BLUE OWL CAPITAL INC.OWL
BLUE OWL CAPITAL INC. Earnings Per Share Disclosure
12. EARNINGS PER SHARE
The table below presents the treatment for basic and diluted earnings per share for the Registrant’s outstanding instruments, as well as the treatment for diluted earnings per share for the Blue Owl Operating Group’s outstanding instruments. Instruments that could potentially dilute the earnings are included in the calculation only if they would have a dilutive effect.
| Basic | Diluted | ||||||||||
Class A Shares(1) | Included | Included | |||||||||
| Class B Shares | None outstanding | None outstanding | |||||||||
| Class C Shares and Class D Shares | Non-economic voting shares of the Registrant | Non-economic voting shares of the Registrant | |||||||||
Vested RSUs(1) | Included | Included | |||||||||
| Unvested RSUs | Excluded | Treasury stock method | |||||||||
Warrants(2) | Excluded | Treasury stock method | |||||||||
Compensation-classified Wellfleet Earnout Shares(3) | Excluded | Excluded | |||||||||
Contingent consideration-classified Wellfleet Earnout Shares(3) | Excluded | Excluded | |||||||||
Prima Earnouts - portion payable in Class A Shares(4) | Contingently issuable shares | Contingently issuable shares | |||||||||
| Potentially Dilutive Instruments of the Blue Owl Operating Group: | |||||||||||
Vested Common Units and Incentive Units(5) | n/a | If-converted method | |||||||||
Unvested Incentive Units(5) | n/a | The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units | |||||||||
Oak Street Earnout Units(6) | n/a | Contingently issuable shares - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units | |||||||||
Prima Earnouts - portion payable in Common Units(4) | n/a | Contingently issuable shares - If-converted method | |||||||||
Compensation-classified Atalaya Earnouts(7) | n/a | Contingently issuable shares - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units | |||||||||
Contingent consideration-classified Atalaya Earnouts(7) | n/a | Contingently issuable shares - If-converted method | |||||||||
Services Agreement-related Incentive Units(8) | n/a | Contingently issuable shares - The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units | |||||||||
IPI Subsequent Payment(9) | n/a | Contingently issuable shares - If-converted method | |||||||||
(1)Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares, as such shares are issuable for no consideration. These RSUs do not participate in dividends until settled in Class A Shares. These vested RSUs totaled 11,386,999, 11,699,282 and 11,222,103 for the years ended December 31, 2025, 2024 and 2023, respectively.
(2)The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income attributable to Blue Owl Capital Inc. for the period.
(3)During the second quarter of 2023, the Company modified the Wellfleet Earnout Shares arrangement such that settlement of the Wellfleet Earnout Shares would be in cash at each payment date. As a result of the modification, the Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for the years ended December 31, 2024 and 2023.
(4)As of December 31, 2025, the Prima Triggering Event (defined in Note 3) with respect to the Prima Earnouts had not occurred, and therefore the portion of such earnouts payable in Class A Shares have not been included in the calculation of basic earnings per share for the year ended December 31, 2025. Had December 31, 2025 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred, and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the year ended December 31, 2025.
(5)The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interests, as well as any incremental tax expense or benefit had the instruments converted into Class A Shares as of the beginning of the period.
(6)The First Oak Street Earnouts and the Second Oak Street Earnouts were settled in Common Units during the three months ended March 31, 2023 and 2024, respectively. As of December 31, 2023, the Oak Street triggering event with respect to the Second Oak Street Earnouts had not occurred. Had December 31, 2023 been the end of the contingency period for the Second Oak Street Earnouts, the Oak Street triggering event would have occurred, and therefore the Second Oak Street Earnouts have been included in the calculation of diluted earnings per share for the year ended December 31, 2023.
(7)As of December 31, 2025, the Atalaya Triggering Event (defined in Note 3) with respect to the Atalaya Earnouts had not occurred. Had December 31, 2025 been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred, and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the year ended December 31, 2025.
(8)As of December 31, 2025, the contingencies related to the Services Agreement payments have not yet been resolved. Had December 31, 2025 also been the end of the contingency period, the contingencies related to the Services Agreement would not have yet been resolved, and therefore the Incentive Units issuable under the Services Agreement have not been included in the calculation of diluted earnings per share for the year ended December 31, 2025.
(9)As of December 31, 2025, the contingencies related to the IPI Subsequent Payment have been resolved, as the related Common Units were issued during the three months ended June 30, 2025, and therefore the Common Units related to the IPI Subsequent Payment have been included in the calculation of diluted earnings per share as of the beginning of the period in which the conditions were satisfied.
| Year Ended December 31, 2025 | Net Income Attributable to Class A Shares | Weighted-Average Class A Shares Outstanding | Earnings Per Class A Share | Weighted-Average Number of Antidilutive Instruments | |||||||||||||||||||
| (dollars in thousands, except per share amounts) | |||||||||||||||||||||||
| Basic | $ | 78,833 | 654,785,946 | $ | 0.12 | ||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Unvested RSUs | — | 6,211,286 | — | ||||||||||||||||||||
| Vested Common Units | — | — | 906,623,070 | ||||||||||||||||||||
| Vested Incentive Units | — | — | 9,043,080 | ||||||||||||||||||||
| Unvested Incentive Units | — | — | 20,482,470 | ||||||||||||||||||||
| IPI Subsequent Payment | (10,496) | 887,882 | — | ||||||||||||||||||||
| Diluted | $ | 68,337 | 661,885,114 | $ | 0.10 | ||||||||||||||||||
| Year Ended December 31, 2024 | Net Income Attributable to Class A Shares | Weighted-Average Class A Shares Outstanding | Earnings Per Class A Share | Weighted-Average Number of Antidilutive Instruments | |||||||||||||||||||
| (dollars in thousands, except per share amounts) | |||||||||||||||||||||||
| Basic | $ | 109,584 | 549,005,214 | $ | 0.20 | ||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Unvested RSUs | — | 9,420,939 | — | ||||||||||||||||||||
| Warrants | — | — | 4,207,650 | ||||||||||||||||||||
| Vested Common Units | — | — | 919,201,273 | ||||||||||||||||||||
| Vested Incentive Units | — | — | 8,373,268 | ||||||||||||||||||||
| Unvested Incentive Units | — | — | 22,817,514 | ||||||||||||||||||||
| Diluted | $ | 109,584 | 558,426,153 | $ | 0.20 | ||||||||||||||||||
| Year Ended December 31, 2023 | Net Income Attributable to Class A Shares | Weighted-Average Class A Shares Outstanding | Earnings Per Class A Share | Weighted-Average Number of Antidilutive Instruments | |||||||||||||||||||
| (dollars in thousands, except per share amounts) | |||||||||||||||||||||||
| Basic | $ | 54,343 | 463,233,832 | $ | 0.12 | ||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Unvested RSUs | — | 4,983,668 | — | ||||||||||||||||||||
| Warrants | (4,584) | 232,558 | — | ||||||||||||||||||||
| Vested Common Units | — | — | 956,118,687 | ||||||||||||||||||||
| Vested Incentive Units | — | — | 8,488,003 | ||||||||||||||||||||
| Unvested Incentive Units | — | — | 24,949,429 | ||||||||||||||||||||
| Oak Street Earnout Units | — | 9,558,857 | — | ||||||||||||||||||||
| Diluted | $ | 49,759 | 478,008,915 | $ | 0.10 | ||||||||||||||||||
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.