BLUE OWL CAPITAL INC.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), should be read in conjunction with the Financial Statements. For a description of our business, please see “Item 1. Business” in our Annual Report.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), should be read in conjunction with the Financial Statements. For a description of our business, please see “Item 1. Business” in our

Previous wording

As of September 30, 2025, our AUM was $295.6 billion, which included $183.8 billion of FPAUM. As of September 30, 2025, we had $28.4 billion in AUM not yet paying fees, providing approximately $361 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.

Current wording

As of March 31, 2026, our AUM was $314.9 billion, which included $188.4 billion of FPAUM. As of March 31, 2026, we had $29.9 billion in AUM not yet paying fees, providing approximately $349 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.

Previous wording

As of September 30, 2025, assets under management related to us, our executives and other employees totaled approximately $6.1 billion (including $2.9 billion related to accrued carried interest). A portion of these assets under management are not charged fees.

Current wording

As of March 31, 2026, assets under management related to us, our executives and other employees totaled approximately $6.2 billion (including $2.9 billion related to accrued carried interest). A portion of these assets under management are not charged fees.

Previous wording

Management uses AUM not yet paying fees as an indicator of management fees that will come online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide approximately $361 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.

Current wording

Management uses AUM not yet paying fees as an indicator of management fees that will come online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide approximately $349 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.

Previous wording

Credit. The increase in AUM for the nine months ended September 30, 2025 was driven by the following:

Current wording

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

Previous wording

•$15.4 billion of new capital raised, primarily driven by $10.1 billion in direct lending products reflecting continued private wealth fundraising in OCIC and OTIC, $1.9 billion in alternative credit products and $1.5 billion in investment grade credit products.

Current wording

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

Previous wording

•$6.8 billion of additional net debt commitments, primarily in direct lending, as we continue to opportunistically manage leverage in our BDCs.

Current wording

•$0.7 billion of additional net debt commitments, primarily in direct lending, as we continue to opportunistically manage leverage in our BDCs.

Previous wording

•$9.2 billion of distributions, which primarily relates to distributions paid from our BDCs, CLOs and alternative credit products. Redemptions and repurchases from these products were not material.

Current wording

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

Previous wording

Real Assets. The increase in AUM for the nine months ended September 30, 2025 was driven by $14.2 billion added in connection with the IPI Acquisition, as well as new capital raised of $10.9 billion across various products, primarily in our seventh vintage net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT, and Blue Owl Digital Infrastructure Fund III (“ODI III”), our third vintage digital infrastructure drawdown product.

Current wording

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

Previous wording

GP Strategic Capital. The increase in AUM for the nine months ended September 30, 2025 was driven by new capital raised of $3.7 billion primarily in our GP minority stakes strategy, including new vehicles that recently acquired assets from a prior vintage product, and our sixth vintage product, as well as overall appreciation of $1.5 billion, partially offset by distributions of $2.5 billion, primarily in our GP minority stakes strategy.

Current wording

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

Previous wording

•$7.7 billion of distributions, which primarily relate to distributions paid from our BDCs, CLOs and investment grade credit products. Redemptions and repurchases from these products were not material.

Current wording

•$3.4 billion of distributions, which primarily relate to distributions paid from our BDCs, and $1.2 billion of redemptions from non-traded BDCs.

Previous wording

GP Strategic Capital. The increase in FPAUM for the nine months ended September 30, 2025 was driven by new capital raised of $4.0 billion primarily in our GP minority stakes strategy, including new vehicles that recently acquired assets from a prior vintage product, and our sixth vintage product.

Current wording

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

Previous wording

Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of Blue Owl’s performance. 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 been deploying capital for less than two years as such information is generally not meaningful (“NM”).

Current wording

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 been deploying capital for less than two years as such information is generally not meaningful (“NM”).

Previous wording

(6)Includes reinvested dividends and share repurchases, if applicable.

Current wording

(3)Includes reinvested dividends and share repurchases, if applicable.

Previous wording

(7)Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.

Current wording

(4)Invested capital includes capital calls, reinvested dividends, periodic investor closes and tender offers, as applicable.

Previous wording

(13)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.

Current wording

(10)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.

