~banks inor ~~our~~other ~~products~~financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the Investment Company Act.

WeGenerally, our Regulated Products are ~~subject~~not able to ~~increasing~~issue ~~scrutiny~~and ~~from~~sell ~~regulators~~their ~~with~~common ~~respect~~stock toor ~~ESG-related~~shares, ~~issues~~as applicable, at a price below net asset value per share. However, in limited circumstances, our Regulated Products may issue and ~~the~~sell ~~regulatory~~their ~~disclosure~~common ~~landscape~~stock ~~surrounding~~or ~~related~~shares, ~~topics~~as ~~continues~~applicable, toat ~~evolve~~a price below net asset value per share if certain conditions are met, including, among other things, that stockholders or shareholders, as applicable, of the applicable Regulated Product approve such issuance or sale.

~~Responsible~~In ~~investing~~addition, ~~ESG~~as ~~practices~~BDCs ~~and~~that ~~ESG-related~~are ~~disclosures~~subject ~~have~~to ~~been~~regulations under the ~~subject~~Investment ofCompany ~~increased~~Act, ~~focus~~our byBDCs ~~certain~~are ~~regulators,~~currently ~~and~~permitted ~~regulatory~~to ~~initiatives~~incur ~~related~~indebtedness toor ~~ESG-specific~~issue ~~topics~~senior securities only in amounts such that ~~are~~their ~~applicable~~asset tocoverage usratio equals at least 150% after each such issuance, ~~our~~except ~~products~~in ~~and~~the ~~our~~instance ~~products’~~of ~~portfolio~~OBDC ~~companies~~II, ~~could~~which ~~adversely~~is ~~affect~~required ~~our~~to ~~business~~maintain an asset coverage ratio of at least 200%. ~~There~~OWLCX ~~has~~is ~~been~~currently apermitted ~~growing~~to ~~regulatory~~incur ~~interest~~indebtedness ~~across~~or ~~jurisdictions~~issue senior securities only in ~~improving~~amount ~~transparency~~such ~~regarding~~that ~~the~~its ~~definition,~~asset ~~measurement~~coverage ~~and~~ratio ~~disclosure~~equals ofat ~~ESG~~least ~~factors~~300% after each such issuance (or 200% in ~~order~~the tocase ~~allow~~of ~~investors~~preferred stock). Our Regulated Products’ ability to ~~validate~~pay ~~and~~dividends ~~better~~will ~~understand~~be ~~sustainability~~restricted ~~claims,~~if ~~including~~such inRegulated ~~the~~Product’s ~~United~~asset ~~States,~~coverage ratio falls below the ~~European~~required ~~Union~~asset coverage ratio and any amounts that it uses to service its indebtedness are not available for dividends to its common stockholders. Any of the ~~United~~foregoing ~~Kingdom~~circumstances could have a material adverse effect on our Regulated Products, and as a result, on us.

For ~~example~~U.S. federal income tax purposes, inour Regulated Products have elected to be treated as RICs under Subchapter M of the ~~United~~Internal ~~States,~~Revenue Code (the “Code”) and one or more products that we manage includes in ~~March~~its ~~2024~~structure a REIT. To maintain their status as RICs or REITs, ~~the~~each ~~SEC~~such ~~adopted~~vehicle ~~final~~must ~~rules~~meet, ~~intended~~among toother ~~enhance~~things, certain source of income, asset and ~~standardize~~annual ~~climate-related~~distribution ~~disclosures;~~requirements. ~~however,~~Qualification ~~these~~as ~~rules~~a ~~are~~REIT ~~stayed~~also ~~pending~~depends ~~the~~on ~~outcome~~a REIT’s ability to meet various tax requirements, which relate to organizational structure, diversity of ~~consolidated~~stock ~~legal~~ownership, ~~challenges~~and incertain restrictions with regard to the ~~Eighth~~nature ~~Circuit~~of ~~Court~~their assets and the sources of ~~Appeals~~their income. ~~Further~~Each of our REITs and RICs (including our Regulated Products) is required to generally distribute to its stockholders at least 90% of its investment company taxable income to maintain its RIC or REIT status, ~~the~~as ~~SEC~~applicable. ~~sometimes~~If ~~reviews~~a ~~compliance~~REIT ~~with~~or ~~ESG~~a ~~commitments~~RIC fails to qualify as a REIT or RIC in ~~examinations~~any taxable year, it will generally be subject to U.S. federal income tax at regular corporate rates, and itapplicable ~~has~~state ~~taken~~and ~~enforcement~~local ~~actions~~taxes, ~~against~~which ~~registered~~would ~~investment~~reduce ~~advisers~~the amount of cash available for ~~not~~distribution ~~establishing~~to ~~adequate~~its investors. If any of our Regulated Products or ~~consistently~~REITs ~~implementing~~fail ~~ESG~~to ~~policies~~maintain RIC or REIT, as applicable, tax treatment for any reason and ~~procedures~~are subject to ~~meet~~U.S. ~~ESG~~federal ~~commitments~~income totax ~~investors~~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.

~~In addition~~We, inour ~~October~~products ~~2023,~~and ~~California~~our ~~enacted~~products’ ~~legislation~~portfolio ~~that will ultimately require certain~~ companies ~~that~~are ~~(i)~~subject ~~do business in California~~ to ~~publicly~~increasing ~~disclose~~scrutiny ~~their~~from ~~Scopes~~certain 1investors, ~~2 and 3 greenhouse gas emissions, with~~ third party ~~assurance of such data~~assessors, and issue public reports on their climate-related financial risk and related mitigation measures and (ii) operate in California and make certain climate-related claims to provide enhanced disclosures around the achievement of climate-related claims, including the use of voluntary carbon credits to achieve such claims. From a European perspective, the European Union has adopted legislation aimed at increasing transparency for investors of sustainability-related policies, processes, performance and commitments which apply to certain of our ~~products~~stockholders, ~~including,~~regulators ~~without limitation: (a) the SFDR, for which most rules took effect beginning on March 10, 2021~~ and ~~(b)~~other ~~Regulation~~stakeholders ~~(EU)~~with ~~2020/852~~respect ~~on the establishment of a framework~~ to facilitate sustainable investment, and amending the SFDR. Further, the European Commission is currently considering whether to propose further changes or amendments to the SFDR and the associated regulatory framework. Relatedly, the European Securities and Markets Authority (“ESMA”) has identified promoting transparency through effective sustainability disclosures and addressing greenwashing as one of its key priorities per ESMA’s sustainable finance roadmap and strategy. ESMA has also introduced guidelines on funds with ESG~~, impact, transition or sustainability~~-related ~~terms in their names~~topics.

~~There~~We, ~~are~~our ~~still~~products ~~some~~and ~~uncertainties~~our ~~regarding~~products’ ~~the~~portfolio ~~operation~~companies offace ~~some~~increasing ofscrutiny ~~these~~from ~~requirements~~certain investors, third party assessors that measure companies’ ESG performance, our stockholders, regulators and ~~how~~other ~~they~~stakeholders ~~might~~related ~~evolve~~to ESG-related topics, including in relation to diversity and aninclusion, ~~established~~human ~~market~~rights, ~~practice~~environmental isstewardship, ~~still~~support ~~being~~for ~~developed~~local incommunities, ~~certain~~corporate ~~cases~~governance and transparency. For example, ~~which~~we, ~~can~~our ~~lead~~products and our products’ portfolio companies risk damage to ~~diverging~~our ~~implementation~~brands and/ reputations if we or ~~operationalization,~~they ~~data~~do ~~gaps~~not act (or ~~methodological~~are ~~challenges~~perceived ~~which~~to ~~may~~not ~~affect~~act) ~~our~~responsibly ~~ability~~either with respect to ~~collect~~responsible ~~relevant~~investing ~~data~~processes or ESG-related practices. ~~These~~Adverse ~~regimes~~incidents ~~continue~~related to ~~evolve~~ESG ~~and~~practices ~~there~~could isimpact ~~still~~the avalue ~~lack~~of our brand, the brand of ~~clarity~~our ~~and~~products ~~established~~or ~~practice~~our ~~around~~products’ portfolio companies, or the ~~approach~~cost toof our or their ~~supervision~~operations and ~~enforcement~~relationships with investors, all of which ~~may~~could ~~vary~~adversely ~~across~~affect ~~national~~our ~~competent~~business ~~authorities~~and results of operations. ~~There~~Further, isthere acan ~~risk~~be no assurance that aany ~~development~~of our ESG initiatives or ~~reorientation~~commitments inwill meet the ~~regulatory~~standards ~~requirements~~or expectations of investors or ~~market~~other ~~practice~~stakeholders. inThere ~~this~~can ~~respect~~be ~~could~~no assurance that we will be ~~adverse~~able to accomplish our ~~investments~~goals ifrelated ~~they~~to ~~are~~responsible ~~perceived~~investing toor beESG ~~less~~practices, ~~valuable~~ as astatements ~~consequence~~regarding ~~of,~~our ~~among~~ESG ~~other~~and ~~things,~~responsible ~~their~~investing ~~carbon~~commitments ~~footprint~~and orpriorities ~~perceived~~reflect ~~“greenwashing.”~~our ~~Compliance~~current ~~with~~estimates, ~~requirements~~plans ofand/or ~~this~~aspirations ~~nature~~and ~~may~~are ~~also~~not ~~increase~~guarantees ~~risks~~that ~~relating~~we towill ~~financial~~be ~~supervision~~able ~~and~~to ~~enforcement~~achieve ~~action.~~them ~~There~~within is the ~~additional~~timelines ~~risk~~we ~~that~~announce ~~market~~or ~~expectations~~at inall. ~~relation~~Additionally, towe ~~certain~~are ~~commitments~~permitted ~~under~~to ~~the~~determine ~~SFDR,~~that ~~such~~it asis ~~disclosures~~not ~~made~~feasible inor ~~relation~~practical to ~~financial~~implement ~~products,~~or ~~could~~complete ~~adversely~~certain ~~affect~~aspects of our ~~ability~~responsible toinvesting ~~raise~~program ~~capital~~or ESG initiatives based on cost, ~~especially~~timing ~~from~~or ~~EEA~~other ~~investors~~considerations.

~~There~~In ~~are~~recent ayears, ~~variety~~certain ofinvestors ~~other~~have ~~regulatory~~placed ~~initiatives~~increasing ~~related~~importance toon ~~ESG-specific~~policies ~~topics~~and ~~that~~practices ~~may~~related ~~be applicable~~ to ~~us,~~responsible ~~our~~investing ~~products~~and orESG ~~our~~for the products’ ~~portfolio~~to ~~companies.~~which ~~For~~they ~~example,~~commit oncapital ~~January~~and 5,investors ~~2023,~~may ~~the~~decide ~~CSRD~~not ~~came~~to ~~into~~commit ~~effect.~~capital ~~The~~to ~~CSRD~~future ~~amends~~fundraises ~~and~~based ~~strengthens the rules introduced~~ on ~~sustainability~~their ~~reporting~~assessment ~~for~~of ~~companies,~~our ~~banks~~approach to and ~~insurance~~consideration ~~companies~~of ~~under the Non~~ESG-~~Financial~~related ~~Reporting~~issues ~~Directive~~or ~~(2014/95/EU) (“NFRD”)~~risks. ~~The~~Similarly, ~~CSRD requires~~ a ~~much~~variety ~~broader~~of ~~range~~organizations ofmeasure ~~companies,~~the ~~including~~performance ~~non-EU~~of companies ~~with~~on ~~significant~~ESG ~~turnover~~topics, and athe ~~legal~~results ~~presence~~of inthese EUassessments ~~markets,~~are towidely ~~produce~~publicized. ~~detailed~~If ~~and~~our ~~prescriptive~~responsible ~~reports~~investing onor ~~sustainability~~ESG-related ~~matters~~practices ~~within~~or ~~their~~ratings ~~financial~~do ~~statements.~~not ~~Although~~meet wethe ~~are~~standards ~~not~~set ~~currently~~by ~~directly~~such ~~in-scope~~investors ofor ~~CSRD~~organizations, itor isif ~~possible that~~ we ~~may~~receive ~~become~~a ~~subject~~negative torating ~~CSRD.~~or ~~This~~assessment ~~may~~from ~~result~~any insuch ~~additional~~organization, ~~compliance~~or ~~burdens~~if ~~and~~we ~~increased legal~~fail, ~~accounting~~or ~~and~~are ~~compliance~~perceived ~~costs~~to ~~and~~fail, ~~enhanced~~to ~~disclosure~~demonstrate ~~obligations.~~

In November 2023, the Sustainability Labelling and Disclosure of Sustainability-Related Financial Information Instrument 2023 (“SDR”) introduced sustainability disclosure requirements, voluntary investment product labels and an “anti-greenwashing” rule. The anti-greenwashing rule applies to all UK-authorized firms in relation to sustainability-related claims made in their communications, and/or communications of financial promotions with, clients in the UK. The balance of the new

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~~regime~~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. Similarly, it is ~~currently~~expected ~~directed~~that atinvestor UKand/or ~~investment~~stockholder ~~funds~~demands will require us to spend additional resources on and ~~UK-regulated~~place ~~asset~~continued ~~management~~importance ~~firms~~on asbusiness ~~well~~relevant asESG ~~distributors~~factors in our review of ~~such~~prospective ~~funds;~~investments ~~however,~~and ~~the~~management ~~FCA~~of ~~consulted~~existing inones. ~~Spring~~Devoting ~~2024~~additional asresources to ~~whether~~our toresponsible ~~extend~~investing or ESG-related practices could increase the ~~SDR~~amount of expenses we or our investments are required to ~~portfolio~~bear. ~~management~~For example, collecting, measuring, and ~~the~~reporting UKESG ~~Government~~information ~~also~~and ~~announced~~metrics incan ~~May~~be ~~2024~~costly, ~~its~~difficult ~~intention~~and time consuming, is subject to ~~launch~~evolving areporting ~~consultation~~standards, onand ~~whether~~can topresent ~~extend~~numerous operational, reputational, financial, legal and other risks. To the ~~scope~~extent ofour ~~SDR~~access to ~~overseas~~capital ~~funds~~from investors focused on ESG ratings or ESG-related matters is impaired, ~~and~~we somay ~~certain~~not be able to maintain or increase the size of our existing products or raise sufficient capital for new products, which may adversely affect our revenues. 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 ~~affected~~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 ~~future~~financial services sector (the “SFDR”). Such perception or accusation could damage our reputation, result in litigation or regulatory actions and adversely impact our ability to raise capital.

At the same time, various stakeholders may have differing approaches to responsible investing activities or divergent views on the consideration of ESG topics, including in the countries in which Blue Owl operates and invests, as well as in the states and localities where Blue Owl serves public sector clients. These differing views increase the risk that any action or lack thereof with respect to our consideration of responsible investing or ESG-related practices will be perceived negatively. Several states, the executive branch, federal agencies and Congress have enacted, proposed or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives, issued related legal opinions and engaged in related investigations and litigation. For example: (i) boycott bills target financial institutions that “boycott” or “discriminate against” companies in certain industries (e.g., energy and mining) and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions; and (ii) ESG investment prohibitions require that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG factors. If investors subject to such legislation view our products’ responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in our products, our ability to maintain the size of our products could be impaired, and/or it could negatively affect the results of our operations, cash flow, or price of our common stock. 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. In addition, state attorneys general, among others, have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Cases alleging discrimination based on similar arguments have been filed since that decision, with scrutiny of certain corporate diversity, equity and inclusion (“DEI”) practices increasing throughout 2025. 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. The Executive Orders have resulted in upcoming compliance investigations of private entities, including publicly traded companies, and changes to federal contracting regulations. If we do not successfully manage expectations across these varied stakeholder interests, it could erode stakeholder trust, impact our reputation, and/or constrain our investment and fundraising opportunities. Such scrutiny of both ESG and DEI related practices could expose us to additional compliance obligations, the risk of litigation, investigations or challenges by federal or state authorities, result in reputational harm and/or discourage certain investors from investing in our products.

We are subject to increasing scrutiny from regulators with respect to ESG-related issues and the regulatory disclosure landscape surrounding related topics continues to evolve.

Responsible investing, ESG practices and ESG-related disclosures have been the subject of increased focus by certain regulators, and regulatory initiatives related to ESG-specific topics that are applicable to us, our products and our products’ portfolio companies could adversely affect our business. There has been a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims, including in the United States, the EU and the UK.

For example, the SEC sometimes reviews compliance with ESG commitments in examinations, and it has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investors.

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In addition, in October 2023, California enacted legislation that will ultimately require certain companies that (i) do business in California to publicly disclose their Scopes 1, 2 and 3 greenhouse gas emissions, with third party assurance of such data (Climate Corporate Data Accountability Act, or “SB 253”), and issue public reports on their climate-related financial risk and related mitigation measures (Climate-related Financial Risk Act, or “SB 261”) and (ii) operate in California and make certain climate-related claims to provide enhanced disclosures around the achievement of climate-related claims, including the use of voluntary carbon credits to achieve such claims. Pending litigation against SB 253 and SB 261 creates ongoing uncertainty around the enforceability of these requirements and the timeline and cost of compliance, and certain requirements are currently enjoined. From a European perspective, the EU has in place regulations aimed at increasing transparency for investors of sustainability-related policies, processes, performance and commitments which apply to certain of our products, including, without limitation: (a) the SFDR, for which most rules took effect beginning on March 10, 2021 and (b) Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment, and amending the SFDR. In November 2025, the European Commission published a draft legislative proposal to revise SFDR to introduce, among others, new categories for sustainability-related financial products with related criteria that are required to be met for each category. Relatedly, the European Securities and Markets Authority (“ESMA”) has identified promoting transparency through effective sustainability disclosures and addressing greenwashing as one of its key priorities per ESMA’s sustainable finance roadmap and strategy. ESMA has also introduced guidelines on funds with ESG, impact, transition or sustainability-related terms in their names.

There are still some uncertainties regarding the operation of some of these requirements and how they might evolve, and an established market practice is still being developed in certain cases, which can lead to diverging implementation and/or operationalization, data gaps or methodological challenges which may affect our ability to collect relevant data. These regimes continue to evolve and there is still a lack of clarity and established practice around the approach to their supervision and enforcement, which may vary across national competent authorities. There is a risk that a development or reorientation in the regulatory requirements or market practice in this respect could be adverse to our investments if they are perceived to be less valuable as a consequence of, among other things, their carbon footprint or perceived “greenwashing.” Compliance with requirements of this nature may also increase risks relating to financial supervision and enforcement action. There is also a risk that market expectations in relation to SFDR categorization of financial products could adversely affect our ability to raise capital, especially from EEA investors.

