Pursuant to the TRA, the Company will pay 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of Blue Owl Holdings related to the Business Combination and any subsequent exchanges of Common Units for shares of the Registrant or cash.

Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and pays recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA. In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions.

The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.

During the six months ended June 30, 2026 and 2025, the Company made TRA payments of $64.8 million and $53.5 million, respectively, inclusive of interest, and including $4.6 million and $4.8 million, respectively, paid to related parties. The table below presents management’s estimate as of June 30, 2026, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.

In the normal course of business, the Company enters into contracts that contain indemnities or guarantees for related parties of the Company, including the Company’s products, as well as persons acting on behalf of the Company or such related parties and third parties. The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition. As of June 30, 2026, the Company has not had prior claims or losses pursuant to these arrangements.

In the ordinary course of business, we are from time to time involved in litigation and claims incidental to the conduct of our business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. See “Item 1A. Risk Factors” in our Annual Report. Given the inherent unpredictability of these types of legal and regulatory proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could materially affect its results of operations, financial condition or cash flows.

On April 27, 2026, a derivative action was brought by Richard Delman on behalf of Blue Owl Capital Corporation (“OBDC”) in the United States District Court for the Southern District of New York, alleging that Blue Owl Credit Advisors LLC (“BOCA”), an indirect subsidiary of the Company, received excessive advisory fees in violation of its statutory fiduciary duty under Section 36(b) of the Investment Company Act of 1940. In June and July of 2026, three derivative actions were brought in the United States District Courts for the Southern District of New York and the District of Maryland on behalf of Blue Owl Technology Finance Corp. (“OTF”) by purported OTF shareholders, each of which allege that Blue Owl Technology Credit Advisors LLC (“BOTCA”), an indirect subsidiary of the Company, received excessive advisory fees in violation of its statutory fiduciary duty under Section 36(b) of the Investment Company Act of 1940. One of the actions also names certain directors and officers of the Company as additional defendants. Each of these Section 36(b) actions seeks recovery of the allegedly excessive fees, injunctive relief, costs and rescission of the Investment Advisory Agreements with BOCA and BOTCA, respectively. The Section 36(b) actions are in their preliminary stages. The Company believes each of the claims asserted in the aforementioned complaints are without merit and intends to vigorously defend against each of them. The outcome of each matter is inherently uncertain, and the Company is unable to predict the ultimate outcome or estimate the amount or range of loss, if any, that may result from each matter.