OAK-PA 10-K & 10-Q changes, risk factors and insider trading

We are subject to a number of material risks inherent in our business. You should carefully consider the risks and uncertainties described below and other information included in this annual report. If any of the events described below occur, our business and financial results could be seriously harmed. The trading price of our preferred units could decline as a result of any of these risks, and you could lose all or part of your investment. References to past events are provided by way of example only and are not intended to be a complete listing or representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Our business and the businesses in which Oaktree’s funds invest are materially affected by conditions in the global financial markets and economic conditions throughout the world that are outside our control, such as interest rates, the availability and cost of credit, inflation rates, general economic uncertainty, political uncertainty, changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates and controls, volatility in financial markets, the impacts of public health issues, such as pandemics and epidemics, and national and international political circumstances (including economic and political events in or affecting the world’s major economies, such as the ongoing war between Russia and Ukraine andUkraine, conflicts in the Middle East and controversies regarding Greenland). These and other uncertain conditions in the global financial markets and economy have resulted in, and may continue to result in, adverse consequences for many of Oaktree’s funds, including restricting such funds’ investment activities and impeding such funds’ ability to effectively achieve their investment objectives. Sanctions imposed by the U.S. and other countries in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan have caused additional financial market volatility and affected the global economy. In addition, concerns over future increases in inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility.

Market uncertainty and volatility have also been magnified as a result of the 2024 U.S. presidential and congressional elections and resultingongoing uncertainties regarding actual and potential shifts in U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs. TheStarting in 2025, the U.S. has recently enacted and proposed to enact significant new tariffs or other trade barriers. In that connection, certain countries subject to such trade barriers have imposed or expressed an intent to impose similar measures in return. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. There can be no assurance that future economic conditions in the U.S. or elsewhere around the world will be favorable to our business.

Certain of Oaktree’s funds and their portfolio companies are in industries that have been impacted by inflation. Recent inflationaryInflationary pressures in recent years have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and Oaktree’s funds’ portfolio companies’ operations.operations, While inflation decelerated over 2024,and profit margins may be pressured if inflation re-accelerates, particularly for companies that lack pricing power. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results. In addition, any projected future decreases in the operating results of Oaktree’s funds’ portfolio companies due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of Oaktree’s fund investments could result in future realized or unrealized losses.

Poor performance of Oaktree funds could adversely affect Oaktree’s assets under management and ability to raise capital for future funds and poor performance of funds in which we are directly or indirectly invested would cause a decline in our revenues, net income and cash flow.

When any of Oaktree’s funds performs poorly, either by incurring losses or underperforming benchmarks or Oaktree’s competitors, Oaktree’s investment record suffers. Poor investment performance by Oaktree funds in which we are directly or indirectly invested also adversely affects our investment income and, all else being equal, may lead to a decline in Oaktree’s AUM. In such circumstances, we may experience losses on our investments of our own capital or losses through our equity method investment in Oaktree Capital I. Poor performance of Oaktree’s funds could also make it more difficult for Oaktree to raise new capital for Oaktree. Investors in Oaktree’s closed-end funds may decline to invest in future closed-end funds Oaktree raises, and investors in open-end and evergreen funds may withdraw their investments in the funds (on specified withdrawal dates) as a result of poor performance. During periods of market volatility, investor redemption or repurchase requests for open-end and evergreen funds are likely to be elevated, which may negatively impact the fees we earn from such vehicles. Investor subscriptions to certain of such vehicles have also at times been, and may in the future be, reduced, and investor redemptions or repurchase requests elevated, in the face of negative media or public sentiment with respect to the asset classes of such vehicles. To the extent appropriate and permissible under a vehicle’s constituent documents, we have previously and may in the future limit or prorate redemptions or repurchases in such vehicle for a period of time. This has, and may in the future, make such vehicles less attractive to investors and negatively impact subscriptions to such vehicles for a period of time, which could have a material adverse effect on the revenues we derive from such vehicles. Oaktree’s investors and potential investors continually assess Oaktree’s funds’ performance, both on a standalone basis and relative to market benchmarks, Oaktree’s competitors, and other investment products, and Oaktree’s ability to raise capital for Oaktree’s existing and future funds and avoid excessive redemption levels depends on Oaktree’s funds’ performance.