In November 2023, the Sustainability Labelling and Disclosure of Sustainability-Related Financial Information Instrument 2023 introduced sustainability disclosure requirements, voluntary investment product labels and an “anti-greenwashing” rule. The anti-greenwashing rule applies to all UK-authorized firms in relation to sustainability-related claims made in their communications, and/or communications of financial promotions with, clients in the UK. The balance of the new regime is currently directed at UK investment funds and UK-regulated asset management firms as well as distributors of such funds.

In Asia, examples of ESG-related regulations include those by regulators in Singapore and Hong Kong have released guidelines for asset managers to integrate climate risk considerations in investment and risk management processes, together with enhanced disclosure and reporting and have also issued enhanced rules for certain ESG funds on general ESG risk management and disclosure.

As a result of these and other legislative and regulatory initiatives, and as our business grows through acquisition activity or changes to our structure, we may be required to provide additional disclosure to investors in our products with respect to ESG matters. This exposes us to increased disclosure risks, for example due to a lack of available or credible data, and the potential for conflicting disclosures may also expose us to an increased risk of misstatement litigation or miss-selling allegations. Failure to manage these risks could result in a material adverse effect on our business in a number of ways. Compliance with frameworks of this nature may create an additional compliance burden and increased legal, compliance, governance, reporting and other costs to funds and/or fund managers because of the need to collect certain information to meet the disclosure requirements. In addition, where there are uncertainties regarding the operation of the framework, a lack of official, conflicting or inconsistent regulatory guidance, a lack of established market practice and/or data gaps or methodological challenges affecting the ability to collect relevant data, funds and/or fund managers may be required to engage third party advisers and/or service providers to fulfil the requirements, thereby exacerbating any increase in compliance burden and costs. To the extent that any applicable jurisdictions enact similar laws and/or frameworks, there is a risk that our products may not be able to maintain alignment of a particular investment with such frameworks, and/or may be subject to additional compliance burdens and costs, which might adversely affect the investment returns of our products.

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Climate change and climate-related effects may expose us to systemic, global and macroeconomic risks and could adversely affect our business and the businesses of our products’ portfolio companies.

Global climate change is widely considered to be a significant threat to the global economy. We, our products and our products’ portfolio companies may face risks associated with climate change, including physical risks such as an increased frequency or severity of extreme weather events and rising sea levels and temperatures. For some of our products and our products’ portfolio companies, climate change may also impact their profitability and costs, as well as pose systemic risks for their businesses. For example, to the extent weather conditions are affected by climate change, energy use by us, our products or our products’ portfolio companies could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of us, our products or our products’ portfolio companies. On the other hand, a decrease in energy use due to weather changes may affect some of our products’ portfolio companies’ financial condition through decreased revenues. Additionally, extreme weather conditions in general require more system backup, adding to costs, including costs of insurance (particularly for real estate in certain regions), and can contribute to increased system stresses, including service interruptions.

~~The United States is currently a party to the Paris Agreement, which includes commitments from countries to reduce their greenhouse gas emissions, among other commitments.~~ While the ~~new Presidential administration recently announced the~~ United States’ ~~withdrawal~~has withdrawn from the Paris Agreement, ~~the withdrawal is not expected to go into effect until early 2026. 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 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.

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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.

Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business and our products.

Our business is highly dependent on information systems and technology. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Cybersecurity has become a priority for regulators in the U.S. and around the world. ~~Recently~~In July 2023, the SEC adopted ~~new~~ rules ~~related~~requiring public companies to disclose material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, ~~for~~strategy, ~~registered~~and ~~investment~~governance ~~advisers,~~in ~~registered~~annual ~~investment~~reports. ~~companies~~The ~~and~~SEC ~~business~~has ~~development~~also ~~companies~~particularly focused on cybersecurity, asand ~~well~~we asexpect ~~amendments~~increased toscrutiny ~~certain~~of ~~rules~~our ~~that~~policies ~~govern~~and ~~investment~~systems ~~adviser~~designed to manage our cybersecurity risks and ~~fund~~our related disclosures as a result. In ~~July~~May ~~2023~~2024, the SEC adopted ~~rules~~amendments ~~requiring~~to ~~public~~Regulation ~~companies~~S-P tothat ~~disclose~~require ~~material~~covered ~~cybersecurity~~institutions, ~~incidents~~such onas ~~Form~~registered ~~8-K~~investment advisers, to develop, implement, and ~~periodic~~maintain ~~disclosure~~written ofpolicies aand ~~registrant’s~~procedures ~~cybersecurity~~for ~~risk~~an ~~management~~incident response program that is reasonably designed to detect, ~~strategy~~respond to, and ~~governance~~recover infrom ~~annual~~unauthorized ~~reports.~~access ~~The~~to ~~rules~~or ~~became~~use ~~effective~~of ~~beginning~~customer ~~with~~information. ~~annual~~The ~~reports~~amendments ~~for~~also ~~fiscal~~require ~~years~~that ~~ending~~the onresponse orprogram ~~after~~include ~~December~~procedures 15for, ~~2023~~with ~~and~~certain ~~beginning~~limited ~~with~~exceptions, ~~Form~~covered ~~8-Ks~~institutions onto ~~December~~provide ~~18,~~notice ~~2023.~~to ~~The~~individuals ~~SEC~~whose ~~has~~sensitive ~~also~~customer ~~particularly~~information ~~focused~~was onor ~~cybersecurity,~~is ~~and~~reasonably welikely ~~expect~~to ~~increased~~have ~~scrutiny~~been ofaccessed ~~our~~or ~~policies~~used ~~and~~without ~~systems~~authorization. ~~designed~~The toamendments ~~manage~~took ~~our~~effect ~~cybersecurity~~on ~~risks~~August 2, 2024, and ~~our~~had ~~related~~a ~~disclosures~~compliance asdeadline aof ~~result~~December 3, 2025 for large entities. We also have faced, and expect to continue to face, increased costs to comply with the new SEC rules, including increased costs for cybersecurity training and management.

Many jurisdictions in which we operate have laws and regulations relating to data protection, privacy, cybersecurity and/or information security to which we may be subject (collectively, “Privacy Laws”). Compliance with applicable Privacy Laws may require adhering to stringent legal and operational requirements, which could increase compliance costs for us and require the dedication of additional time and resources to compliance. A failure to comply with applicable Privacy Laws could result in fines, sanctions, enforcement actions or other penalties or reputational damage. In addition, the SEC has indicated in recent periods that one of its examination priorities for the Division of Examinations is to continue to examine cybersecurity procedures and controls, including testing the implementation of these procedures and controls.

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There may be substantial financial penalties or fines for a failure to comply with applicable Privacy Laws (which may include insufficient security for our personal or other sensitive information). For example, failure to comply with Regulation (EU) 2016/679 (the “GDPR”) and the GDPR as it forms part of the laws of England and Wales, Scotland and Northern Ireland (the “UK GDPR”) could (in the worst case) attract regulatory penalties up to the greater of (i) 20 million Euros in respect of the GDPR / £17.5 million in respect of the UK GDPR (as applicable), and (ii) 4% of group annual worldwide turnover, as well as the possibility of other enforcement actions (such as suspension of processing activities and audits), and liabilities from third-party claims.

Our operations will be impacted by a growing movement to adopt comprehensive privacy and data protection laws similar to the GDPR, including in the U.S., where such laws focus on privacy as an individual right in general. For example, the State of California passed the California Consumer Privacy Act of 2018 ~~(as amended~~, ~~the “CCPA”),~~ which took effect on January 1, 2020., ~~The~~was ~~CCPA~~amended generally applies to businesses that collect personal information about California consumers and meet certain thresholds with respect to revenue or buying and/or selling consumers’ personal information. The CCPA imposes stringent legal and operational obligations on ~~such~~December ~~businesses as well as certain affiliated entities that share common branding. The CCPA is enforceable by the California Attorney General. Additionally~~16, ~~if unauthorized access~~2020, ~~theft,~~and orfully ~~disclosure~~adopted ofin aMarch ~~consumer’s~~2023 ~~personal~~(as ~~information occurs~~amended, ~~and~~ the ~~business did not maintain reasonable security practices, consumers could file a civil action (including a class action~~“CCPA”) ~~without having to prove actual damages~~. Statutory damages range from $100 to $750 per consumer per incident, or actual damages, whichever is greater. The California Attorney General also may impose civil penalties ranging from $2,500 to $7,500 per violation. Further, California passed the California Privacy Rights Act of 2020 (the “CPRA”) to amend and extend the protections of the CCPA. Under the CPRA, which became effective on January 1, 2023, California established a new state agency focused on the enforcement of its privacy laws, leading to greater levels of enforcement and greater costs related to compliance with the CCPA and CPRA.

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 ~~could~~ impose similarly significant costs, potential liabilities and operational and legal obligations. Further, the fund’s portfolio companies and/or each of their affiliates are subject to regulations related to privacy, data protection and information security in the jurisdictions in which they do business. Such laws and regulations vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens and the potential for significant liability on regulated entities.

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. For example, the SEC’s most recent amendments to Regulation S-P require notification of affected customers no later than 30 days after becoming aware of a security incident that compromises their sensitive customer information. Breaches in security could potentially jeopardize our, our employees’ or our product investors’ or counterparties’ confidential or other information processed and stored in, or transmitted through, our computer systems and networks (or those of our third party vendors), or otherwise cause interruptions or malfunctions in our, our employees’, our product investors’, our counterparties’ or third parties’ operations, which could result in significant losses, increased costs, disruption of our business, liability to our product investors and other counterparties, fines or penalties, litigation, regulatory intervention or reputational damage, which could also lead to loss of product investors or clients.

54Our use of AI technologies could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal and regulatory risks in ways that we cannot predict.

Recent technological advances in AI technologies, as well as the rapid growth and widespread use thereof, present risks to our business, products, portfolio companies and investments. AI technologies may result in significant and disruptive changes in companies, sectors or industries, including those in which we invest, and the continued development and adoption of AI technologies could increase the risk of defaults and material declines in business performance across various industries and at specific companies within an industry, even while other companies in such industry benefit from the development and adoption of AI technologies. Any such changes could also render our underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent our competitors or the competitors of our portfolio companies or investments make more efficient or extensive use of AI technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI technologies, which could adversely affect our business, products, portfolio companies and investments. Additionally, we, our products and investments could be further exposed to the risks of AI technologies if third-party service providers or any counterparties, whether or not known to us, use AI technologies in their business activities. We will not be able to control the use of AI technologies in third-party products or services, including those provided by our and our affiliates’ service providers. Additionally, we and our personnel expect to use AI technologies in connection with our business activities, including to support our due diligence and investment activities. AI technologies are generally highly reliant on the collection and analysis

of large amounts of data, and it is not possible or practicable to review all data upon which AI technologies are trained, or

which are otherwise utilized. AI technologies are also highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies, errors or biases in this data could lead to errors affecting our decision-making and investment processes which could have adverse impacts on us, our products, our portfolio companies and our investments. Furthermore, AI technologies may produce outputs that are inaccurate, incomplete or biased. To the extent we rely on such outputs, errors or limitations in AI technologies could adversely affect our business, investment decisions, or results of operations. We may also communicate externally regarding AI technology-related initiatives, including our development and

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~~information.~~use ~~Breaches~~of inAI ~~security could potentially jeopardize our~~technologies, ~~our~~which ~~employees’~~subjects orus ~~our~~to ~~product~~the ~~investors’~~risk orof ~~counterparties’~~being ~~confidential~~accused ~~or other information processed and stored in, or transmitted through, our computer systems and networks (or those~~ of ~~our~~making ~~third~~inaccurate ~~party vendors),~~ or ~~otherwise~~misleading ~~cause~~statements ~~interruptions~~regarding ~~or malfunctions in~~ our, ~~our~~ability ~~employees’,~~to ~~our~~avail ~~product~~ourselves ~~investors’, our counterparties’ or third parties’ operations, which could result in significant losses, increased costs, disruption~~ of ~~our~~the ~~business,~~potential ~~liability~~benefits ~~to our product investors and other counterparties, fines or penalties, litigation, regulatory intervention or reputational damage, which could also lead to loss~~ of ~~product~~AI ~~investors or clients~~technologies.

~~Finally~~Further, ~~there~~the ~~continues~~use toof beAI ~~significant~~technologies ~~evolution~~could ~~and~~include ~~developments in~~ the ~~use~~input of ~~artificial~~confidential ~~intelligence~~information, ~~technologies~~including non-public information, ~~such~~either asby ~~ChatGPT.~~us, Weour ~~cannot~~portfolio ~~fully~~companies ~~determine~~and ~~the~~investments ~~impact~~(including their personnel) or ~~cybersecurity~~third ~~risk~~parties ofin ~~such~~contravention ~~evolving~~of ~~technology~~non-disclosure toagreements, our ~~business~~policies, atcontractual ~~this~~or ~~time.~~other Weobligations ~~may~~or ~~incorporate,~~restrictions ~~directly~~to orwhich ~~through~~any ~~third-party~~of ~~vendors,~~ the ~~use~~foregoing ofor ~~artificial~~any ~~intelligence~~of ~~(“AI”)~~their ~~into~~affiliates ~~our~~or ~~business~~representatives ~~and~~are ~~operations~~subject to, ~~and~~or ~~anticipate~~otherwise ~~that~~in ~~usage~~violation ~~and~~of ~~adoption~~applicable oflaws AIor inregulations ~~the~~relating ~~marketplace~~to ~~will~~treatment ~~continue~~of toconfidential ~~grow.~~and/or Aspersonally ~~with~~identifiable ~~many~~information ~~disruptive~~(including ~~innovations,~~material AInon-public ~~presents~~information). ~~risks~~By ~~and~~inputting ~~challenges~~data ~~that~~into ~~could~~AI ~~affect~~technologies, ~~its~~such ~~accuracy~~confidential ~~and~~information ~~adoption~~may ~~and~~become ~~therefore~~part ~~our~~of ~~business.~~a ~~While~~dataset wethat ~~intend~~is ~~the~~accessible ~~use~~by ofother ~~any~~third-party AI totechnologies ~~make~~and ~~processes~~users. ~~more efficient~~Further, some AI ~~models~~technologies scenarios may ~~not~~present ~~achieve~~ethical ~~sufficient levels of accuracy~~issues. AIFor ~~algorithms~~example, ~~may~~if ~~be flawed~~we, ~~the~~our ~~datasets~~products onor ~~which~~our ~~such~~products’ ~~algorithms~~portfolio ~~are~~companies ~~trained~~use, ~~may~~enable beor ~~insufficient,~~offer ~~raise~~AI ~~privacy~~technologies ~~concerns~~that oris ~~contain~~controversial ~~biased~~because ~~information,~~of ~~which~~their ~~could~~impact ~~undermine~~on ~~the~~human ~~decisions~~rights, ~~predictions~~privacy, employment or ~~analysis~~other AIsocial ~~applications~~issues, ~~produce~~we, ~~subjecting~~our usproducts toor ~~competitive~~our ~~harm,~~portfolio ~~legal~~companies ~~liability,~~may ~~and~~experience brand or reputational harm. AWhile ~~number~~we ofmay ~~jurisdictions~~utilize ~~have~~AI ~~passed~~technologies ~~laws~~in ~~and~~connection ~~implemented~~with ~~regulations,~~our orbusiness ~~are~~activities, ~~considering~~including ~~the~~investment ~~same~~activities, ~~related~~we intend to ~~the~~periodically ~~use~~evaluate ~~of AI~~ and/or ~~affecting~~adjust AIinternal ~~companies,~~policies ~~which~~governing ~~could~~the ~~limit~~use orof ~~adversely~~AI ~~affect~~technologies by our ~~business~~personnel. ~~For~~Notwithstanding ~~example,~~any ~~the~~such EUpolicies, ~~Artificial~~personnel, ~~Intelligence~~executive ~~Act~~officers, ~~enacted~~industry onspecialists, 14and ~~March~~other ~~2024~~persons ~~will~~associated ~~incrementally~~with ~~come~~our ~~into~~business, ~~force~~products, ~~over~~products’ ~~the~~portfolio ~~next~~companies ~~two~~and ~~years.~~investments Itor ~~has~~any ~~extra-territorial~~affiliates ~~application~~could, ~~and~~unbeknownst ~~imposes significant penalties up~~ to ~~the~~us, ~~greater~~utilize ~~of:~~AI ~~(i)~~technologies ~~€35~~in ~~million;~~contravention ~~and (ii) 7%~~ of ansuch ~~entire group’s total annual worldwide turnover~~policies.

~~Further~~AI technologies, weincluding ~~may~~in ~~not~~the beprivate ~~able~~investment and financial sectors, continue to ~~control~~develop ~~how~~rapidly, ~~third-party~~and AIit ~~technologies~~is impossible to predict the future risks that wemay ~~choose~~arise tofrom ~~use~~such ~~are~~developments. ~~developed~~A ornumber ~~maintained~~of jurisdictions have passed laws and implemented regulations, or ~~how~~are ~~data~~considering wethe ~~input~~same, isrelated ~~used~~to orthe ~~disclosed~~use and development of AI technologies, ~~even~~which ~~where~~could weadversely ~~have~~affect ~~sought~~us, ~~contractual~~our ~~protections~~business ~~with~~activities ~~respect~~and toour ~~these~~investments ~~matters~~and their businesses. ~~The~~In ~~misuse~~addition, orintellectual ~~misappropriation~~property ofownership ~~our~~issues, ~~data~~licensing ~~could~~and ~~have~~privacy anrights ~~adverse~~surrounding ~~impact~~AI ontechnologies ~~our~~are ~~reputation~~evolving and ~~could~~have ~~subject~~not been fully addressed by U.S. federal or state courts or foreign jurisdictions, which may expose us, toour ~~legal~~portfolio companies and ~~regulatory~~our ~~investigations~~investments ~~and/~~to claims of intellectual property infringement or ~~actions~~misappropriation or privacy rights violations, or result in inquiries by government bodies or agencies.

We are subject to litigation and public perception risks, and consequently, we may face liabilities and damage to our professional reputation.