Previous wording

(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 return to be a useful measure of the overall investment performance for this product. Total net return was 8.0%, 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.

Current wording

(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 8.8%, 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.

Previous wording

(3)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.

Current wording

(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.

Previous wording

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

Current wording

(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.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

•$17.1 million increase in administrative fees, driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.

Current wording

•$7.2 million increase in administrative fees, primarily driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.

Previous wording

•$9.5 million increase in dealer manager revenues, primarily due to growth in the distribution of OCIC and ORENT.

Current wording

•$4.8 million increase in dealer manager revenues, primarily due to growth in sales of net lease products.

Previous wording

•$21.7 million increase in amortization primarily related to recurring annual equity grants, driven by additional grants made during the fourth quarter of 2024 in connection with year-end bonus compensation.

Current wording

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

Previous wording

•$35.2 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.

Current wording

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

Previous wording

•$45.2 million increase in amortization related to acquisition-related equity compensation, primarily due to the Atalaya Earnouts, as the Atalaya Acquisition closed in the third quarter of 2024. See Note 3 to the financial statements in our Annual Report for additional information.

Current wording

•$15.3 million increase in amortization primarily related to acquisition-related equity compensation, driven by the Atalaya Earnouts. See Note 3 to the financial statements in our Annual Report for additional information.

Previous wording

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

Current wording

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

Previous wording

•$178.8 million increase related to the Services Agreement, which was entered into in January 2025. See Note 10 to our Financial Statements for additional details on the Services Agreement.

Current wording

•$7.2 million decrease related to the Services Agreement, which was entered into in January 2025. See Note 10 to our Financial Statements for additional details on the Services Agreement.

Previous wording

•$5.3 million increase related to expense support for certain products that we manage.

Current wording

•$9.6 million offsetting increase related to expense support for certain products that we manage.

Previous wording

•$27.8 million increase related to dealer manager expenses, primarily due to growth in the distribution of OCIC and ORENT.

Current wording

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

Previous wording

•$27.5 million increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, driven by our continued growth.

Current wording

•$11.9 million offsetting increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, and professional fees, driven by our continued growth.

Previous wording

The change in income tax expense was due to lower 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.

Current wording

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

Previous wording

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 59% and 64% weighted average economic interest in the Blue Owl Operating Group for the nine months ended September 30, 2025 and 2024, respectively. The year-over-year decline in the Common Units’ interest in the Blue Owl Operating Group was driven by exchanges of Common Units for Class A Shares.

Current wording

Net income attributable to noncontrolling interests primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s net income due to the drivers discussed above. The Common Units represented an approximately 56% weighted average economic interest in the Blue Owl Operating Group for the three months ended March 31, 2026.

Previous wording

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.

Current wording

Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in Blue Owl Holdings; 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.

Previous wording

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.

Current wording

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 Common Units and Incentive 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.

Previous wording

FRE Management Fees. For the three months ended September 30, 2025, the increase in FRE management fees was primarily driven by the following:

Current wording

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

Previous wording

FRE Administrative, Transaction and Other Fees. For the three months ended September 30, 2025, the decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $3.9 million in fee income earned for services provided to portfolio companies, reflecting a decrease in the volume of transactions on which we earn such fees.

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

We ended the third quarter of 2025 with $137.3 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.

Current wording

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

Previous wording

As of September 30, 2025, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). We also had $770.0 million outstanding under our Revolving Credit Facility as of September 30, 2025, which was amended in August 2025, among other things, to increase the total borrowing capacity to $2.425 billion (subject to a potential increase to $3.0 billion upon the satisfaction of certain conditions) and to extend the maturity date to August 8, 2030. Of the amount borrowed under the Revolving Credit Facility as of September 30, 2025, $430.0 million was repaid subsequent to quarter end. The Third Amendment to the Amended and Restated Credit Agreement is included as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 8, 2025, incorporated by reference in Exhibit 10.1 to this report.

Current wording

As of March 31, 2026, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034 (the “2034 Notes”) and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). We also had $1.360 billion outstanding under our Revolving Credit Facility as of March 31, 2026. As of May 1, 2026, $940.0 million was outstanding under the Revolving Credit Facility.