Regulations related to AI Technologies continue to evolve and may also impose on Oaktree and us certain obligations and costs related to monitoring and compliance. For example, in April 2023, the Federal Trade Commission, U.S. Department of Justice, Consumer Financial Protection Bureau, and U.S. Equal Employment Opportunity Commission released a joint statement on artificial intelligence demonstrating interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations. In October 2023, the former Presidential Administration signed an executive order (the “October 2023 Executive Order”) that established new standards for AI safety and security. However, in January 2025, the current Presidential Administration signed an executive order that rescinded the October 2023 Executive Order and requiresrequired the development of an AI action plan that is consistent with the current Presidential Administration’s policy; withinsuch 180AI days.action plan was subsequently released in July 2025. Further, in the absence of a comprehensive federal AI law in the United States, AI-related legislation is emerging as a patchwork of laws and regulations on the federal and state levels. For example, the Colorado AI Act, which goes into effect on June 30, 2026, imposes various obligations on developers and deployers of “high-risk” AI systems. Other states, including California, Texas, and Utah, among others, have passed or are in the process of enacting or considering additional laws and regulations relating to the use and development of AI Technologies. However, the AI regulatory environment in the U.S. is still evolving; for example, on December 11, 2025, the current Presidential Administration signed an executive order aimed at limiting state-level AI legislation and enforcement, but such executive order may be subject to legal challenge. In the EU, a regulation applicable to certain AI Technologies and the data used to train, test and deploy them (the “EU AI Act”) entered into force in August 2024, with most of its obligations applying in phases from 6 to 36 months thereafter. The EU AI Act imposes significant requirements on both the providers and deployers of AI Technologies, and significant sanctions for breaches. Moreover, claims for damages in respect of AI Technologies may also be possible (and in certain jurisdictions, facilitated by revisions to regulations on liability). The EU is also currently considering further targeted amends to the EU AI Act. The costs of preparing for, monitoring and complying with laws and regulations related to AI Technologies, and any claims or penalties as the result of any use of or reliance on AI Technologies, could, if applicable, adversely affect Oaktree, us and/or third parties connected to Oaktree or us (whether directly or indirectly), which could adversely affect our business and results of operations.

Additionally, the General Data Protection Regulation (the “GDPR”) became applicable in all European Union (“EU”) member states on May 25, 2018. This regulation added a broad array of requirements for handling personal data of individuals that are residents of the EU and the processing and transfer of that data from the EU and could impose a fine of up to 4% of global annual revenue or 20 million euros, whichever is higher, for violations. The GDPR has resulted in and will continue to result in significantly greater compliance burdens and costs for companies like Oaktree. Further, due to Brexit (discussed below), Oaktree is required to comply with the GDPR and also the U.K. equivalent (“U.K. GDPR”). The relationship between the UK and the EU in relation to certain aspects of data protection law remains unclear,unsettled, and any changes willmay lead to additional costs and increase our overall risk exposure. In particular, both the UK and the EU have in 2025 enacted or proposed changes to their data protection regimes that have introduced or will introduce increasing divergence.