Legal liability and negative publicity relating to our business or the markets in which we operate could have a material adverse effect on our business, financial condition or results of operations or cause reputational harm to us. We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional services to attract and retain product investors and to pursue investment opportunities for our products. As a result, allegations ~~of improper conduct asserted~~ by private ~~litigants~~actors, or regulators, ~~regardless~~or employees of ~~whether~~improper ~~the~~conduct ~~ultimate~~by ~~outcome~~us, iseven ~~favorable~~if ~~or unfavorable to us~~unfounded, as well as negative publicity and press speculation about us, our investment activities, our products, our personnel or Partner Managers or the investment industry in general, whether or not valid, may harm our reputation, which may be damaging to our business and business prospects. In recent periods, there has been increased negative publicity with respect to the private credit industry, which could in the future harm our reputation and adversely affect our client relationships and fundraising efforts.

In addition, the laws and regulations governing the limited liability of such issuers and investments vary from jurisdiction to jurisdiction, and in certain contexts the laws of certain jurisdictions may provide not only for carve-outs from limited liability protection for the issuer or portfolio company that has incurred the liabilities, but also for recourse to assets of other entities under common control with, or that are part of the same economic group as, such issuer. For example, if any of our products’ investments is subject to bankruptcy or insolvency proceedings in a jurisdiction and is found to have liabilities under the local consumer protection, labor, tax or bankruptcy laws, the laws of that jurisdiction may permit authorities or creditors to file a lien on, or to otherwise have recourse to, assets held by other investments (including assets held by our products) in that jurisdiction. There can be no assurance that we will not be adversely affected as a result of the foregoing risks.

We may not be able to maintain sufficient insurance to cover us for potential litigation or other risks.

We may not be able to maintain sufficient insurance on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face in connection with potential claims, which could have a material adverse effect on our business. We may face a risk of loss from a variety of claims, including related to securities, antitrust, contracts, cybersecurity, fraud and various other potential claims, whether or not such claims are valid. Insurance and other safeguards might only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we may be required to pay a substantial amount in respect of such successful claim. Certain losses of a catastrophic nature, such as losses arising as a result of wars, systemic risk associated with cyber-kinetic warfare, earthquakes, typhoons, floods, tsunamis, fires, pandemics, health crises, terrorist attacks or other similar events, may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our investment funds and their investments. In general, losses related to terrorism and catastrophic nation-state hacks are becoming harder and more expensive to insure against. Some insurers are excluding terrorism coverage from their all-risk policies. In some cases, insurers are offering significantly limited coverage

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insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our investment funds and their investments. In general, losses related to terrorism, cyber incidents and catastrophic nation-state hacks are becoming harder and more expensive to insure against. Some insurers are excluding terrorism coverage from their all-risk policies. In some cases, insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property. As a result, we, our products and their investments may not be insured against terrorism or certain other catastrophic losses.

Loans under our Revolving Credit Facility and the financial credit we extend to our portfolio companies bear interest based

on SOFR, but the market's experience with SOFR based loans is still limited.

Our products, and in particular our BDCs, historically used LIBOR, the London Interbank Offered Rate, as a reference rate in term loans they extended to portfolio companies. The terms of our BDCs’ debt investments generally included minimum interest rate floors which were calculated based on LIBOR.

In July 2017, the FCA, as supervisor of ICE Benchmark Administrator (“IBA”), the administrator of LIBOR, announced that it would phase out LIBOR by the end of 2021 (later extended to the end of June 2023 for USD LIBOR only). IBA ceased publishing GBP, EUR, CHF and JPY LIBOR rates on January 1, 2022 and ceased publishing overnight and 12-month USD LIBOR on June, 30 2023. In January 2023, the Federal Reserve adopted a final rule implementing the LIBOR Act that, among other things, identifies the applicable SOFR-based benchmark replacements under the LIBOR Act.

SOFR is considered to be a risk-free rate, and USD LIBOR was a risk weighted rate. Thus, SOFR tends to be a lower rate than USD LIBOR, because SOFR does not contain a risk component. This difference may negatively impact our net interest margin of our investments. Also, the use of SOFR based rates is relatively new, and market experience with SOFR based rate loans is limited. There could be unanticipated difficulties or disruptions with the calculation and publication of SOFR based rates. This could result in increased borrowing costs for the Company or could adversely impact the interest income our products receive from their portfolio companies or the market value of the financial obligations that are due to our products from their portfolio

companies.

Failure to comply with “pay to play” regulations implemented by the SEC and certain states, and changes to the “pay to play” regulatory regimes, could adversely affect our business.

Certain states and other regulatory authorities require investment managers to register as lobbyists. We, and certain of our employees, are registered as lobbyists in California and in New York. These registration requirements impose significant compliance obligations on registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports and internal record keeping, and may also prohibit the payment of contingent fees.

Under applicable SEC rules, investment advisers are required to implement compliance policies designed, among other matters, to track contributions by certain of the adviser’s employees and engagements of third parties that solicit government entities and to keep certain records to enable the SEC to determine compliance with the rule. In addition, there have been similar rules on a state level regarding “pay to play” practices by investment advisers. FINRA has its own set of “pay to play” regulations that are similar to the SEC’s regulations.

As we have public pension plans that are investors in our products, these rules could impose significant economic sanctions on our business if we or one of the other persons covered by the rules make any prohibited contribution or payment, whether or not material or with an intent to secure an investment from a public pension plan. We may also acquire other investment managers or hire additional personnel who are not subject to the same restrictions as us, but whose activity, and the activity of their employees, prior to our ownership or employment of such person, could affect our product raising. Any failure on our part to comply with these rules could cause us to lose compensation for our advisory services or expose us to significant penalties and reputational damage.

Failure to comply with anti-corruption laws or with regulations regarding the prevention of money laundering or terrorism or national security could adversely affect our business.

We are committed to complying with all applicable anti-corruption and anti-bribery laws. As a result, we may forgo investment opportunities because of our unwillingness to participate in transactions that may expose us to risks under applicable anti-corruption and anti-bribery laws. InLaw ~~recent years, law~~ enforcement agencies in the ~~European~~EU, ~~Union~~the UK, the United States and elsewhere ~~have~~devote ~~devoted~~ significant resources to enforcement of anti-corruption and anti-bribery laws and regulations, including with respect to investments made by private equity investors. 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.

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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. In the event of delay or failure by a prospective investor to produce any such information required for verification purposes, we may refuse to admit the investor to our products. We may from time to time request (outside of the subscription process), and our products’ investors will be obligated to provide to us as appropriate upon such request, additional information as may be required for us to satisfy our obligations under these and other laws that may be adopted in the future. Additionally, we may from time to time be obligated to file reports with regulatory authorities in various jurisdictions with regard to, among other things, the identity of our products’ investors and suspicious activities involving the interests of our products. In the event it is determined that any investor, or any direct or indirect owner of any investor, is a person identified in any of these laws as a prohibited person, or is otherwise engaged in activities of the type prohibited under these laws, we may be obligated, among other actions to be taken, to withhold distributions of any funds otherwise owing to such investor or to cause such investor’s interests to be cancelled or otherwise redeemed (without the payment of any consideration in respect of those interests).

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. These implementing regulations were ~~recently~~ amended to include registered investment advisers within scope of financial institutions that will be obliged ~~by January 1, 2026~~ to adopt stand-alone anti-money laundering programs., ~~Laws~~though ~~or regulations may presently or in~~ the ~~future~~U.S. ~~require~~Department ~~us, our products or any~~ of ~~our~~the ~~affiliates or other service providers to establish additional anti-money laundering procedures, to collect information with respect to our products~~Treasury’s ~~investors,~~Financial toCrimes ~~share~~Enforcement ~~information~~Network ~~with~~has ~~governmental~~postponed ~~authorities with respect to our products’ investors or to implement additional restrictions on~~ the ~~transfer~~effective date of the ~~interests.~~amendment ~~These requirements can lead~~ to ~~increased~~January ~~expenses~~1, ~~and~~2028 ~~exposure to enforcement actions.~~

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and announced its intention to revisit the scope and applicability of the amendment to certain asset managers at a future date. Laws or regulations may presently or in the future require us, our products or any of our affiliates or other service providers to establish additional anti-money laundering procedures, to collect information with respect to our products’ investors, to share information with governmental authorities with respect to our products’ investors or to implement additional restrictions on the transfer of the interests. These requirements can lead to increased expenses and exposure to enforcement actions.

Economic sanction laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.

Economic sanction laws in the U.S. and other jurisdictions may restrict or prohibit us or our affiliates from transacting with certain countries, territories, individuals and entities. In the U.S., the U.S. 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. These types of sanctions may significantly restrict or completely prohibit lending activities in certain jurisdictions, and violation of any such laws or regulations, may result in significant legal and monetary penalties, as well as reputational damage. OFAC sanctions programs change frequently, which may make it more difficult for us or our affiliates to ensure compliance. Moreover, OFAC enforcement is increasing, which may increase the risk that we become the subject of such actual or threatened enforcement. InSanctions ~~addition,~~laws ~~further~~and ~~sanctions~~regulations ~~imposed~~enforced by ~~the United States and~~ other countries inmay ~~connection~~conflict with ~~the~~U.S. ~~war~~law ~~between~~such ~~Russia~~that ~~and~~compliance ~~Ukraine~~with ~~may~~both ~~impact~~becomes ~~portfolio~~difficult ~~companies~~or ofeven ~~our products, which may in turn impact us~~impossible.

Additionally, Section 2019 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”) amended the Exchange Act to require companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by OFAC during the period covered by the relevant periodic report. In some cases, the ITRA requires companies to disclose these types of transactions even if they were permissible under U.S. law. Companies that currently may be or may have been at the time considered our affiliates, may have from time to time publicly filed and/or provided to us such disclosures. We do not independently verify or participate in the preparation of these disclosures. We and our publicly traded products are required, either periodically or annually to separately file with the SEC a notice when such activities have been disclosed, and the SEC is required to post such notice of disclosure on its website and send the report to the President and certain U.S. Congressional committees. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business, financial condition and results of operations, and any failure to disclose any such activities as required could additionally result in fines or penalties.

Certain of the products or accounts we advise or manage comply with an exception under the U.S. Department of Labor’s “plan assets” regulation ~~under~~at 29 C.F.R. 2510.3-101, as amended by Section 3(42) of the Employee Retirement Income Security Act of 1974 (“ERISA,” and such regulation, the “Plan Assets Regulation”) in order to not be subject to ~~ERISA and~~ Section 4975 of the Code, and our business could be adversely affected if such products or accounts fail to satisfy an exception under the ~~“plan~~Plan ~~assets”~~Assets ~~regulation under ERISA~~Regulation.

A number of investors in our products are subject to the fiduciary and prohibited transaction provisions of Title I of ERISA and ~~the~~Section ~~parallel~~4975 ~~provisions~~ of the Code; however, the substantial majority of our products rely on the “insignificant participation” exception under the Plan Assets Regulation. We are not, therefore subject to the requirements of ERISA (or the parallel provision of the Code) with respect to the management of those products. However, if those products fail to satisfy that exception for any reason and if no other exception is available, the products would be subject to ERISA, which could materially interfere with our activities in relation to those products or expose us to risks related to our failure to comply with the applicable requirements of ERISA or related contractual undertakings. 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.

57In 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.

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exception under the “plan assets” regulation under ERISA. We are not, therefore subject to the requirements of ERISA (or the parallel provision of the Code) with respect to the management of those products. However, if those products fail to satisfy that exception for any reason and if no other exception is available, that failure could materially interfere with our activities in relation to those products or expose us to risks related to our failure to comply with the applicable requirements. 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.

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.

Certain of our products and accounts that we manage or advise are subject to ERISA and/or Section 4975 of the Code. Failure to comply with the requirements of ERISA and/or Section 4975 could subject us to consequences including the imposition of excise taxes, disgorgement of profits, and personal liability.

Some of our products and accounts are subject to ERISA and/or Section 4975 of the Code, and we act as a fiduciary under ERISA and Section 4975 of the Code with respect to the plan assets invested in such products and accounts. 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. We have adopted and comply with customary ERISA policies and procedures to avoid violating ERISA or Section 4975 of the Code, including engaging in a non-exempt “prohibited transaction.” However, if we were to cause a product or account subject to ERISA or Section 4975 of the Code to violate ERISA or engage in a prohibited transaction, we could, among other consequences, be subject to an excise tax on prohibited transactions, be required to disgorge profits and/or make the affected plans whole, or be held personally liable for breach of fiduciary duties.59

InTable ~~addition to the products and accounts described above, we have formed a small number~~ of holding vehicles to facilitate co-investments alongside our products by ERISA investors, the assets of which holding vehicles constitute “plan assets” and with respect to which we serve as a fiduciary. While we may be required to satisfy applicable fiduciary standards and avoid engaging in prohibited transactions with respect to such holding vehicles and their assets, in each case, our authority with respect to the management and control of those vehicles is limited by contract with the relevant product investor. Accordingly, we do not anticipate any liabilities with respect to our serving as a fiduciary with respect to such vehicles.Contents

Some of our products and accounts are subject to ERISA and/or Section 4975 of the Code, and we act as a fiduciary under ERISA and Section 4975 of the Code with respect to the plan assets invested in such products and accounts. 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. We have adopted and comply with customary ERISA policies and procedures to avoid violating ERISA or Section 4975 of the Code, including engaging in a non-exempt prohibited transaction. We satisfy the requirements to be a “qualified professional asset manager” within the meaning of the Prohibited Transaction Class Exemption (the “QPAM Exemption”), and we intend to rely on the QPAM Exemption and other prohibited transaction exemption to avoid engaging in non-exempt prohibited transactions. However, if we were to cause a product or account subject to ERISA or Section 4975 of the Code to violate ERISA or engage in a prohibited transaction, we could, among other consequences, be subject to an excise tax on prohibited transactions, be required to disgorge profits and/or make the affected plans whole, or be held personally liable for breach of fiduciary duties.

Certain of our products and accounts that we manage or advise are subject to, or are required via our contract with an investor to operate as though subject to, state or local laws, rules and/or regulations which may be similar to the fiduciary and/or prohibited transaction provisions of ERISA or Section 4975 of the Code. Failure to comply with the requirements of these laws, rules and/or regulations could subject us to consequences, including excise taxes or claims for breach of contract.

Some of our products and accounts are subject to, or are required under our contract with a governmental plan investor to operate as though subject to, state or local laws, rules and/or regulations which are similar to the fiduciary and/or prohibited transaction provisions of ERISA or Section 4975 of the Code, and in some cases, we have agreed to act as a fiduciary under state or local law with respect to the assets of certain governmental plans invested in such products and accounts. In the management and operation of such products and accounts, we seek to comply with our contractual undertakings relating to the applicable provisions of such state and local laws. However, such state and local laws are complex and subject to interpretation, and if we were to cause a product or account to engage in a violation or applicable law or a contractual undertaking, we could, among other consequences, be subject to excise taxes or liability relating to such violation or breach of contract.

Changes in tax policies and regulations may create uncertainty for our business and investment strategies.

The current Presidential administration and the U.S. Congress may introduce new policies and regulations or enforce existing policies and regulations that may create uncertainty for our business and investment strategies, which could have an adverse impact on us. On August 16, 2022, the Inflation Reduction Act was signed into law, which, among other things, imposes a minimum “book” tax on certain large corporations and creates a new excise tax on net stock repurchases made by certain publicly traded corporations. While the application of this law is uncertain, including as a result of ~~the~~actions ~~transition~~taken toby the ~~new~~current ~~U.S.~~Presidential ~~presidential~~ administration, and we continue to evaluate its potential impact, these changes could materially change the amount and/or timing of tax Blue Owl may be required to pay.

There may also be changes in tax laws or interpretations of tax laws (possibly with retrospective effect) in a jurisdiction in which we and/or our affiliates operate, are managed, are advised, are promoted or invest, or in which any of the investors in our products is resident, that are adverse to us or our affiliates. In particular, both the level and basis of taxation may change. For example, on July 4, 2025, the United States enacted “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (the “Act”), also known as the “One Big Beautiful Bill,” which includes significant amendments to the Code. The Act did not have a material impact on Blue Owl’s consolidated financial statements. Changes to taxation treaties or interpretations of taxation treaties between one or more such jurisdictions and the countries through which we or our affiliates hold investments or in which investors in our products are resident, or the introduction of, or change to, EU directives may adversely affect the ability of our products to efficiently realize income or capital gains and to efficiently repatriate income and capital gains from the jurisdictions in which they arise to partners in the relevant products. Consequently, it is possible that we or our affiliates may face unfavorable tax treatment in such jurisdictions that may materially adversely affect the value of our investments or the feasibility of making investments in certain countries. This could significantly affect our returns.

In particular, pursuant to the Organization for Economic Co-operation and Development’s (the “OECD”) BEPS Project, many jurisdictions have introduced domestic legislation implementing certain of the BEPS Actions. 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. Many of the jurisdictions in which we or our affiliates invest or may invest have now ratified, accepted and approved the

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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. 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. While these changes continue to be introduced, there remains uncertainty as to whether and, if so, to what extent we or our affiliates may benefit from the protections afforded by such treaties and whether we or our affiliates may look to investors in order to derive tax treaty or other benefits. This position is likely to remain uncertain for a number of years.

The Anti-Tax Avoidance Directive 2016/1164 (commonly referred to as “ATAD I”) directly implements some of the BEPS Project actions points within EU law. On May 29, 2017, the Council of the EU formally adopted the Council Directive amending Directive 2016/1164 as regards hybrid mismatches with third countries (commonly referred to as “ATAD II”). ATAD II came into force in Member States on January 1, 2020 (subject to relevant derogation). On December 22, 2021, the European Commission issued a proposal for a Council Directive laying down rules to prevent the misuse of shell entities for tax purposes within the EU (the “Unshell Proposal”). While the European Commission initially expected the Unshell Proposal to be adopted and published into EU member states’ national laws by June 30, 2023, and to come into effect as of January 1, 2024, there is considerable uncertainty surrounding the development of the proposal and its implementation. 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.

Further to the BEPS Project, and in particular BEPS Action 1 (“Addressing the Tax Challenges of the Digital Economy”), the OECD published a Report on May 31, 2019 entitled “Programme of Work to Develop a Consensus Solution to the Tax Challenges Arising from the Digitalization of the Economy” (as updated on several occasions since and most recently on October 8, 2021 by the “Statement on a Two-Pillar Solution to Address the Tax Challenges Arising from the Digitalization of the Economy”), which proposes fundamental changes to the international tax system. The proposals (commonly referred to as “BEPS 2.0”) are based on two ‘pillars’, involving the reallocation of taxing rights (“Amount A of Pillar One”), and a new global minimum corporate tax rate (“Pillar Two”).

Under Amount A of Pillar One, multinational enterprises (“MNEs”) with total group revenues exceeding EUR 20 billion (or equivalent) in a given period and pre-tax profitability exceeding 10% calculated using an averaging mechanism will be subject to rules allocating 25% of profits in excess of a 10% profit margin to the jurisdictions within which they carry on business (subject to threshold rules). Certain entities are excluded, including certain investment funds and real estate investment vehicles (as respectively defined) which are the ultimate parent entity of the MNE group (and certain holding vehicles of such entities). There are also specific exclusions for MNEs carrying on specific low-risk activities, including “regulated financial services” (as defined). Pillar Two imposes a minimum effective tax rate of 15% on MNEs that have consolidated revenues of at least EUR 750 million in at least two out of the last four years (i.e. broadly those MNEs which are required to undertake country by country reporting). Pillar Two introduces two related tax measures (the “GloBE Rules”): the income inclusion rule (“IIR”) imposes a top up tax on a parent entity where a constituent member of the MNE group has low taxed income while the undertaxed payment rule (“UTPR”) applies as a backstop if the constituent member’s income is not taxed by an IIR. Specified classes of entities which are typically exempt from tax are outside the scope of the GloBE Rules, including investment funds and real estate investment vehicles (as respectively defined) which are the ultimate parent entity of the MNE group (and certain holding vehicles of such entities). Additionally, and part of Pillar Two but separate from the GloBE Rules, a subject to tax rule (“STTR”) will permit source jurisdictions to impose limited additional taxation on certain cross-border related party payments where the recipient is subject to a nominal corporate income tax rate (subject, in some circumstances, to certain adjustments) below 9%, which will be creditable against the GloBE Rules tax liability.

The GloBE Rules must be implemented through domestic legislation, and on December 20, 2021 the OECD released Pillar Two model rules providing a template for this purpose. Many jurisdictions have enacted legislation, including most EU Member States pursuant to the EU minimum tax directive and the UK, with a view to the IIR and the UTPR taking effect for fiscal years beginning on or after December 31, 2023 and December 31, 2024, respectively. Amount A of Pillar One will be implemented through a multilateral convention and the STTR will be implemented, where applicable, either through modifications to bilateral tax treaties or alternatively through a multilateral instrument. The timeline for implementation of both Amount A of Pillar One and the STTR remains uncertain. The United States has not adopted Pillar Two. In January 2026, the OECD’s Inclusive Framework on BEPS issued a guidance package in respect of the GloBE rules, including a safe-harbor—which must be adopted into the domestic law of the relevant non-U.S. jurisdictions—exempting U.S.-parented MNEs from the IRR and the UTPR. However, Pillar Two remains in effect in other countries, and there is significant uncertainty regarding the implementation of the OECD’s Inclusive Framework, the interpretation and consistent application of existing Pillar Two rules, their interaction with national tax laws, and their consistency with current tax treaty obligations. 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. This could

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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. This could adversely affect our returns. The implementation of BEPS 2.0 in relevant jurisdictions is complex and likely to remain uncertain for a number of years.

Risks Related to Our 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.

So long as more than 50% of the voting power for the election of directors of Blue Owl is held by an individual, a group or another company, Blue Owl will qualify as a “controlled company” under the NYSE listing requirements. The Principals control a majority of the voting power of our outstanding capital stock. As a result, Blue Owl qualifies as and has elected to be treated as a “controlled company” under the NYSE listing standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of “independent directors,” as defined under the listing standards of the NYSE; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

The Principals may have their interest in Blue Owl diluted due to future equity issuances or their own actions in selling Class A Shares, in each case, which could result in a loss of the “controlled company” exemption under the NYSE listing rules. Blue Owl would then be required to comply with those provisions of the NYSE listing requirements.

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.

Entities controlled by the Principals hold all of the issued and outstanding Class D Shares (and will hold all of the Class B Shares to the extent any are issued and outstanding in the future). Accordingly, until such time as the Principals own less than 25% of their aggregate ownership, the Principals will hold 80% of the voting power of Blue Owl’s capital stock on a fully-diluted basis and will be able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. The Principals may have interests that differ from our stockholders and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of Blue Owl, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Blue Owl, and might ultimately affect the market price of Class A Shares.

Potential conflicts of interest may arise among the holders of Class B and Class D Shares and the holders of our Class A and Class C Shares.

The Principals hold all of the Class D Shares (and will hold all of the Class B Shares to the extent any are issued and outstanding in the future). As a result, conflicts of interest may arise among the Principals, on the one hand, and us and holders of our Class A and Class C Shares, on the other hand. The Principals have the ability to influence our business and affairs through their ownership of the high vote shares of our common stock, their general ability to appoint our Board, and provisions under the Amended and Restated Investor Rights Agreement dated as of ~~August~~April 71, ~~2023~~2025, between Blue Owl, certain former equity holders of Owl Rock and certain former equity holders of Dyal Capital (as amended from time to time, the “Investor Rights Agreement”) and our certificate of incorporation requiring their approval for certain corporate actions (in addition to approval by our Board). If the holders of our Class A and Class C Shares are dissatisfied with the performance of our Board, they have no ability to remove any of our directors, with or without cause.

Further, through their ability to elect our Board, the Principals have the ability to indirectly influence the determination of the amount and timing of our investments and dispositions, cash expenditures, allocation of expenses, indebtedness, issuances of additional partnership interests, tax liabilities and amounts of reserves, each of which can affect the amount of cash that is available for distribution to holders of Common Units (as defined in Note 1 to ~~the~~our Financial Statements) and our Class A Shares.

In addition, conflicts may arise relating to the selection, structuring and disposition of investments and other transactions, declaring dividends and other distributions and other matters due to the fact that the Principals hold their Blue Owl Operating Group Units directly or through pass-through entities that are not subject to corporate income taxation.62

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Delaware law, our certificate of incorporation and our bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our certificate of incorporation and the General Corporation Law of the State of Delaware, as amended (“DGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of Blue Owl’s Class A Shares. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes in management. Among other things, our certificate of incorporation and bylaws include provisions regarding:

•a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the Board;

•the ability of the Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•the limitation of the liability of, and the indemnification of, our directors and officers;

•the right of the Board to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board;

•the requirement that directors may only be removed from the Board for cause;

•the inability of stockholders to act by written consent;

•the requirement that a special meeting of stockholders may be called only by the Board, the chairman of the Board or Blue Owl’s chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•controlling the procedures for the conduct and scheduling of the Board and stockholder meetings;

•the ability of the Board to amend the bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

•advance notice procedures with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the composition of the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

In addition, as a Delaware corporation, Blue Owl Capital Inc. is generally subject to provisions of Delaware law, including the DGCL, although we have elected not to be governed by Section 203 of the DGCL.

Any provision of our certificate of incorporation, our bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our common stock.

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.

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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.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, (a) any derivative action or proceeding brought on behalf of us,; (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder of Blue Owl to Blue Owl or our stockholders, or any claim for aiding and abetting such alleged breach,; (c) any action asserting a claim against us or any of our current or former directors, officers, other employees, agents or stockholders (i) arising pursuant to any provision of the DGCL, our certificate of incorporation (as it may be amended or restated) or our bylaws or (ii) as to which the DGCL confers jurisdiction on the Delaware Court of Chancery; or (d) any action asserting a claim against us or any of our current or former directors, officers, other employees, agents or stockholders governed by the internal affairs doctrine of the law of the State of Delaware shall, as to any action in the foregoing clauses (a) through (b), to the fullest extent permitted by law, be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that the foregoing shall not apply to any claim (1) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),; (2) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery,; or (3) arising under federal securities laws, including the Securities Act as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of Article XIII of our certificate of incorporation does not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our or its directors, officers, stockholders, agents or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of management and our Board.

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.

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~~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. Blue Owl Capital Inc.’s ability to pay taxes, make payments under the Tax Receivable Agreement, and pay dividends will depend on the financial results and cash flows of the Blue Owl Operating Partnerships and the distributions it receives (directly or indirectly) from the Blue Owl Operating Partnerships. Deterioration in the financial condition, earnings or cash flow of the Blue Owl Operating Partnerships for any reason could limit or impair the Blue Owl Operating Partnerships’ ability to pay such distributions. Additionally, to the extent that Blue Owl Capital Inc. or Blue Owl GP needs funds and the Blue Owl Operating Partnerships are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or the Blue Owl Operating Partnerships are otherwise unable to provide such funds, it could materially adversely affect Blue Owl Capital Inc.’s liquidity and financial condition.

Subject to the discussion herein, the Blue Owl Operating Partnerships expect to continue to be treated as partnerships for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of interests in the Blue Owl Operating Partnerships. Accordingly, Blue Owl GP will be required to pay income taxes on its allocable share of any taxable income of the Blue Owl Operating Partnerships. Under the terms of the Blue Owl Limited Partnership Agreements, the Blue Owl Operating Partnerships are obligated to make tax distributions to holders of interests in the Blue Owl Operating Partnerships calculated at certain assumed tax rates.

In addition to tax expenses, Blue Owl will also incur expenses related to its operations, including Blue Owl GP’s payment obligations under the Tax Receivable Agreement, which could be significant, and some of which will be reimbursed by the Blue Owl Operating Partnerships (excluding payment obligations under the Tax Receivable Agreement). 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,

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declared by Blue Owl. However, as discussed above, the Blue Owl Operating Partnerships’ ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy the obligations of the Blue Owl Operating Partnerships and restrictions on distributions that would violate any applicable restrictions contained in the Blue Owl Operating Partnerships’ debt agreements, or any applicable law, or that would have the effect of rendering the Blue Owl Operating Partnerships insolvent. To the extent that Blue Owl GP is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

Additionally, although the Blue Owl Operating Partnerships generally will not be subject to any entity-level U.S. federal income tax, they may be liable under current U.S. federal tax laws governing audits of partnerships for adjustments to prior year tax returns, absent an election to the contrary. In the event the Blue Owl Operating Partnerships’ calculations of taxable income are incorrect, the Blue Owl Operating Partnerships and/or their partners, including Blue Owl Capital Inc. or Blue Owl GP, in later years may be subject to material liabilities under these rules.

If either of the Blue Owl Operating Partnerships were treated as a corporation for U.S. federal income tax or state tax purposes, then the amount available for distribution by such Blue Owl Operating Partnerships could be substantially reduced and the value of Blue Owl Capital Inc.’s shares could be adversely affected.

An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes (such as either of the Blue Owl Operating Partnerships) may nonetheless be treated as, and taxable as, a corporation if it is a “publicly traded partnership” unless an exception to such treatment applies. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof. If either of the Blue Owl Operating Partnerships were determined to be treated as a “publicly traded partnership” (and taxable as a corporation) for U.S. federal income tax purposes, such Blue Owl Operating Partnership would be taxable on its income at the U.S. federal income tax rates applicable to corporations and distributions by such Blue Owl Operating Partnership to its partners (including Blue Owl GP) could be taxable as dividends to such partners to the extent of the earnings and profits of such Blue Owl Operating Partnership. In addition, we would no longer have the benefit of increases in the tax basis of the Blue Owl Operating Partnership’s assets as a result of exchanges of Common Units. Pursuant to the ~~Exchange~~Third ~~Agreement,~~Amended ~~certain~~and ~~Blue~~Restated ~~Owl equity holders may, from time to time, subject to the terms of the~~ Exchange Agreement, ~~exchange~~dated their interests in the Blue Owl Operating Partnerships and have such interests redeemed by Blue Owl Operating Partnerships for cash or Blue Owl Capital Inc.’s stock. While such exchanges could be treated as ~~trading in the interests~~ of ~~the~~April ~~Blue~~1, ~~Owl Operating Partnerships for purposes of testing “publicly traded partnership” status~~2025, ~~the~~by ~~Exchange Agreement contains restrictions on redemptions~~ and ~~exchanges~~among ~~of interests in the~~ Blue Owl, ~~Operating Partnerships that are intended to prevent either of the~~ Blue Owl ~~Operating~~Holdings, Partnerships from being treated as a “publicly traded partnership” for U.S. federal income tax purposes. Such restrictions are designed to comply with certain safe harbors provided for under applicable U.S. federal income tax law. Blue Owl ~~GP may also impose additional restrictions on exchanges that Blue Owl~~ Capital ~~Inc. or Blue Owl~~ GP ~~determines~~LLC to be necessary or advisable so that neither of the Blue Owl Operating Partnerships is treated as a “publicly traded partnership” for U.S. federal income tax purposes. Accordingly, while such position is not free from doubt, each of the Blue Owl Operating Partnerships is expected to be operated such that it is not treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes and ~~we intend to take the position that neither of the Blue Owl Operating Partnerships is so treated as a result of exchanges of its interests pursuant to the Exchange Agreement.~~

the Blue Owl Limited Partners (as defined therein) from time to time party thereto (as amended from time to time, the

“Exchange Agreement”), certain Blue Owl equity holders may, from time to time, subject to the terms of the Exchange Agreement, exchange their interests in the Blue Owl Operating Partnerships and have such interests redeemed by Blue Owl Operating Partnerships for cash or Blue Owl Capital Inc.’s stock. While such exchanges could be treated as trading in the interests of the Blue Owl Operating Partnerships for purposes of testing “publicly traded partnership” status, the Exchange Agreement contains restrictions on redemptions and exchanges of interests in the Blue Owl Operating Partnerships that are intended to prevent either of the Blue Owl Operating Partnerships from being treated as a “publicly traded partnership” for U.S. federal income tax purposes. Such restrictions are designed to comply with certain safe harbors provided for under applicable U.S. federal income tax law. Blue Owl GP may also impose additional restrictions on exchanges that Blue Owl Capital Inc. or Blue Owl GP determines to be necessary or advisable so that neither of the Blue Owl Operating Partnerships is treated as a “publicly traded partnership” for U.S. federal income tax purposes. Accordingly, while such position is not free from doubt, each of the Blue Owl Operating Partnerships is expected to be operated such that it is not treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes and we intend to take the position that neither of the Blue Owl Operating Partnerships is so treated as a result of exchanges of its interests pursuant to the Exchange Agreement.

Pursuant to the Tax Receivable Agreement, Blue Owl GP will be required to make payments to certain equity holders for certain tax benefits Blue Owl Capital Inc. and Blue Owl GP may claim and those payments may be substantial.

Certain equity holders have exchanged, and may in the future exchange, their Common Units, together with the cancellation of an equal number of Class C Shares or Class D Shares, for Class A Shares or Class B Shares, respectively, or cash pursuant to the Blue Owl Operating Partnership Agreements and the Exchange Agreement, subject to certain conditions and transfer restrictions as set forth therein and in the Investor Rights Agreement. Such transactions have resulted in, or are in the future expected to result in, increases in Blue Owl Capital Inc.’s (and Blue Owl GP’s) allocable share of the tax basis of the tangible and intangible assets of the Blue Owl Operating Partnerships. These increases in tax basis may increase for income tax purposes depreciation and amortization deductions, and therefore reduce the amount of tax that Blue Owl Capital Inc. or Blue Owl GP would otherwise be required to pay had such sales and exchanges never occurred.

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In connection with the Business Combination, Blue Owl GP entered into the Tax Receivable Agreement, which generally provides for the payment by it of 85% of certain tax benefits, if any, that Blue Owl GP realizes (or in certain cases is deemed to realize) as a result of these increases in tax basis and certain other tax attributes of Blue Owl GP, the corporations acquired from certain former Owl Rock equity holders in the transaction, and tax benefits related to entering into the Tax Receivable Agreement. Those payments are the obligation of Blue Owl GP and not of Blue Owl Operating Partnerships. The actual increase in Blue Owl GP’s allocable share of the Blue Owl Operating Partnerships’ tax basis in their assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Shares at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of Blue Owl Capital Inc.’s (and Blue Owl GP’s) income. While many of the factors that will determine the amount of payments that Blue Owl GP will make under the Tax Receivable Agreement are outside of its control, Blue Owl GP expects that the payments it will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on Blue Owl’s financial condition. Any payments made by Blue Owl GP under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to Blue Owl Capital Inc. and Blue Owl GP. To the extent that Blue Owl GP is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, as further described below. Furthermore, Blue Owl GP’s obligation to make payments under the Tax Receivable Agreement could make Blue Owl a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be realized or deemed realized under the Tax Receivable Agreement.

In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits Blue Owl Capital Inc. or Blue Owl GP realizes or be accelerated.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that Blue Owl Capital Inc. or Blue Owl GP determines, and the Internal Revenue Service or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that Blue Owl Capital Inc. or Blue Owl GP takes, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by Blue Owl Capital Inc. or Blue Owl GP are disallowed, recipients of payments under the Tax Receivable Agreement will not be required to reimburse Blue Owl Capital Inc. or Blue Owl GP for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be made by Blue Owl GP under the Tax Receivable Agreement, if any, after the determination of such excess. However, a challenge to any tax benefits initially claimed by Blue Owl Capital Inc. or Blue Owl GP may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that Blue Owl GP might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments against which to net. As a result, in certain circumstances Blue Owl GP could make payments under the Tax Receivable Agreement in excess of Blue Owl Capital Inc.’s or Blue Owl GP’s actual tax savings, which could materially impair Blue Owl’s financial condition.

Moreover, the Tax Receivable Agreement provides that, in certain events, including a change of control, breach of a material obligation under the Tax Receivable Agreement, or Blue Owl GP’s exercise of early termination rights, Blue Owl GP’s obligations under the Tax Receivable Agreement will accelerate and Blue Owl GP will be required to make a lump-sum cash payment under the Tax Receivable Agreement equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to Blue Owl GP’s future taxable income. The lump-sum payment could be substantial and could exceed the actual tax benefits that Blue Owl Capital Inc. or Blue Owl GP realizes subsequent to such payment because such payment would be calculated assuming, among other things, that Blue Owl Capital Inc. and Blue Owl GP would have certain tax benefits available to it and that Blue Owl Capital Inc. and Blue Owl GP would be able to use the potential tax benefits in future years.

There may be a material negative effect on Blue Owl Capital Inc.’s liquidity if the payments required to be made by Blue Owl GP under the Tax Receivable Agreement exceed the actual tax savings that Blue Owl Capital Inc. (or Blue Owl GP) realizes. 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.