In the U.S., the Gramm-Leach-Bliley Act of 1999 (the “GLBA”) imposes privacy requirements on financial institutions, including obligations to protect and safeguard consumers' nonpublic personal information and records, and limits the ability to share and reuse such information. Under the GLBA, beginning in May 2024, the Federal Trade Commission will require financial institutions to report the unauthorized acquisition of unencrypted customer information involving at least five hundred customers, within thirty days of discovery. Additionally, the SEC has adopted amendments to Regulation S-P, an underlying regulation of GLBA, that took effect December 3, 2025. These amendments impose operationally challenging notification requirements and obligations to implement written policies and procedures to govern oversight of service providers that will likely increase associated compliance costs. In December 2023, an SEC rule went into effect which requires us to report within four days on a Form 8-K any cybersecurity incident determined to be material. Material incidents requiring such disclosure include those involving a third party provider. At the state level, California was the first state to pass a comprehensive privacy law when it enacted the California Consumer Privacy Act of 2018 (the “CCPA”),2018, which initially went into effect on January 1, 2020.2020, and was subsequently amended by the California Privacy Rights Act of 2020 (“CPRA”) and all implementing regulations thereto (collectively, the “CCPA”). The CCPA imposes sweeping data protection obligations on many companies doing business in California and provides for substantial fines for non-compliance and, in some cases, a private right of action for consumers who are victims of data breaches involving their unencrypted personal information. Further,The inCCPA Novemberis 2020,enforceable by the California votersAttorney passedGeneral and the California Privacy RightsProtection and Enforcement Act of 2020 (“CPRA”), which amended and further expanded the CCPA with additional data privacy compliance requirements that may impact our business, and established a regulatory agency dedicated to enforcing those requirements.Agency. In March of 2021, Virginia enacted the Virginia Consumer Data Protection Act, creating the second comprehensive U.S. state privacy law, which took effect on January 1, 2023 (the same day CPRA took effect). Many additional states have since also passed comprehensive state privacy laws with additional obligations and requirements on businesses, with many more states considering passing their own similar laws. In 2023,addition Delaware,to Indiana,the Iowa,state Florida,of Virginia, Colorado, Utah and Connecticut enacted data privacy laws that went into effect in 2023; Montana, Oregon, TennesseeOregon and Texas adoptedenacted data privacy laws regulatingthat thewent permittedinto use and security of certain personal information, and New Jersey became the first stateeffect in 2024; toDelaware, adoptIowa, suchMaryland, aMinnesota, law.Nebraska, Further,New theHampshire, U.S.New CongressJersey, isand consideringTennessee passingenacted a comprehensivedata privacy lawlaws that went into effect in 2025; and Indiana, Kentucky, and Rhode Island enacted data privacy laws that went into effect on theJanuary federal1, level.2026. Many regulators, including the Federal Trade Commission, have indicated an intention to take more aggressive enforcement actions regarding data securityprivacy and datasecurity matters, and related private litigation is increasing and resulting in progressively larger judgments and settlements.

Any determination that Oaktree personnel have violated the Foreign Corrupt Practices Act (the “FCPA”), UK anti-bribery laws or other applicable anti-corruption laws could subject Oaktree to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our reputation, business, financial condition or results of operations. Although the current U.S. Presidential administration has signed an executive order to pause, subject to certain exceptions, the initiation of new investigations and enforcement actions under the FCPA, such laws have attracted significant regulatory focus in recent years, including outside of the U.S.United States. For example, the SEC will be responsible for examining investment advisers’ compliance with a U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) rule currently scheduled to go into effect January 2026, that requires registered investment adviser and exempt reporting advisers to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”) program, file certain reports with FinCEN and to maintain records related to such activities. The application of these rules would impose significant compliance costs on us. The EU and the U.K. are similarly revising their respective anti-money laundering regimes. The EU’s revised anti-money laundering regime is expected to come into effect as early as June 2026 and the U.K. has also significantly expanded the reach of its anti-bribery laws. While Oaktree has policies and procedures designed to ensure compliance by its personnel with the FCPA, such policies and procedures may not be effective in all instances to prevent violations. In addition, in light of the executive order to pause initiation of new FCPA investigations and enforcement actions in the U.S., other asset managers, particularly those who, unlike Oaktree, are not subject to the anti-corruption laws of a jurisdiction outside of the United States, may implement changes to their FCPA or anti-money laundering policies that would provide such managers access to investment opportunities that may not be available to Oaktree because of its current policies and procedures.

The future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any particular fund, or for Oaktree’s funds as a whole. In addition, future returns will be affected by the applicable risks described elsewhere in this annual report, including risks of the industries and businesses in which a particular fund invests. Moreover, the Company’s investment income earned from Brookfield’sthe Company’s equity method investment in Oaktree Capital I generally reflects only one-third of the incentive income attributable to Oaktree Capital I in respect of Oaktree’s closed-end funds established in 2022 or later and in respect of incentive income from Oaktree’s evergreen funds earned subsequent to January 1, 2023.