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Adverse developments in U.S. and non-U.S. tax laws could have a material and adverse effect on our business. Our effective tax rate and the amount of “tax distributions” that the Blue Owl Operating Partnerships are required to make to equity holders could also change materially as a result of various evolving factors, including changes in income tax law or changes in the scope of our operations.

Blue Owl Capital Inc. and Blue Owl GP are subject to U.S. federal income taxation, and Blue Owl Capital Inc., Blue Owl GP, and the Blue Owl Operating Partnerships and their subsidiaries are subject to income taxation by certain states and municipalities and certain foreign jurisdictions in which such subsidiaries operate. In addition, the Blue Owl Operating Partnerships are required to make tax distributions to their partners pursuant to the Blue Owl Limited Partnership Agreements. In determining our tax liability and obligation to make tax distributions, we must monitor changes to the applicable tax laws and related regulations. While our existing operations have been implemented in a manner we believe is in compliance with current prevailing laws, one or more taxing U.S. or non-U.S. jurisdictions could seek to impose incremental, retroactive, or new taxes on us. Such changes may increase tax uncertainty and/or our effective tax rate, result in higher compliance cost and result in a corresponding increase in the amount of payments under the Tax Receivable Agreement and/or a corresponding increase in the tax distributions that the Blue Owl Operating Partnerships will be required to make. In addition, there may be changes in law related to the Base Erosion and Profit Shifting Project of the Organization for Economic Co-Operation and Development (“OECD”), the European Commission’s state aid investigations and other initiatives. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, or the taxation of partnerships and other pass-through entities. Any adverse developments in these and other U.S. or foreign laws or regulations, including legislative changes, judicial holdings or administrative interpretations, could have a material and adverse effect on our business, financial condition and results of operations. Finally, changes in the scope of our operations, including expansion to new geographies, could increase the amount of taxes to which we are subject, and could increase our effective tax rate, which could similarly adversely affect our financial condition and results of operations.

The Blue Owl Operating Partnerships may directly or indirectly make distributions of cash to us substantially in excess of the amounts we use to make distributions to our stockholders and pay our expenses (including our taxes and payments by Blue Owl GP under the Tax Receivable Agreement). To the extent we do not distribute such excess cash as dividends to our stockholders, the direct or indirect holders of Common Units would benefit from any value attributable to such cash as a result of their ownership of our stock upon an exchange of their Common Units.

Blue Owl GP receives a pro rata portion of any distributions made by the Blue Owl Operating Partnerships. Any cash received from such distributions is first be used to satisfy any tax liability and then used to make any payments required to be made by Blue Owl GP under the Tax Receivable Agreement. 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. To the extent that the tax distributions we directly or indirectly receive exceed the amounts we actually require to pay taxes, Tax Receivable Agreement payments and other expenses (which is likely to be the case given that the assumed tax rate for such distributions will generally exceed our effective tax rate), we will not be required to distribute such excess cash. Our Board may, in its sole discretion, choose to use such excess cash for certain purposes, including to make distributions to the holders of our stock. Unless and until our Board chooses, in its sole discretion, to declare a distribution, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

No adjustments to the exchange ratio of Common Units for shares of our common stock will be made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to our stockholders. To the extent we do not distribute such cash as dividends and instead, for example, hold such cash balances or use such cash for certain other purposes, this may result in shares of our stock increasing in value relative to the Common Units. The holders of Common Units may benefit from any value attributable to such cash balances if they acquire shares of our stock in an exchange of Common Units.

Risks Related to Our Class A Shares

The market price and trading volume of our Class A Shares may be volatile, which could result in rapid and substantial losses for holders of our Class A Shares.

The market price of our Class A Shares is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors. In addition, the volume of trading in our Class A Shares may fluctuate and cause significant price variations to occur. If the market price of our Class A Shares declines significantly, holders of our Class A Shares may be unable to resell

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their shares at or above their purchase price, if at all. Some of the factors that could negatively affect the price of our Class A Shares or result in fluctuations in the price or trading volume of shares of our Class A Shares include:

•the impact of market and political conditions;

•the inability to recognize the anticipated benefits of acquisitions that we may pursue, which may be affected by, among other things, competition, Blue Owl’s inability to grow and manage growth profitably, and retain its key employees;

•adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•changes in market valuations of similar companies;

•the financial performance of our products’ portfolio companies, whether or not material to Blue Owl;

•speculation in the press or investment community;

•adverse publicity about the investment management industry generally or individual scandals specifically;

•a breach of our computer systems, software or networks, or misappropriation of our proprietary information;

•a lack of liquidity in the trading of our Class A Shares;

•changes in applicable laws or regulations;

•risks relating to the uncertainty of Blue Owl’s projected financial information; and

•risks related to the organic and inorganic growth of Blue Owl’s business and the timing of expected business milestones.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of our Class A Shares, regardless of Blue Owl’s actual operating performance.

Sales of Class A Shares resulting from exchanges of Common Units pledged by our directors and officers could cause the price of our Class A Shares to decrease.

Under our Insider Trading Policy, our directors, officers and employees may seek approval to pledge our securities under loan arrangements that meet requirements established by our audit committee, including with respect to the pledge amount, the minimum loan to value ratio and the minimum unencumbered net asset value. Each of Messrs. Ostrover and Lipschultz has pledged 43,409,692 and 33,000,000 Common Units, respectively, as security for loans. Failure or delay by a borrower to promptly meet a margin call under his loan documents or other default under these financing arrangements could result in the foreclosure on some or all of the pledged Common Units by the applicable third-party lender. Although these arrangements provide for the borrowers to pledge alternative collateral in lieu of the pledged Common Units in the event of a margin call, upon any foreclosure on Common Units and subsequent sale of the corresponding Class A Shares the price of our Class A Shares could decline materially.

A decline in our share price could subject us to securities class action litigation.

InSecurities ~~the past, securities~~ class action litigation has ~~often~~in the past been, and may in the future be, brought against aus ~~company~~ following a decline in the market price of ~~its~~our ~~securities.~~Class IfA weshares. ~~face~~Such ~~such~~ litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm ~~its~~our business.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A Shares.

Securities research analysts may establish and publish their own periodic projections for Blue Owl from time to time. Those projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. 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. 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.

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comparable, which could lead to lower than expected valuations. 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.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional Class A Shares or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. We also expect to grant equity awards to employees, directors, and consultants under stock incentive plans. Future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional Class A Shares or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A Shares or both. Upon liquidation, holders of debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Class A Shares. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Class A Shares. 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.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Cybersecurity Processes and Risk Assessment

Our cybersecurity ~~policies and~~ processes are overseen by the Audit Committee of our Board. Our cybersecurity program is focused on (i) protecting confidential business, client, investor and employee information that we store or process; (ii) maintaining the security and availability of our systems and data; (iii) supporting compliance with applicable laws and regulations; (iv) documenting cybersecurity incidents and our responses; and (v) notification of cybersecurity incidents to, and communications with, appropriate internal and external parties.

We have implemented an information security governance policy governing cybersecurity risk, which is designed to facilitate the protection of sensitive or confidential business, client, investor and employee information that we store or process and the maintenance of critical services and systems. Our cybersecurity program is managed by our Chief Technology Officer and Head of Technology Infrastructure (together, “IT Management”), who report to our Chief Operating Officer. 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 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. Our processes and systems aim to prevent or mitigate two main types of cybersecurity risk: first, cybersecurity risks associated with our physical and digital devices and infrastructure, and second, cybersecurity risks associated with third parties, such as people and organizations who have access to our devices, infrastructure or confidential or sensitive information. 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~~is ~~review~~periodically ~~and~~reviewed ~~assessment by third parties of the cybersecurity processes~~ and ~~systems. These third parties assess and report on our compliance with applicable laws and regulations and our internal incident response preparedness~~assessed, including benchmarking to best practices and industry frameworks, ~~and~~which ~~help~~allows us to identify areas for continued focus and improvement. Annual penetration testing of our network, including critical systems and systems that store confidential or sensitive information, is conducted with third party consultants and vulnerabilities are reviewed and addressed by IT Management. 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~~. 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.

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. The incident response framework determines when the C-ROC should provide notifications regarding certain cybersecurity incidents, with different severity thresholds triggering notifications to different recipient groups, including senior members of management, our Audit Committee or our Board. The 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.~~

Our cybersecurity program, which is overseen by the C-ROC, is managed by IT Management as part of its responsibility for enterprise-wide cybersecurity strategy, policies, implementing 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. 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. The

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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 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~~controls and ~~policies~~procedures with respect to risk assessment and risk management, including cybersecurity risk, to the Audit Committee. ~~Our~~Periodically and as needed, our Global Chief ~~Technology~~Compliance Officer ~~periodically~~updates ~~reports~~our toBoard on actions taken by the ~~Audit~~C-ROC ~~Committee~~and asour ~~well~~Chief asTechnology ~~the~~Officer ~~full~~reports ~~Board,~~to asour ~~appropriate,~~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. 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 ~~2024~~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. While we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity incidents, we describe whether and how future incidents could have a material impact on our business strategy, results of operations or financial condition in “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. Risk Factors—Risks Related to Our Legal and Regulatory Environment—Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business and our products.” Additionally, although we have insurance coverage for cybersecurity events, there can be no assurance that we will be able to maintain our insurance coverage or it will be enough to cover the cost associated with one or more cybersecurity events. See “Item 1A. Risk Factors—Risks Related to Our Legal and Regulatory Environment—We may not be able to maintain sufficient insurance to cover us for potential litigation or other risks.”

Item 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.

WeIn ~~may~~the ordinary course of business, we are 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. Risk Factors.” We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our Financial Statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could have a material effect on our financial results in any particular period. See Note 8 to our Financial Statements for additional information.

Item 4. Mine Safety Disclosures.

None.

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Part II

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 1413, ~~2025~~2026, there were 4027 holders of record of our Class A Shares. This does not include the number of stockholders that hold shares in “street name” through banks or broker-dealers.

Performance Graph

The following graph depicts the total return of holders of our Class A Shares relative to the performance of the S&P 500 Index and the Dow Jones U.S. Asset Managers Index. The graph assumes an initial investment of $100 in our Class A Shares at market close on December 1431, 2020, which was ~~the~~a ~~initial~~ 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. 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. The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act. 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 1431, 2020.

December 14,2020

December 31,2020

December 31,2021

December 31,2022

December 31,2023

December 31,2024

December 31,2020

December 31,2021

December 31,2022

December 31,2023

December 31,2024

December 31,2025

Blue Owl

~~$100~~

$~~112~~100

$~~147~~132

$~~109~~98

$~~160~~144

$~~259~~233

$156

S&P 500 Index

~~$100~~

$~~103~~100

$~~133~~129

$~~109~~105

$~~137~~133

$~~171~~166

$196

Dow Jones U.S. Asset Managers Index

~~$100~~

$~~104~~100

$~~147~~141

$~~115~~110

$~~141~~135

$~~195~~187

$196

Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Share Repurchases in the Fourth Quarter of ~~2024~~2025

OnThe ~~May 4,~~table ~~2022,~~below ~~Blue~~presents ~~Owl’s~~purchases ~~Board~~made ~~authorized~~by ~~the~~or ~~repurchase~~on ofbehalf ~~up to $150.0 million~~ of ~~Class~~Blue AOwl ~~Shares~~Capital ~~(the “Program”)~~Inc. ~~Under~~or ~~the~~any ~~Program,~~“affiliated ~~repurchases~~purchaser” ~~could~~(as bedefined ~~made from time to time~~ in ~~open~~Rule ~~market~~10b-18(a)(3) ~~transactions,~~under inthe ~~privately~~Exchange ~~negotiated~~Act) ~~transactions~~of orClass ~~otherwise.~~A ~~The~~Shares ~~Program~~during ~~expired~~each ~~upon~~of ~~its terms on December 31, 2024. No shares were repurchased during~~ the ~~quarter~~indicated ~~ended December 31, 2024.~~periods:

On 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. 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.


(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). 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. 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.

Item 6. [Reserved]

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.

Overview

Year Ended December 31,

(dollars in thousands)

~~2024~~2025

~~2023~~2024

Net Income Attributable to Blue Owl Capital Inc.

~~109~~78,~~584~~833

54109,~~343~~584

Fee-Related Earnings(1)

1,~~253~~496,~~366~~536

~~997~~1,~~717~~253,366

Distributable Earnings(1)

1,~~129~~309,~~248~~072

~~927~~1,~~838~~129,248

(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”

Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.

~~Recent Transactions~~73

On June 6, 2024, we completed the Prima Acquisition, creating our real estate finance strategy. See Note 3 to our Financial Statements for additional information.

On July 1, 2024, we completed the KAM Acquisition. KAM is a boutique investment management firm focused on providing asset management services to the insurance industry. KAM’s capabilities in investment grade credit and real estate strategies supplement Blue Owl’s existing strength in these asset classes and further accelerate our ability to bring differentiated products and strategies to the market for insurance clients. Our acquisition of KAM enhances our ability to serve the insurance market at scale and marks the official launch of Blue Owl Insurance Solutions. Working seamlessly across our investment platforms, Blue Owl Insurance Solutions combines the focused alternatives approach with expanded industry capabilities to now serve insurance clients across a broader range of their needs. See Note 3 to our Financial Statements for additional information.

On September 30, 2024, we completed the Atalaya Acquisition. Atalaya focuses primarily on asset-based credit investments across consumer and commercial finance, corporate and real estate assets. The completion of the acquisition of Atalaya’s business represents a significant expansion of Blue Owl’s alternative credit presence. See Note 3 to our Financial Statements for additional information.

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On January 3, 2025, we completed the previously announced IPI Acquisition. The aggregate consideration for the IPI Acquisition was approximately $1.0 billion. We funded the IPI Acquisition through the issuance of 39,091,754 Common Units and corresponding Class C Shares and cash consideration of $204.1 million. We expect to issue additional Common Units and corresponding Class C Shares in the first half of 2025 when the purchase price is finalized.

In addition, in connection with the IPI Acquisition, we entered into a services agreement with ICONIQ (as defined in Note 14 to our Financial Statements) (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to us or our subsidiaries. Under the terms of the Services Agreement, in 2026 we expect to issue 14,175,000 Incentive Units, subject to future targets. We also expect to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets. The Incentive Units will be fully vested upon issuance.

Assets Under Management

Blue OwlAUM: $251.1 billionFPAUM: $159.8 billion

Blue OwlAUM: $307.4 billionFPAUM: $187.7 billion

Credit AUM: $135.7 billionFPAUM: $91.0 billion

GP Strategic CapitalAUM: $66.0 billionFPAUM: $37.3 billion

Real AssetsAUM: $49.4 billionFPAUM: $31.5 billion

Credit AUM: $157.8 billionFPAUM: $99.5 billion

Real AssetsAUM: $80.6 billionFPAUM: $48.8 billion

GP Strategic CapitalAUM: $69.1 billionFPAUM: $39.5 billion

Direct LendingAUM: $98.1 billionFPAUM: $58.6 billion

GP Minority StakesAUM: $62.4 billionFPAUM: $35.9 billion

Net LeaseAUM: $33.9 billionFPAUM: $17.4 billion

Direct LendingAUM: $115.0 billionFPAUM: $65.3 billion

Net LeaseAUM: $45.9 billionFPAUM: $21.3 billion

GP Minority StakesAUM: $65.1 billionFPAUM: $37.6 billion

Alternative CreditAUM: $10.5 billionFPAUM: $5.7 billion

GP Debt FinancingAUM: $2.8 billionFPAUM: $1.2 billion

Real Estate Credit AUM: $15.5 billionFPAUM: $14.1 billion

Alternative CreditAUM: $14.3 billionFPAUM: $8.0 billion

Real Estate Credit AUM: $17.5 billionFPAUM: $15.3 billion

GP Debt FinancingAUM: $2.7 billionFPAUM: $1.5 billion

Investment Grade CreditAUM: $17.6 billionFPAUM: $17.7 billion

Professional Sports Minority StakesAUM: $0.9 billionFPAUM: $0.3 billion

Investment Grade CreditAUM: $19.2 billionFPAUM: $18.3 billion

Digital InfrastructureAUM: $17.1 billionFPAUM: $12.2 billion

Professional Sports Minority StakesAUM: $1.2 billionFPAUM: $0.4 billion

Liquid CreditAUM: $7.3 billionFPAUM: $7.2 billion

Liquid CreditAUM: $5.8 billionFPAUM: $5.3 billion

OtherAUM: $2.3 billionFPAUM: $1.7 billion

OtherAUM: $3.4 billionFPAUM: $2.6 billion

All amounts shown as of December 31, ~~2024~~2025, totals may not sum due to rounding.

As of December 31, ~~2024~~2025, our AUM was $~~251~~307.14 billion, which included $~~159~~187.87 billion of FPAUM. As of December 31, ~~2024~~2025, we ~~have~~had $2228.64 billion in AUM not yet paying fees, providing ~~over~~approximately $~~300~~326 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.

Business Environment

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

WeDuring ~~believe~~the ~~that~~fourth ~~our~~quarter ~~management-fee~~of ~~centric~~2025, ~~business~~global ~~model~~equity and ~~base~~debt ofmarkets ~~Permanent~~saw ~~Capital~~appreciation ~~contribute~~despite tosome ~~the~~elevated ~~resiliency~~volatility, ofwith ~~our~~U.S. ~~earnings~~equity ~~and~~indices ~~the~~reaching ~~strength~~new ofall-time ~~our~~highs ~~business~~while ~~growth,~~credit ~~particularly~~spreads ~~during~~remained ~~periods~~relatively oftight. ~~market~~The ~~uncertainty~~10-year ~~and~~Treasury ~~volatility,~~yield asended wethe ~~have~~quarter ~~seen~~approximately flat quarter over ~~the~~quarter ~~past~~and ~~few~~down ~~years.~~approximately ~~During~~40 ~~the~~basis ~~fourth~~points ~~quarter~~from the beginning of ~~2024~~the year, ~~industry~~and ~~M&A~~the ~~and~~Federal ~~capital~~Reserve ~~markets~~cut ~~activity~~the ~~remained~~federal ~~moderately~~funds ~~constructive,~~rate aby ~~continuation~~an ofadditional 50 basis points during the ~~improvement~~fourth ~~relative~~quarter tofollowing ~~late~~a ~~2022~~25 ~~and~~basis ~~early~~point ~~2023~~cut in September 2025.

We continued to see strong growth across our platform, measured across earnings, ongoing fundraising, and new capital deployment. Over the past ~~twelve months~~year, 91approximately 84% and 85% of our GAAP and FRE management fees, respectively, were generated by Permanent Capital and the remainder was ~~predominantly~~primarily from long-dated capital, with no meaningful pressure toon our asset base from redemptions. ~~The~~An ~~fourth~~elevated ~~quarter~~level of ~~2024~~headlines ~~was~~about aprivate ~~record~~credit ~~fundraising~~drove ~~quarter~~higher ~~for~~redemptions in Blue Owl, inmanaged ~~which~~non-traded weBDCs, ~~raised~~aligning ~~$9.5~~with ~~billion~~industry-wide oftrends, ~~equity~~and ~~across~~all aninvestor ~~increasingly~~tender ~~diversified~~requests ~~set~~for ofBlue ~~products~~Owl ~~and~~non-traded ~~strategies.~~BDCs ~~Inclusive~~were ofsatisfied. ~~debt,~~This weslowdown ~~raised~~in ~~$18.1~~non-traded ~~billion~~BDC of capital inraising ~~the~~coincided ~~fourth~~with ~~quarter~~an ~~and~~acceleration ~~$47.5 billion~~ in ~~2024.~~other ~~Fundraising~~fundraising ~~and~~within ~~capital~~the ~~deployment~~private ~~contributed~~wealth tochannel, ~~management~~driving ~~fee~~a ~~growth~~record quarter of ~~over~~private ~~25%~~wealth ~~compared~~flows for Blue Owl.

72We raised $17.3 billion of new capital commitments during the fourth quarter of 2025, with $56.3 billion of total capital raised in 2025. This marks another record equity fundraising year for us, both across the private wealth and institutional channels, resulting in an increasingly diversified revenue profile across asset classes, strategies and channels. Fundraising, capital deployment, and acquisitions contributed to management fee growth of approximately 25% over the past year. We ended the fourth quarter of 2025 with substantial available capital to deploy, reporting $28.4 billion of AUM not yet paying fees.

Industry-wide completed sponsor M&A activity in the fourth quarter was moderate, and Blue Owl’s direct lending strategy saw gross deployment of $12.0 billion and net funded deployment of $3.3 billion in the quarter. Key performance indicators across our credit business remained strong, and the Credit portfolios continued to perform as expected.

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Across Blue Owl’s Real Assets platform, we continue to find attractive ways to partner with ~~the~~investment ~~prior~~grade ~~year~~companies, building, financing and owning their most mission critical assets. WeThe ~~ended~~appetite ~~the~~for ~~fourth~~data ~~quarter~~centers and build-to-suit net lease projects has continued to grow meaningfully as a result of ~~2024~~growth ~~with~~in ~~substantial~~demand ~~available~~for cloud computing, AI technologies and reshoring, and investors continue to commit significant capital to ~~deploy~~these strategies. In the fourth quarter, ~~reporting~~we ~~approximately~~held a $221.67 billion first close for Blue Owl Digital Infrastructure Trust, our private wealth-dedicated digital infrastructure evergreen fund, less than a year after the IPI Acquisition. Coupled with fundraising for the latest vintage of ~~AUM~~our ~~not~~net ~~yet~~lease ~~paying~~flagship ~~fees~~fund and the final close for our third digital infrastructure flagship fund, we raised over $17 billion of equity across the Real Assets platform in 2025, nearly 3.5x more than we raised in 2024.

~~Subsequent~~In GP Strategic Capital, as the largest alternative asset managers continue to ~~quarter~~benefit ~~end~~from consolidation and accelerating market share trends, we ~~completed~~continue to invest in the ~~IPI~~growth ~~Acquisition~~of these managers. Over the course of 2025, ~~reflecting~~funds amanaged ~~significant~~by ~~step~~our ~~forward~~GP inminority ~~Blue~~stakes ~~Owl’s~~team ~~presence~~deployed inover $5 billion into Partner Managers at the ~~digital~~upper ~~infrastructure~~end ~~ecosystem~~of the market. ~~Pro~~As ~~forma~~we ~~for~~begin ~~the~~to ~~IPI~~see ~~Acquisition,~~activity levels at our ~~AUM~~Partner asManagers ofincrease ~~December 31~~from both a deployment and monetization standpoint, ~~2024~~we ~~was~~believe ~~approximately~~we ~~$265 billion~~can continue to generate attractive and income-driven returns for our fund investors, with an emphasis on distributions paid in.

~~The~~We ~~fourth~~are ~~quarter~~continuing ofto ~~2024~~closely ~~was~~monitor ~~once~~developments ~~again~~related ato ~~very~~the ~~active~~macroeconomic ~~quarter~~factors ~~for~~that ~~direct~~have ~~lending~~contributed ~~deployment,~~to ~~with~~market ~~$13.4 billion of originations~~volatility, ~~bringing~~and ~~our full year gross deployment~~ to ~~$52.0~~assess ~~billion~~the ~~and~~impact ~~net funded deployment~~ of ~~$16.6~~these ~~billion.~~factors ~~Blue~~on ~~Owl~~financial ~~continued~~markets toand ~~play~~on aour ~~significant~~business. ~~role~~It inis ~~new~~currently ~~deals,~~not ~~add-ons~~possible ~~and~~to ~~refinancings~~predict ~~alongside~~ the ~~syndicated~~ultimate ~~market.~~effects Weof ~~were~~these ~~also~~events ~~active~~on inthe ~~deploying~~financial ~~capital~~markets, ~~for~~overall ~~our~~economy ~~alternative credit strategy~~ and ~~insurance~~our ~~solutions~~Financial ~~platform~~Statements. ~~For~~See ~~Blue~~“Item ~~Owl,~~1A. ~~positive~~Risk ~~net~~Factors ~~deployment~~—Risks ~~and~~Related ~~ongoing~~to ~~capital~~Macroeconomic ~~raising remained key drivers of higher management fees~~Factors.”

~~We continue to see attractive deployment opportunities for our GP Strategic Capital products~~Additionally, aswe ~~capital~~may ~~needs~~pursue ~~across~~investments ~~the~~to ~~private~~accelerate ~~alternative asset management sector remain elevated. We raised incremental capital in~~ our ~~large-cap~~growth ~~GP minority stakes strategy from both the institutional~~ and ~~private~~broaden ~~wealth channels and held an incremental close for~~ our ~~mid-cap~~product ~~minority stakes strategy~~offerings, ~~bringing~~including ~~this~~opportunistically ~~new~~through ~~strategy to nearly $1 billion dollars~~acquisitions. ~~During~~Our ~~the~~acquisition ~~fourth~~strategy ~~quarter,~~is ~~Blue~~centered ~~Owl~~around GPdriving ~~Stakes~~additional ~~III~~scale ~~completed~~or ~~another~~expanding ~~strip~~capabilities ~~sale~~that ofcomplement ~~certain~~or ~~assets~~augment ~~within~~our ~~the fund, providing liquidity for~~ existing ~~investors while offering a creative way for new investors to access our pool of leading notable Partner Managers~~products.

In Real Assets, we continue to actively deploy capital in our net lease strategy across a number of scaled opportunities, with our latest fund now over 75% committed despite having just held a final close in the first quarter of 2024. Our pipeline of deployment opportunities remains robust, reflecting the very significant capital needs of corporations, and we continue to see robust demand from investors in these products. During the fourth quarter, we held an additional close for our European net lease strategy and continued to see strong interest in our non-traded REIT.

We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed management fees. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements. See “Item 1A. Risk Factors —Risks Related to Macroeconomic Factors.”

Additionally, we intend to continue pursuing strategic acquisitions and investments to accelerate our growth and broaden our product offerings. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.

Assets Under Management

We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).

As of December 31, ~~2024~~2025, assets under management related to us, our executives and other employees totaled approximately $46.14 billion (including $2.26 billion related to accrued carried interest). A portion of these assets under management are not charged fees.

Composition of Assets Under Management

Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. 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.

73Management 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. 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.

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~~Management~~All ~~uses~~amounts ~~AUM~~shown ~~not yet paying fees~~ as ~~an indicator~~ of ~~management~~December 31, ~~fees~~2025, ~~that~~totals ~~will~~may ~~be coming online as we deploy existing assets in products that charge fees based on deployed and~~ not ~~uncalled~~sum ~~capital,~~due ~~as well as AUM that is currently subject~~ to ~~a fee holiday that will expire in the future~~rounding. ~~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. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future ~~revenues~~revenue ~~stream~~streams. 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. 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 contractual life is five years or more, which ~~in isolation~~ may cause our percentage of management fees from Permanent Capital to decline.

7476

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Changes in AUM

Year Ended December 31, 2024

Year Ended December 31, 2023

Year Ended December 31, 2025

Year Ended December 31, 2024

(dollars in millions)

Credit

GPReal ~~Strategic Capital~~Assets

~~Real~~GP ~~Assets~~Strategic Capital

Total

Credit

GPReal ~~Strategic Capital~~Assets

~~Real~~GP ~~Assets~~Strategic Capital

Total

Beginning Balance

84135,~~632~~710

5449,~~199~~374

2666,~~856~~035

~~165~~251,~~687~~119

6884,~~607~~632

4826,~~510~~856

2154,~~085~~199

~~138~~165,~~202~~687

Acquisitions

~~27,803~~—

—14,206

~~15,174~~—

4214,~~977~~206

227,~~658~~803

—15,174

—

242,~~658~~977

New capital raised

1320,~~940~~692

817,~~679~~021

4,~~888~~317

2742,~~507~~030

813,~~143~~940

34,~~207~~888

48,~~432~~679

1527,~~782~~507

Change in debt

129,~~733~~998

~~500~~2,955

~~4,131~~—

1712,~~364~~953

512,~~349~~733

—4,131

~~696~~500

617,~~045~~364

Distributions

(713,~~294~~330)

(24,~~430~~761)

(13,~~743~~549)

(1121,~~467~~640)

(37,~~546~~294)

(1,~~684~~743)

(~~758~~2,430)

(511,~~988~~467)

Change in value / other

34,~~896~~687

51,~~087~~809

682,268

98,~~051~~764

3,~~421~~896

~~4,166~~68

15,~~401~~087

89,~~988~~051

Ending Balance

~~135~~157,~~710~~757

6680,~~035~~604

4969,~~374~~071

~~251~~307,~~119~~432

84135,~~632~~710

5449,~~199~~374

2666,~~856~~035

~~165~~251,~~687~~119

Credit. The increase in AUM for the year ended December 31, ~~2024~~2025 was driven by the following:

•$2720.87 billion of new capital raised, primarily driven by ~~the~~$13.0 billion in direct lending products ~~added~~reflecting continued private wealth fundraising in ~~connection~~OCIC ~~with~~and ~~the~~OTIC, ~~KAM~~$3.9 ~~Acquisition~~billion in alternative credit products, $1.9 billion in investment grade credit products and ~~the~~$1.0 ~~Atalaya~~billion ~~Acquisition~~in strategic equity products.

•$10.90 billion ~~new~~of ~~capital~~additional ~~raised~~net indebt ~~direct lending~~commitments, primarily ~~driven by continued private wealth fundraising~~ in ~~OCIC~~direct ~~and OTIC~~lending, as ~~well~~we ascontinue ~~additional~~to ~~fundraise~~opportunistically inmanage ~~other~~leverage ~~recently~~in ~~launched~~our ~~products~~BDCs.

•$1213.73 billion of ~~additional~~distributions, ~~net~~which ~~debt~~primarily ~~commitments,~~relates ~~primarily~~to indistributions ~~direct~~paid ~~lending~~from asour weBDCs, ~~continue~~CLOs toand ~~opportunistically~~alternative ~~manage~~credit ~~leverage~~products, inand ~~our~~redemptions from certain BDCs.

•$74.37 billion ~~offsetting~~of ~~decrease~~overall inappreciation ~~distributions,~~across ~~which~~the platform, primarily ~~relates~~in todirect ~~distributions paid from our BDCs and CLOs~~lending. ~~Redemptions and repurchases from these products were not material.~~

~~•$3~~Real Assets.9 The ~~billion~~increase in AUM for the year ended December 31, 2025 was driven by new capital raised of ~~overall~~$17.0 ~~appreciation~~billion across various products, primarily in our seventh vintage net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT, Blue Owl Digital Infrastructure Trust (“ODIT”), our digital infrastructure REIT, and Blue Owl Digital Infrastructure Fund III (“ODI III”), our third vintage digital infrastructure drawdown product, as well as $14.2 billion added in connection with the ~~platform~~IPI Acquisition, partially offset by distributions of $4.8 billion, primarily in ~~direct~~our ~~lending~~net lease strategy.

GP Strategic Capital. The increase in AUM for the year ended December 31, ~~2024~~2025 was driven by new capital raised of $84.73 billion, primarily in our ~~sixth~~GP ~~flagship~~ minority ~~equity~~ stakes ~~product~~strategy, ~~and~~including ~~our~~ new ~~mid-cap~~vehicles ~~minority~~that ~~equity~~acquired ~~stakes~~assets from a prior vintage product, and our sixth vintage product, as well as overall appreciation ~~primarily~~of in$2.3 ~~our~~billion, GPpartially ~~minority~~offset ~~stakes~~by ~~strategy~~distributions of $53.15 billion in our GP minority stakes strategy.

Real Assets. The increase in AUM for the year ended December 31, 2024 was driven by $15.2 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as new capital raised of $4.9 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, our European net lease product and Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown product, and $4.1 billion of additional net debt commitments, primarily in OREF VI.

Changes in FPAUM

Year Ended December 31, 2024

Year Ended December 31, 2023

Year Ended December 31, 2025

Year Ended December 31, 2024

(dollars in millions)

Credit

GPReal ~~Strategic Capital~~Assets

~~Real~~GP ~~Assets~~Strategic Capital

Total

Credit

GPReal ~~Strategic Capital~~Assets

~~Real~~GP ~~Assets~~Strategic Capital

Total

Beginning Balance

5790,~~074~~957

31,~~075~~500

1437,~~547~~337

~~102~~159,~~696~~794

4957,~~041~~074

2814,~~772~~547

1031,~~997~~075

88102,~~810~~696

Acquisitions

~~22,841~~—

—10,723

~~13,483~~—

3610,~~324~~723

222,~~625~~841

—13,483

—

236,~~625~~324

New capital raised / deployed

1516,~~294~~415

711,~~315~~394

54,~~347~~402

2732,~~956~~211

515,~~675~~294

25,~~845~~347

37,~~975~~315

1227,~~495~~956

Fee basis step down

—(134)

(~~389~~1,796)

—(1,503)

(~~389~~3,433)

~~(71)~~—

~~(339)~~—

—(389)

(~~410~~389)

Distributions

(611,~~590~~193)

(~~676~~4,235)

(1,~~828~~236)

(916,~~094~~664)

(36,~~315~~590)

(~~203~~1,828)

(~~629~~676)

(49,~~147~~094)

Change in value / other

23,~~338~~441

121,166

~~(49)~~497

25,~~301~~104

32,~~119~~338

—(49)

~~204~~12

32,~~323~~301

Ending Balance

9099,~~957~~486

3748,~~337~~752

3139,~~500~~497

~~159~~187,~~794~~735

5790,~~074~~957

31,~~075~~500

1437,~~547~~337

~~102~~159,~~696~~794

Credit. The increase in FPAUM for the year ended December 31, ~~2024~~2025 was driven by the following:

•$2216.84 billion of new capital raised, primarily driven by ~~the~~$11.4 ~~products~~billion ~~added~~new capital raised in ~~connection~~direct ~~with~~lending ~~the~~products ~~KAM~~reflecting ~~Acquisition~~continued private wealth fundraising in OCIC and ~~the~~$2.9 ~~Atalaya~~billion ~~Acquisition~~in alternative credit products.

•$11.92 billion ~~new~~of ~~capital~~distributions, ~~raised~~which inprimarily ~~direct~~relate ~~lending,~~to ~~primarily~~distributions ~~driven~~paid byfrom ~~continued~~our ~~private~~BDCs ~~wealth~~and ~~fundraising~~CLO ~~in OCIC~~products, ~~OTIC~~and redemptions from certain BDCs.

•$63.64 billion ~~offsetting~~of ~~decrease~~overall inappreciation ~~distributions,~~across ~~which~~the platform, primarily ~~relate~~in todirect ~~dividends paid from our BDCs and CLOs~~lending. ~~Redemptions and repurchases from these products were not material.~~

~~•$2.3 billion of overall appreciation across the platform, primarily in direct lending.~~77

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GPReal ~~Strategic Capital~~Assets. The increase in FPAUM for the year ended December 31, ~~2024~~2025 was driven by ~~new~~ capital raised and deployed of $711.34 billion, primarily in ORENT, ODIT, our sixth ~~flagship~~vintage ~~minority~~net ~~equity~~lease ~~stakes~~ product and ODI III, as well as the $10.7 billion added in connection with the IPI Acquisition, partially offset by distributions of $4.2 billion, primarily in our ~~new~~net ~~mid-cap~~lease ~~minority~~strategy ~~equity~~and ~~stakes~~a $1.8 billion fee step down from a prior vintage net lease product.

~~Real~~GP ~~Assets~~Strategic Capital. The increase in FPAUM for the year ended December 31, ~~2024~~2025 was driven by ~~the~~new ~~$13.5~~capital ~~billion~~raised of ~~products~~$4.4 billion ~~added~~primarily in ~~connection~~our ~~with~~GP ~~the~~minority ~~Prima~~stakes ~~Acquisition~~strategy, including new vehicles that acquired assets from a prior vintage product, and ~~the~~our ~~KAM~~sixth ~~Acquisition~~vintage product, aspartially ~~well~~offset asby ~~capital~~a ~~raised~~$1.5 ~~and~~billion ~~deployed~~fee step down from a prior vintage GP minority stakes product, as well as distributions of $51.32 billion, primarily in ~~ORENT~~our ~~and~~GP ~~OREF~~minority VIstakes strategy.

Product Performance

Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. Products presented herein represent products that meet certain quantitative and qualitative criteria that management uses to evaluate each product’s contribution to the overall financial performance of Blue Owl, as a whole.The performance information of our products reflected is not indicative of Blue Owl’s performance. Additionally, the nature of a product's performance itself is not considered in determining whether a product should be included in the tables below. An investment in Blue Owl is not an investment in any of our products. 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. Multiple of invested capital (“MoIC”) and ~~internal rate of return (“~~IRR”) data has not been presented for products that have ~~launched~~been ~~within~~deploying ~~the~~capital ~~last~~for less than two years as such information is generally not meaningful (“NM”).