In addition, we hold a limited partner interest in, and made a capital commitment of, $750.0 million to Oaktree Opportunities Fund XII, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XII Investment” and such fund entities collectively, “Opps XII”). Subsequently, the Company made an additional commitment of $46.2 million. In order to fund the Opps XII Investment, our sole Class A unitholder, or one of its affiliates, contributes cash as a capital contribution (the “Opps XII Investment Cash”) as and to the extent required to satisfy our obligations to Opps XII. We will use the Opps XII Investment Cash solely to fund the Opps XII Investment and satisfy our obligations in respect of Opps XII. Distributions from the Opps XII Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of our Opps XII Investment for payment of distributions on or redemption of the preferred units. As of December 31, 2024,2025, the Company has funded in the aggregate $53.3$218.9 million of the $750.0$796.2 million capital commitment.

The ongoing Russia-Ukraine conflict, including global sanctions imposed on Russia, and conflict in the Middle East, controversies regarding Greenland, and changes in trade policies of the United States and other countries, including the imposition of tariffs and retaliatory tariffs, create continued uncertainty and volatility in the global financial markets and economy and, as a result, may adversely impact Oaktree’s businesses and its funds’ and their respective portfolio companies’ business. As of the date of this filing, we are not aware of any material risk to the stability of our consolidated financial statements caused by the Russia-Ukraine conflict orconflict, the conflict in the Middle East or changes in U.S. and global trade policies, or the materiality of any effect such uncertainties may have on our business and operations.

There has been significant recent progress and developments in the area of generative artificial intelligence, such as ChatGPT,intelligence but the impact to our business of such evolving technology cannot be fully determined at this time.

Interest and dividend income increaseddecreased $141.6$7.4 million, or 40.6%,1.5%, to $483.0 million for the year ended December 31, 2025, from $490.4 million for the year ended December 31, 2024, from $348.8 million for the year ended December 31, 2023.2024. The increasedecrease was primarily attributable to increases in income from our investments in Opps XI and Opps XII, partially offset by the decrease in income due to deconsolidation of Oaktree Capital I as a result of the 2024 Restructuring.Restructuring, partially offset by higher income from our investments in Opps XI and Opps XII.

Incentive income decreased $149.8 million, or 56.0%, to $117.5 million for the year ended December 31, 2024, from $267.3 million for the year ended December 31, 2023. The decrease was primarily dueSubsequent to the 2024 Restructuring, whereby we no longer earn incentive income due to the deconsolidation of Oaktree Capital I.

Investment income increased $97.3$26.5 million, or 133.9%,15.6%, to $196.5 million for the year ended December 31, 2025, from $170.0 million for the year ended December 31, 2024,2024 fromprimarily $72.7 million forreflecting the year ended December 31, 2023 primarily due to increases in the valuesperformance of our Credit investments that we hold directly and through our equity method investment in Oaktree Capital I.I and Brookfield REIT.

Incentive income compensation expense decreased $112.6 million, or 83.5%, to $22.2 million for the year ended December 31, 2024, from $134.8 million for the year ended December 31, 2023. The decrease was primarily dueSubsequent to the 2024 Restructuring, whereby we no longer incur incentive income compensation expense due to the deconsolidation of Oaktree Capital I.

General and administrative expense decreasedwas $2.4unchanged million, or 42.9%, toat $3.2 million for the year ended December 31, 2024,2025, fromcompared $5.6 million forto the year ended December 31, 2023, primarily reflecting the deconsolidation of Oaktree Capital I subsequent to the 2024 Restructuring.2024.

Consolidated fund expenses increased $15.3$3.2 million, or 23.3%,3.9%, to $84.3 million for the year ended December 31, 2025, from $81.1 million for the year ended December 31, 2024, from $65.8 million for the year ended December 31, 2023.2024. The increase is primarily due to thehigher general costs incurred by Opps XII, which was consolidated beginning the fourth quarter of 2023, partially offset by the decrease due to deconsolidation of Oaktree Capital II’s consolidated funds as a result offollowing the 2024 Restructuring.