Credit

														MoIC		IRR
(dollars in millions)	Year ofInception	AUM		CapitalRaised(45)		InvestedCapital (56)		RealizedProceeds(67)		UnrealizedValue (78)		TotalValue		Gross (89)	Net (910)	Gross (1011)		Net (1112)
Direct Lending
Direct Lending (1)
Blue Owl Capital Corporation (1)	2016	$	15,625	$	5,977	$	5,977	$	3,536	$	5,972	$	9,508	1.84x	1.59x	13.7	%	9.8	%
Blue Owl Capital Corporation (2)	2016	$	20,695	$	7,736	$	7,736	$	4,309	$	7,611	$	11,920	1.78x	1.54x	13.9	%	9.8	%
Blue Owl Capital Corporation II (1)(2)	2017	$	2,522	$	1,206	$	1,176	$	530	$	1,153	$	1,683	NM	1.43x	NM		7.4	%
Blue Owl Credit Income Corp.	2020	$	41,519	$	21,533	$	19,317	$	3,521	$	19,322	$	22,843	1.23x	1.18x	12.9	%	10.1	%
Blue Owl Capital Corporation III (1)	2020	$	4,812	$	1,845	$	1,842	$	606	$	1,909	$	2,515	1.43x	1.37x	13.9	%	12.0	%
Blue Owl Technology Finance Corp. (3)	2018	$	16,720	$	7,729	$	7,729	$	1,470	$	8,055	$	9,525	1.28x	1.23x	12.7	%	9.4	%
Blue Owl Credit Income Corp. (1)(2)	2020	$	28,636	$	13,944	$	12,907	$	1,872	$	13,205	$	15,077	NM	1.17x	NM		11.2	%
Blue Owl Technology Income Corp.	2022	$	7,279	$	4,026	$	3,363	$	650	$	3,425	$	4,075	1.26x	1.21x	13.2	%	10.5	%
Blue Owl Technology Finance Corp. (1)	2018	$	7,403	$	3,372	$	3,372	$	970	$	3,608	$	4,578	1.45x	1.36x	11.8	%	9.1	%
Alternative Credit
Blue Owl Technology Finance Corp. II (1)	2021	$	8,207	$	4,178	$	2,623	$	303	$	2,736	$	3,039	1.22x	1.16x	16.5	%	11.7	%
Blue Owl Asset Special Opportunities Fund VIII (4)	2021	$	1,756	$	1,849	$	1,711	$	505	$	1,939	$	2,444	1.48x	1.43x	18.8	%	14.1	%
Blue Owl Technology Income Corp. (1)(2)	2022	$	6,071	$	3,131	$	2,840	$	357	$	2,904	$	3,261	NM	1.15x	NM		11.6	%
Blue Owl First Lien Fund Levered (3)	2018	$	1,419	$	986	$	912	$	590	$	647	$	1,237	1.44x	1.36x	10.2	%	8.3	%
Blue Owl First Lien Fund Unlevered (3)	2019	$	68	$	175	$	156	$	122	$	68	$	190	1.27x	1.22x	6.4	%	5.2	%

(1)Information presented in the AUM through IRR columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date. Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.

(2)~~For~~On ~~the~~January ~~purposes~~13, ~~of calculating Gross IRR~~2025, ~~the~~OBDC ~~expense~~completed ~~support~~its ~~provided~~merger towith ~~the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees~~OBDE, ~~and~~with ~~therefore is not meaningful for~~ OBDC ~~II,~~as ~~OCIC~~the ~~and~~surviving ~~OTIC~~company.

(3)~~Blue~~On ~~Owl~~March ~~First Lien Fund is comprised of three feeder funds: Onshore Levered~~24, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.42x and 1.31x2025, ~~respectively.~~OTF ~~The~~completed ~~gross~~its ~~and~~merger ~~net~~with ~~IRR~~OTF ~~for the Offshore Levered feeder is 9.7% and 7.0%~~II, ~~respectively.~~with ~~All~~OTF ~~other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented~~ as the ~~aggregate~~surviving ~~of the three Blue Owl First Lien Fund feeders~~company. ~~Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.~~

(4)~~Includes~~Information ~~reinvested~~presented ~~dividends~~in ~~and~~the ~~share~~Invested ~~repurchases,~~Capital ifthrough ~~applicable~~IRR columns for these vehicles is presented on a quarter lag.

(5)~~Invested~~Includes ~~capital includes capital calls,~~ reinvested dividends and ~~periodic~~share ~~investor closes~~repurchases, asif applicable.

(6)~~Realized~~Invested ~~proceeds~~capital ~~represent~~includes ~~the~~capital ~~sum~~calls, ofreinvested ~~all~~dividends, ~~cash~~periodic ~~distributions~~investor tocloses ~~investors~~and tender offers, as applicable.

(7)~~Unrealized~~Realized ~~value~~proceeds ~~represents~~represent the ~~product’s~~sum ~~NAV.~~of ~~There~~all ~~can~~cash bedistributions noto ~~assurance that unrealized values will be realized at the valuations indicated~~investors.

(8)~~Gross~~Unrealized ~~MoIC~~value isrepresents ~~calculated~~the ~~by adding total realized proceeds and unrealized values of a~~ product’s ~~investments and dividing by the total amount of invested capital~~NAV. ~~Gross~~There ~~MoIC~~can isbe ~~calculated~~no ~~before~~assurance ~~giving~~that ~~effect~~unrealized tovalues ~~management~~will ~~fees~~be ~~(including~~realized ~~Part~~at Ithe ~~Fees)~~valuations ~~and Part II Fees, as applicable~~indicated.

(9)~~Net~~Gross 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~~Gross MoIC is calculated ~~after~~before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, ~~and~~but net of all other expenses.

(10)~~Gross~~Net ~~IRR~~MoIC ismeasures anthe ~~annualized~~aggregate ~~since~~value ~~inception~~generated ~~gross~~by ~~internal~~a ~~rate~~product’s ofinvestments ~~return~~in ofabsolute ~~cash~~terms. ~~flows~~Net toMoIC ~~and~~is ~~from~~calculated ~~the~~by ~~product~~adding total realized proceeds and ~~the~~unrealized values of a product’s ~~residual~~investments ~~value~~and atdividing by the ~~end~~total amount of ~~the~~invested ~~measurement period~~capital. ~~Gross~~Net ~~IRRs~~MoIC ~~are~~is calculated ~~before~~after 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. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.78

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														MoIC		IRR
(dollars in millions)	Year ofInception	AUM		CapitalRaised		InvestedCapital (2)		RealizedProceeds(3)		UnrealizedValue (4)		TotalValue		Gross (5)	Net (6)	Gross (7)		Net (8)
GP Minority Stakes (1)
Blue Owl GP Stakes I	2011	$	736	$	1,284	$	1,266	$	788	$	540	$	1,328	1.20x	1.05x	3.2	%	0.7	%
Blue Owl GP Stakes II	2014	$	2,894	$	2,153	$	1,962	$	1,009	$	2,142	$	3,151	1.92x	1.61x	13.2	%	8.8	%
Blue Owl GP Stakes III	2015	$	9,554	$	5,318	$	3,280	$	3,728	$	5,323	$	9,051	3.44x	2.76x	29.1	%	22.4	%
Blue Owl GP Stakes IV	2018	$	16,719	$	9,041	$	6,621	$	5,076	$	8,694	$	13,770	2.53x	2.08x	58.8	%	38.7	%
Blue Owl GP Stakes V	2020	$	14,455	$	12,852	$	5,917	$	2,362	$	4,932	$	7,294	1.42x	1.23x	35.9	%	18.8	%

(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. 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. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.

Real Assets


														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised		Invested Capital (4)		Realized Proceeds (5)		Unrealized Value (6)		Total Value		Gross (7)	Net (8)	Gross (9)		Net (10)
Net Lease
Blue Owl Real Estate Fund IV	2017	$	663	$	1,250	$	1,239	$	1,565	$	277	$	1,842	1.55x	1.49x	17.8	%	15.4	%
Blue Owl Real Estate Net Lease Property Fund	2019	$	7,054	$	4,891	$	4,866	$	2,346	$	3,585	$	5,931	1.25x	1.22x	8.3	%	7.4	%
Blue Owl Real Estate Fund V	2020	$	4,112	$	2,500	$	2,500	$	1,122	$	2,133	$	3,255	1.40x	1.30x	13.4	%	10.1	%
Blue Owl Real Estate Net Lease Trust (1)	2022	$	11,751	$	7,568	$	7,568	$	567	$	7,041	$	7,608	NM	NM	NM		NM
Blue Owl Real Estate Fund VI	2022	$	7,792	$	5,163	$	3,293	$	215	$	3,726	$	3,941	1.27x	1.20x	25.2	%	18.0	%
Digital Infrastructure (2)
Blue Owl Digital Infrastructure Fund I (3)	2016	NM		$	1,484	$	1,786	$	1,407	$	1,571	$	2,978	1.79x	1.67x	15.3	%	11.6	%
Blue Owl Digital Infrastructure Fund II	2020	$	5,040	$	3,805	$	3,494	$	28	$	4,701	$	4,729	1.43x	1.35x	12.2	%	8.5	%
Blue Owl Digital Infrastructure Fund III	2022	$	7,691	$	7,170	$	2,622	$	—	$	3,143	$	3,143	1.33x	1.20x	27.7	%	10.3	%

(1)Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date. 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. 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.

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

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

(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. 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. 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)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.

(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. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.

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GP Strategic Capital


														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised		Invested Capital (2)		Realized Proceeds (3)		Unrealized Value (4)		Total Value		Gross (5)	Net (6)	Gross (7)		Net (8)
GP Minority Stakes (1)


Blue Owl GP Stakes III	2015	$	9,814	$	5,318	$	3,292	$	4,588	$	5,232	$	9,820	3.76x	2.98x	28.3	%	22.0	%
Blue Owl GP Stakes IV	2018	$	14,971	$	9,041	$	6,621	$	5,964	$	8,226	$	14,190	2.93x	2.14x	55.0	%	37.1	%
Blue Owl GP Stakes V	2020	$	14,306	$	12,852	$	7,381	$	2,899	$	5,737	$	8,636	1.35x	1.17x	23.2	%	10.4	%

(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag and is exclusive of investments made by the related carried interest vehicles of the respective products.

(2)Invested capital includes capital calls.

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

(4)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.

(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.

(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~~, and all other expenses~~.

(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.

(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~~. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.

~~Real Assets~~80

														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised		Invested Capital(3)		Realized Proceeds(4)		Unrealized Value (5)		Total Value		Gross (6)	Net (7)	Gross (8)		Net (9)
Net Lease
Blue Owl Real Estate Fund IV (1)	2017	$	985	$	1,250	$	1,260	$	1,495	$	423	$	1,918	1.68x	1.52x	21.5	%	17.7	%
Blue Owl Real Estate Net Lease Property Fund	2019	$	7,223	$	3,729	$	4,139	$	1,624	$	3,452	$	5,076	1.26x	1.23x	9.6	%	8.5	%
Blue Owl Real Estate Fund V (1)	2020	$	3,869	$	2,500	$	2,500	$	930	$	2,351	$	3,281	1.40x	1.31x	19.1	%	15.1	%
Blue Owl Real Estate Net Lease Trust (2)	2022	$	6,131	$	4,380	$	3,997	$	170	$	4,064	$	4,234	NM	NM	NM		NM
Blue Owl Real Estate Fund VI (1)	2022	$	9,291	$	5,163	$	1,118	$	37	$	1,041	$	1,078	NM	NM	NM		NM

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

(2)Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date. 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. 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.

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

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

(5)Unrealized value represents the fund’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.

(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. 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.

(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)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. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.

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GAAP Results of Operations Analysis

As a result of the Prima Acquisition, KAM Acquisition, Atalaya Acquisition and ~~Atalaya~~IPI Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends. Prima’s, KAM’s, Atalaya’s and ~~Atalaya~~IPI’s results of operations are included from June 6, 2024, July 1, 2024, ~~and~~ September 30, 2024, and January 3, 2025, respectively.

For a discussion of our results for the year ended December 31, ~~2023~~2024, compared to the year ended December 31, ~~2022~~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 2321, ~~2024~~2025.

Year Ended December 31, ~~2024~~2025, Compared to the Year Ended December 31, ~~2023~~2024

Year Ended December 31,

(dollars in thousands)

~~2024~~2025

~~2023~~2024

$ Change

Revenues

Management fees, net (includes Part I Fees of $527,859 and $387,346)

1,994,064

1,527,241

466,823

Management fees, net (includes Part I Fees of $567,754 and $527,859)

2,521,937

1,994,064

527,873

Administrative, transaction and other fees

~~294~~321,~~267~~469

~~200~~294,~~746~~267

9327,~~521~~202

Performance revenues

726,~~096~~772

37,~~621~~096

319,~~475~~676

Total Revenues, Net

2,~~295~~870,~~427~~178

12,~~731~~295,~~608~~427

~~563~~574,~~819~~751

Expenses

Compensation and benefits

1,~~017~~307,~~483~~040

~~870~~1,~~642~~017,483

~~146~~289,~~841~~557

Amortization of intangible assets

~~258~~358,~~256~~952

~~300~~258,~~341~~256

~~(42~~100,~~085)~~696

General, administrative and other expenses

~~412~~747,~~931~~936

~~242~~412,~~809~~931

~~170~~335,~~122~~005

Total Expenses

12,~~688~~413,~~670~~928

1,~~413~~688,~~792~~670

~~274~~725,~~878~~258

Other Loss

Net gains (losses) on investments

1(7,~~713~~105)

41,~~203~~713

(28,~~490~~818)

Interest and dividend income

4245,~~172~~184

2242,~~176~~172

193,~~996~~012

Interest expense

(~~121~~163,~~894~~755)

(75121,~~696~~894)

(4641,~~198~~861)

Change in TRA liability

7(13,~~080~~608)

(17,~~656)~~080

8(20,~~736~~688)

Change in warrant liability

~~(38,300)~~—

(1438,~~050~~300)

~~(24~~38,~~250)~~300

Change in earnout liability

~~(28~~30,~~300)~~945

(628,~~409~~300)

~~(21~~59,~~891)~~245

Total Other Loss

(~~137~~108,~~529~~339)

(71137,~~432~~529)

~~(66~~29,~~097)~~190

Income Before Income Taxes

~~469~~347,~~228~~911

~~246~~469,~~384~~228

~~222~~(121,~~844~~317)

Income tax expense

4842,~~782~~424

2548,~~608~~782

23(6,~~174~~358)

Consolidated Net Income

~~420~~305,~~446~~487

~~220~~420,~~776~~446

~~199~~(114,~~670~~959)

Net income attributable to noncontrolling interests

(~~310~~226,~~862~~654)

(~~166~~310,~~433~~862)

~~(144~~84,~~429)~~208

Net Income Attributable to Blue Owl Capital Inc.

~~109~~78,~~584~~833

54109,~~343~~584

55(30,~~241~~751)

Revenues, Net

Management Fees. The increase in management fees was primarily due to the drivers below. See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.

•Credit increased $~~334~~286.79 million, including an increase in Part I Fees of $~~137~~43.42 million, primarily due to continued fundraising and deployment of capital ~~primarily~~ within new and existing ~~Credit~~direct lending products. Additionally, ~~as well as~~ management fees from alternative credit products, ~~relating~~net toof the ~~KAM~~amortization ~~Acquisition~~ of deferred incentives paid to customers, increased $2760.98 million, ~~and~~primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024, as well as an increase in management fees of $1939.87 million from investment grade credit products, primarily as a result of the KAM Acquisition closing in July 2024.

~~•GP Strategic Capital increased $66.7 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.~~81

•Real Assets increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.

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•Real Assets increased $220.1 million, primarily due to management fees of $163.5 million related to digital infrastructure products, net of the amortization of deferred incentives paid to customers, as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Management fees from digital infrastructure included $35.1 million of catch-up fees, substantially all of which were paid as contingent consideration to the sellers of the IPI business. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

•GP Strategic Capital increased $20.8 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.

Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by the following:

•$3541.6 million increase in dealer manager revenues, ~~due~~ primarily due to growth in ~~the~~sales ~~distribution~~ of OCIC and ORENT.

•$309.08 million increase in ~~fee~~administrative ~~income~~fees, ~~earned~~primarily ~~for~~driven ~~services~~by ~~provided~~a tohigher ~~portfolio~~level ~~companies,~~of ~~reflecting~~compensation anexpenses ~~increase~~reimbursable infrom ~~volume~~our offunds ~~transactions~~due onto ~~which~~the wegrowth ~~earn~~in ~~such~~our ~~fees~~products and business overall.

•$2624.31 million ~~increase~~offsetting decrease in ~~administrative~~fee ~~fees,~~income ~~driven~~earned byfor aservices ~~higher~~provided ~~level of reimbursable compensation expenses due~~ to ~~growth~~portfolio ~~of our products and business overall~~companies.

Performance Revenues. The increase in performance revenues was driven primarily by products in the Real Assets net lease strategy.

Expenses

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

•$~~172~~162.53 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

•$5697.9 0 million increase in ~~our~~amortization ~~other~~primarily related to recurring annual equity grants, driven by additional grants made during the fourth quarter of ~~2023~~2024 in connection with year-end bonus compensation~~, offset by a $56~~.6 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 1 to our Financial Statements) in January 2024.

•$2530.7 3 million ~~offsetting~~increase ~~decrease~~ in amortization primarily related to acquisition-related ~~cash~~equity compensation, ~~primarily~~driven ~~due~~by to the ~~settlement~~Atalaya ofEarnouts, as the ~~Second~~Atalaya ~~Oak~~Acquisition ~~Street~~closed ~~Earnout~~ in ~~January~~the third quarter of 2024. See Note 3 to our Financial Statements for additional information.

Amortization of Intangible Assets. Amortization of intangible assets ~~decreased~~increased $42100.17 million, primarily due to ~~corporate~~intangible ~~actions~~assets ~~taken~~acquired ~~during the first quarter of 2023, resulting~~ in aconnection ~~change~~with of the ~~estimated~~IPI ~~useful lives of acquired trademarks. As a result of the corporate actions~~Acquisition, ~~the~~Atalaya ~~remaining unamortized balance of the trademarks of $72.4 million was expensed through June 30~~Acquisition, ~~2023. This decrease was partially offset by an increase of $32.2 million related to intangible assets acquired in the~~ KAM Acquisition, ~~Atalaya Acquisition~~ and Prima Acquisition.