Net realized gain on consolidated funds’ investments decreased $13.8$13.3 million, to a$52.3 netmillion gainfor ofthe year ended December 31, 2025, from $65.6 million for the year ended December 31, 2024, from $79.4 million for the year ended December 31, 2023.2024. The net realized gain during the year ended December 31, 20242025 reflects our consolidated funds’ performance on investments sold and the decline is primarily due to Opps XI and Opps XII.

The net change in unrealized appreciation (depreciation) on consolidated funds’ investments increaseddecreased $121.6$182.2 million, to neta depreciation of $31.5 million for the year ended December 31, 2025, from an appreciation of $150.7 million for the year ended December 31, 2024, from $29.1 million for the year ended December 31, 2023.2024. Excluding the impact of the reversal of net realized gain (loss) on consolidated funds’ investments, the net change in unrealized appreciation (depreciation) on consolidated funds’ investments increaseddecreased $107.8$195.5 million to a net gain of $20.8 million for the year ended December 31, 2025, from a net gain of $216.3 million for the year ended December 31, 2024, from $108.5 million for the year ended December 31, 2023, primarily resulting from our investments in Opps XI and Opps XII.XI.

Net (income) loss attributable to non-controlling interests in consolidated funds increaseddecreased $172.0$145.5 million, or 69.9%34.8% to net income of $272.4 million for the year ended December 31, 2025, from net income of $417.9 million for the year ended December 31, 2024, from net income of $245.9 million for the year ended December 31, 2023.2024. The increasedecrease reflected our consolidated funds’ performance attributable to third-party investors in each period. These effects are described in more detail under “—Other Income (Loss)” above.

Net income (loss) attributable to Brookfield Oaktree Holdings, LLC Class A unitholders increaseddecreased $86.3$58.3 million, or 44.5%,20.8%, to $221.9 million for the year ended December 31, 2025, from $280.2 million for the year ended December 31, 2024, from $193.9 million for the year ended December 31, 2023, primarily reflecting higherlower interest and dividendother income andrelated better realized and unrealized performance ofto our consolidated funds’ investments.funds. These effects are described in more detail under “—Net ChangeOther in Unrealized AppreciationIncome (DepreciationLoss) on Consolidated Funds’ Investments ” and “—Interest and Dividend Income”.above.

We have subscribed for a limited partner interest in, and made a capital commitment of, $750.0$796.2 million to Oaktree Opportunities Fund XII, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XII Investment” and such fund entities collectively, “Opps XII”). In order to fund the Opps XII Investment, our sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XII Investment Cash”) as and to the extent required to satisfy our obligations to Opps XII. We will use the Opps XII Investment Cash solely to fund the Opps XII Investment and satisfy our obligations in respect of Opps XII. Distributions from the Opps XII Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of the Company’s Opps XII Investment for payment of distributions on or redemption of the preferred units. As of December 31, 2024,2025, the Company has funded in the aggregate $53.3$218.9 million of the $750.0$796.2 million capital commitment. $102.0 million of the investment interest was pledged as collateral for one non-recourse credit facility of an affiliate. The potential exposure is limited to the pledged interests.