General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by the following:

•$61233.26 million increase inrelated ~~Transaction Expenses, primarily due~~ to the ~~KAM~~Services ~~Acquisition~~Agreement, ~~Atalaya~~which ~~Acquisition~~was ~~and~~entered ~~Prima~~into ~~Acquisition~~in January 2025. See Note 310 to our Financial Statements for additional details on ~~our~~the ~~Transaction~~Services ~~Expenses by acquisition~~Agreement.

•$3541.92 million increase related to dealer manager expenses, primarily due to growth in ~~our~~the ~~products~~distribution ~~and~~of ~~business~~OCIC ~~overall~~and ORENT.

•$7337.0 5 million ~~increase~~offsetting decrease in ~~other~~Transaction ~~operating~~Expenses, ~~expenses~~as ~~across~~costs ~~various~~incurred ~~categories~~related to the IPI Acquisition and BDC-related corporate actions in the current-year period were lower than the costs incurred related to the KAM Acquisition, ~~driven~~Atalaya byAcquisition ~~our~~and ~~continued~~Prima ~~growth.~~Acquisition in the prior-year period.

~~Other~~•$14.4 million ~~Loss~~increase related to expense support for certain products that we manage.

~~Interest and Dividend Income~~•$83.3 ~~The~~million increase in ~~interest~~other ~~and~~operating ~~dividend~~expenses ~~income~~across ~~was~~various ~~driven~~categories bythat ~~dividend~~were ~~income~~individually ~~from~~immaterial, ~~the~~primarily ~~preferred~~in ~~equity~~occupancy ~~investment~~and ~~made~~other inoffice-related ~~April~~costs, ~~2024~~and inprofessional ~~Kuvare~~fees, UKdriven ~~Holdings~~by our continued growth.

Interest Expense. The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) during the second quarter of 2024.82

Change in Warrant Liability. The change in the warrant liability for the current year period was driven by the increase in the price of our Class A Shares and the exercise of the Private Placement Warrants in November 2024. 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 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).

Income Tax Expense

The increase in income tax expense was due to higher pre-tax income in the current period as a result of the drivers discussed above. Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.

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~~Net~~Other ~~(Income)~~ Loss ~~Attributable To Noncontrolling Interests~~

~~Net~~Interest ~~(income)~~Expense. ~~loss~~The ~~attributable~~increase toin ~~noncontrolling~~interest ~~interests~~expense ~~primarily~~was ~~represents~~driven ~~the~~by ~~allocation~~higher toaverage ~~Common~~debt ~~Units~~outstanding, ~~(as~~reflecting ~~defined~~the inissuance ~~Note 1 to our Financial Statements)~~ of ~~their pro rata share of~~ the ~~Blue~~6.250% ~~Owl~~Senior ~~Operating~~Notes ~~Group’s net income or loss~~ due to2034 (the ~~drivers~~“2034 ~~discussed~~Notes”) ~~above.~~in ~~The~~April ~~Common~~2024 ~~Units~~and ~~represented~~June an2024, ~~approximately~~and ~~63%~~a ~~weighted~~higher average ~~economic~~balance ~~interest~~on inour ~~the~~Revolving ~~Blue~~Credit ~~Owl Operating Group for the year ended December 31, 2024~~Facility.

Change in TRA Liability. The change in the TRA liability for the current year period was primarily due to accretion resulting from the passage of time and a decrease in the discount rate on the portion carried at fair value. The change in the TRA liability for the prior period was driven primarily by an increase in the discount rate, partially offset by accretion resulting from the passage of time on the portion carried at fair value.

Change in Warrant Liability. The change in the warrant liability for the prior period was driven by the increase in the price of our Class A Shares. All remaining outstanding warrants were exercised in November 2024.

Change in Earnout Liability. 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).

Net Income Attributable To Noncontrolling Interests

Net income attributable to noncontrolling interests primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s net income due to the drivers discussed above. The Common Units represented an approximately 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. Management uses these measures in budgeting and to assess the operating results of our business, and we believe that this information enhances the ability of stockholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measures used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.

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. FRE performance revenues refers to the GAAP performance revenues that are measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments. 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.

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. 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. FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period. DE performance revenues refers to GAAP performance revenues that are not FRE performance revenues.83

Distributable Earnings

Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. 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 assessing the amount of earnings available for distribution.

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Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; 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. 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”). FRE revenues also exclude the portion of IPI catch-up fees earned that relate to periods prior to the closing of the IPI Acquisition, as such amounts are payable as contingent consideration to the sellers. FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period. DE performance revenues refers to GAAP performance revenues that are not FRE performance revenues.

Distributable Earnings

Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. 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.

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.

Fee-Related Earnings and Distributable Earnings Summary

	Year Ended December 31,			~~Year Ended December 31,~~
(dollars in thousands)	2025			2024			~~2024~~$ Change		~~2023~~
FRE revenues	$	2,654,712		$	2,170,563		$	2484,~~170,563~~149	$	~~1,660,459~~
FRE expenses	1,107,187			881,125			~~881~~226,~~125~~062		~~652,052~~
Net income allocated to noncontrolling interests included in Fee-Related Earnings	(50,989)			(36,072)			(3614,~~072~~917)		~~(10,690)~~
Fee-Related Earnings	$	1,496,536		$	1,253,366		$	1243,~~253,366~~170	$	~~997,717~~
Distributable Earnings	$	1,309,072		$	1,129,248		$	1179,~~129,248~~824	$	~~927,838~~
FRE Margin	58.3		%	59.4		%

Fee-Related Earnings and Distributable Earnings for the year ended December 31, ~~2024~~2025 increased as a result of higher FRE revenues in Credit, GPReal ~~Strategic~~Assets ~~Capital~~ and ~~Real~~GP ~~Assets~~Strategic Capital, partially offset by higher FRE expenses, as further discussed below.

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FRE Revenues

	Year Ended December 31,		~~Year Ended December 31,~~
(dollars in thousands)	2025		2024		~~2024~~$ Change		~~2023~~
Credit Platform
Direct lending	$	1,308,154	$	1,133,304	$	1174,~~133,304~~850	$	~~870,475~~
Alternative credit	90,407		19,834		1970,~~834~~573		—
Investment grade credit	67,605		27,892		2739,~~892~~713		—
Liquid credit	23,144		27,750		27(4,~~750~~606)		~~27,936~~
Other	41,980		25,814		2516,~~814~~166		~~1,491~~
Management Fees, Net					1,234,594		899,902
Amortization of deferred incentives paid to customers	(9,807)		—		(9,807)
Administrative, transaction and other fees					118,370		85,566
Management Fees, Net(1)	1,521,483		1,234,594		286,889
FRE performance revenues					2,274		1,276
Administrative, transaction and other fees	91,167		118,370		(27,203)
FRE Revenues - Credit Platform					1,355,238		986,744
FRE performance revenues	2,713		2,274		439
GP Strategic Capital Platform
FRE Revenues - Credit Platform	1,615,363		1,355,238		260,125
GP minority stakes					589,246		526,502
Real Assets Platform
GP debt financing					22,633		16,921
Net lease	202,105		168,588		33,517
Professional sports minority stakes					3,395		2,409
Real estate credit	42,291		19,161		23,130
Management Fees, Net					615,274		545,832
Digital infrastructure	130,948		—		130,948
Administrative, transaction and other fees					7,153		5,244
Amortization of deferred incentives paid to customers	(1,102)		—		(1,102)
FRE Revenues - GP Strategic Capital Platform					622,427		551,076
Management Fees, Net(2)	374,242		187,749		186,493
Real Assets Platform
Administrative, transaction and other fees	6,036		736		5,300
Net lease					168,588		122,365
FRE performance revenues	14,117		4,413		9,704
Real estate credit					19,161		—
FRE Revenues - Real Assets Platform	394,395		192,898		201,497
Management Fees, Net					187,749		122,365
GP Strategic Capital Platform
FRE performance revenues					4,413		—
GP minority stakes	615,181		589,246		25,935
Administrative, transaction and other fees					736		274
GP debt financing	17,518		22,633		(5,115)
FRE Revenues - Real Assets Platform					192,898		122,639
Professional sports minority stakes	4,181		3,395		786
Total FRE Revenues					$	2,170,563	$	1,660,459
Management Fees, Net(3)	636,880		615,274		21,606
Administrative, transaction and other fees	8,074		7,153		921
FRE Revenues - GP Strategic Capital Platform	644,954		622,427		22,527
Total FRE Revenues	$	2,654,712	$	2,170,563	$	484,149

81(1)Includes $10.6 million and $3.1 million of catch-up fees for the years ended December 31, 2025 and 2024, respectively.

(2)Includes $1.5 million of catch-up fees for the year ended December 31, 2025. There were no catch-up fees for the year ended December 31, 2024.

(3)Includes $2.0 million and $10.8 million of catch-up fees for the years ended December 31, 2025 and 2024, respectively.

FRE Management Fees. For the year ended December 31, 2025, the increase in FRE management fees was primarily driven by the following:

•Credit increased $286.9 million, including an increase in Part I Fees of $43.2 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products. Additionally, management fees from alternative credit products, net of the amortization of deferred incentives paid to customers, increased $60.8 million, primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024, as well as an increase in management fees of $39.7 million from investment grade credit products, primarily as a result of the KAM Acquisition closing in July 2024.

•Real Assets increased $186.5 million, primarily due to management fees of $129.8 million related to digital infrastructure products, net of the amortization of deferred incentives paid to customers, as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.

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~~FRE~~•GP ~~Management~~Strategic ~~Fees~~Capital increased $21.6 ~~The~~million, ~~increase~~primarily driven by fundraising in ~~FRE~~our ~~management~~sixth ~~fees~~vintage ~~was~~GP ~~primarily~~minority ~~driven~~stakes product, partially offset by ~~the~~a ~~following:~~fee step down from a prior vintage GP minority stakes product.

~~•Credit~~ FRE ~~management fees increased $334.7 million~~Administrative, ~~including~~Transaction anand ~~increase~~Other ~~in Part I~~ Fees ~~of $137~~.4 ~~million,~~For ~~due~~the toyear ~~continued~~ended ~~fundraising~~December ~~and~~31, ~~deployment~~2025, ofthe ~~capital~~decrease ~~primarily~~in ~~within~~FRE ~~new and existing Credit products~~administrative, astransaction ~~well~~and asother ~~management~~ fees ~~from~~was ~~products~~driven ~~relating~~primarily toby ~~the~~a ~~KAM~~decrease ~~Acquisition~~ of $2724.91 million ~~and~~in ~~Atalaya~~fee ~~Acquisition~~income ofearned ~~$19~~for services provided to portfolio companies.~~8 million.~~

~~•GP~~FRE ~~Strategic~~Performance ~~Capital~~Revenues. ~~FRE~~For ~~management~~the ~~fees~~year ~~increased~~ended ~~$69.4~~December ~~million~~31, 2025, the increase in FRE performance revenues was primarily driven by ~~fundraising~~products in ~~our~~the ~~sixth~~Real ~~flagship~~Assets ~~minority~~net ~~equity~~lease ~~stakes product~~strategy.

•Real Assets FRE management fees increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.


	Year Ended December 31,
(dollars in thousands)	2025		2024		$ Change
FRE compensation and benefits	$	765,009	$	620,877	$	144,132
FRE general, administrative and other expenses	342,178		260,248		81,930
Total FRE Expenses	$	1,107,187	$	881,125	$	226,062

FRE ~~Administrative,~~Compensation ~~Transaction~~ and ~~Other Fees~~Benefits. ~~The~~For ~~increase~~the inyear ~~FRE~~ended ~~administrative~~December 31, ~~transaction~~2025, FRE compensation and ~~other~~benefits ~~fees~~expenses ~~was~~increased, driven ~~primarily~~ by anhigher ~~increase~~compensation ~~of $30.0 million in fee income earned for services provided~~ to ~~portfolio~~existing ~~companies~~employees, ~~reflecting~~as anwell ~~increase~~as inincreased ~~volume~~headcount ofdue ~~transactions~~to onour ~~which~~continued ~~we earn such fees~~growth.

	Year Ended December 31,
(dollars in thousands)		2024		2023
FRE compensation and benefits		$	620,877	$	467,272
FRE general, administrative and other expenses		260,248		184,780
Total FRE Expenses		$	881,125	$	652,052

FRE General, Administrative and Other Expenses. For the year ended December 31, 2025, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, reflecting our increased headcount due to our continued growth.

~~FRE Compensation and Benefits. FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.~~86

FRE General, Administrative and Other Expenses. The increase in FRE general, administrative and other expenses was driven by higher operating expenses across various categories, driven by our continued growth.

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Non-GAAP Reconciliations

The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.

	Year Ended December 31,
(dollars in thousands)		~~2024~~2025		~~2023~~2024
GAAP Net Income Attributable to Class A Shares		$	~~109~~78,~~584~~833	$	54109,~~343~~584
Net income attributable to noncontrolling interests		~~310~~226,~~862~~654		~~166~~310,~~433~~862
Income tax expense		4842,~~782~~424		2548,~~608~~782
GAAP Income Before Income Taxes		~~469~~347,~~228~~911		~~246~~469,~~384~~228
Strategic Revenue-Share Purchase consideration amortization		4344,~~553~~321		4043,~~858~~553
DE performance revenues		(~~409~~9,942)		(~~2,345~~409)
DE performance revenues compensation		~~143~~8,451		~~821~~143
Equity-based compensation - other		215,464		158,573
IPI Acquisition-related catch-up fees payable to sellers		(33,653)		—
Equity-based compensation - acquisition related		27,972		84,543
Equity-based compensation - other		312,706		215,464
Equity-based compensation - Business Combination grants		69,173		69,448
Equity-based compensation - acquisition-related		298,277		27,972
Acquisition-related cash earnout amortization		—		25,731
Equity-based compensation - Business Combination grants		62,541		69,173
Capital-related compensation		3,858		5,930
Acquisition-related cash amortization		5,566		—
Amortization of intangible assets		258,256		300,341
Capital-related compensation		2,496		3,858
Transaction Expenses		74,476		13,308
Amortization of intangible assets		358,952		258,256
Expense support		(9,805)		(6,617)
Transaction Expenses		36,963		74,476
Net losses on investments		(1,713)		(4,203)
Expense support		4,597		(9,805)
Change in TRA liability		(7,080)		1,656
Net gains (losses) on investments		7,105		(1,713)
Change in warrant liability		38,300		14,050
Change in TRA liability		13,608		(7,080)
Change in earnout liability		28,300		6,409
Change in warrant liability		—		38,300
Interest and dividend income		(42,172)		(22,176)
Change in earnout liability		(30,945)		28,300
Interest expense		121,894		75,696
Interest and dividend income		(45,184)		(42,172)
Fee-Related Earnings Before Noncontrolling Interests		1,289,438		1,008,407
Interest expense		163,755		121,894
Net income allocated to noncontrolling interests included in Fee-Related Earnings		(36,072)		(10,690)
Fee-Related Earnings Before Noncontrolling Interests		1,547,525		1,289,438
Fee-Related Earnings		1,253,366		997,717
Net income allocated to noncontrolling interests included in Fee-Related Earnings		(50,989)		(36,072)
DE performance revenues		409		2,345
Fee-Related Earnings		1,496,536		1,253,366
DE performance revenues compensation		(143)		(821)
DE performance revenues		9,942		409
Interest and dividend income		42,172		22,176
DE performance revenues compensation		(8,451)		(143)
Interest expense		(121,894)		(75,696)
Interest and dividend income		45,184		42,172
Taxes and TRA payments		(44,662)		(17,883)
Interest expense		(163,755)		(121,894)
Distributable Earnings		$	1,129,248	$	927,838
Taxes and TRA payments		(70,384)		(44,662)
Distributable Earnings		$	1,309,072	$	1,129,248

	Year Ended December 31,
(dollars in thousands)		~~2024~~2025		~~2023~~2024
GAAP Revenues		$	2,295,427	$	1,731,608
GAAP Management Fees		$	2,521,937	$	1,994,064
Strategic Revenue-Share Purchase consideration amortization		4344,~~553~~321		4043,~~858~~553
DE performance revenues		(409)		(2,345)
IPI Acquisition-related catch-up fees payable to sellers		(33,653)		—
Reimbursed expenses		(168,008)		(109,662)
FRE Management Fees		$	2,532,605	$	2,037,617
FRE Revenues		$	2,170,563	$	1,660,459

8387

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	Year Ended December 31,
(dollars in thousands)		~~2024~~2025		~~2023~~2024
GAAP Compensation and Benefits		$	1,017,483	$	870,642
GAAP Administrative, Transaction, and Other Fees		$	321,469	$	294,267
DE performance revenues compensation		(143)		(821)
Reimbursed expenses		(216,192)		(168,008)
Equity-based compensation - other		(215,464)		(158,573)
FRE Administrative, Transaction and Other Fees		$	105,277	$	126,259
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~~2025		~~2023~~2024
GAAP General, Administrative and Other Expenses		$	412,931	$	242,809
Performance Revenues		$	26,772	$	7,096
Transaction Expenses		(74,476)		(13,308)
DE performance revenues		(9,942)		(409)
Expense support		9,805		6,617
FRE Performance Revenues		$	16,830	$	6,687
Reimbursed expenses		(88,012)		(51,338)
FRE General, Administrative and Other Expenses		$	260,248	$	184,780

	Year Ended December 31,
(dollars in thousands)		~~2024~~2025			~~2023~~2024
Income Before Income Taxes		$	469,228		$	246,384
GAAP Revenues		$	2,870,178		$	2,295,427
GAAP Revenues		$	2,295,427		$	1,731,608
Strategic Revenue-Share Purchase consideration amortization		44,321			43,553
GAAP Margin		20		%	14		%
DE performance revenues		(9,942)			(409)
Fee-Related Earnings Before Noncontrolling Interests		$	1,289,438		$	1,008,407
IPI Acquisition-related catch-up fees payable to sellers		(33,653)			—
FRE Revenues		$	2,170,563		$	1,660,459
Reimbursed expenses		(216,192)			(168,008)
FRE Margin		59		%	61		%
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

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	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. From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.

We ended the fourth quarter of ~~2024~~2025 with $~~152~~194.15 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.

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.;

Filing Compare · BLUE OWL CAPITAL INC.