On June 27, 2023, the Company entered into a contribution agreement (the “Treasury Contribution Agreement”) with Brookfield Corporate Treasury Ltd. (“Treasury”). Treasury holds all of the outstanding Class A units of the Company. Pursuant to the Treasury Contribution Agreement, Treasury agreed to contribute to the Company an amount (the “Contributed Amount”) equal to the value of BUSI II GP-C LLC, BUSI II-C L.P., BUSI II SLP-GP LLC and Brookfield REIT OP Special Limited Partner L.P. (collectively, and together with any additional entities that may become direct or indirect subsidiaries of NTR (as defined below) and that beneficially own shares of Brookfield REIT (as defined below), the “REIT Entities”), including their indirect ownership in Brookfield Real Estate Income Trust Inc., a Maryland corporation (“Brookfield REIT”), as of June 30, 2023, and the Company agreed to contribute the Contributed Amount to OCG NTR Holdings, LLC, a wholly owned subsidiary of the Company (“NTR”), in connection with the Company’s indirect acquisition (the “Acquisition”) of 100% of the interests in the REIT Entities. An amount of $307.0 million in respect of the Contributed Amount was contributed to the Company on June 27, 2023 (the “Purchase Price”) and a true-up contribution of $13.9 million was made on July 31, 2023 (the “True-Up Payment”). Also on June 27, 2023, the Company entered into a contribution agreement (the “NTR Contribution Agreement”) with NTR whereby the Company contributed the Purchase Price to NTR and agreed to make a contribution in an amount equal to the True-Up Payment to NTR, and NTR agreed to use the Contributed Amount in connection with the Acquisition. On June 29, 2023, NTR entered into an agreement of purchase and sale (the “Agreement of Purchase and Sale”) to effect the Acquisition, whereby NTR acquired 100% of the interests in the REIT Entities from BUSI II NTR Sub LLC in exchange for cash. The Acquisition was completed on June 30, 2023.

Operating activities usedprovided $0.5 billion, $0.7 billion and $1.9 billion of cash in 2024, 20232025 and 2022,used $0.5 billion and $0.7 billion of cash in 2024 and 2023, respectively. These amounts principally reflected net income, purchases of securities, net of non-cash adjustments, and net realized and unrealized (gain) loss from consolidated fund investments in each of the respective periods as well as net purchases of securities of the consolidated funds.

Investing activities provided $66.1 million of cash in 2025 and used $1.1 million and $366.6 million of cash in 2024 and 2023, respectivelyrespectively. No cash was invested in corporate investments in funds and used $228.7 million of cashcompanies in 2022.2025. Corporate investments in funds and companies ofwere $34.9 million,million and $488.3 million in 2024 and $308.42023, respectively. Distributions and proceeds from corporate investments in funds and companies of $66.1 million, $203.8 million and $121.6 million in 2024,2025, 20232024 and 2022,2023, respectively, consisted of the following:respectively.

Financing activities providedused $0.8 billion, $1.3 billion and $2.0 billion of cash in 2024, 20232025 and 2022,provided $0.8 billion and $1.3 billion of cash in 2024 and 2023, respectively. Financing activities included: (a) net distributions from non-controlling interests in consolidated funds of $184.3$0.3 millionbillion and $0.2 billion in 2025 and 2024, respectively, and net contributions of $907.1$0.9 million and $520.0 millionbillion in 2023 and 2022, respectively; (b) net borrowingrepayments fromof credit facilities of the consolidated funds of $0.2 billion and $48.9 million in 2025 and 2023, respectively, and borrowings of $1.3 billion in 2024, and repayment of $48.9 million and $81.1 million in 2023 and 2022, respectively2024; (c) distributions to unitholders of $423.1$0.5 million,billion, $177.7$0.4 millionbillion and $329.2$0.2 millionbillion in 2024,2025, 20232024 and 2022,2023, respectively; and (d) net capital contributions of $99.3$0.1 million,billion, $581.5$0.1 millionbillion and $146.9$0.6 millionbillion in 2024,2025, 20232024 and 2022, respectively; (e) payments of debt issuance costs of $3.4 million, $0.1 million and $8.9 million in 2024, 2023 and 2022,2023, respectively.

(1) These obligations represent commitments by us to provide limited and general partner capital funding to our funds and limited partner capital funding to funds managed by unaffiliated third parties.funds. These amounts are generally due on demand and are therefore presented in the 20252026 column. Capital commitments are generally expected to be called over a period of several years.

For a discussion of our potential risks and uncertainties, please see the information under “Risk Factors” in our annual report. There have been no material changes to the risk factors disclosed in thoseour reports.annual report.

Brookfield Oaktree Holdings, LLC holds Credit, Equity and Real Estate and Equity investments managed by leading alternative asset management firms Oaktree Capital Management, L.P. andand, prior to April 20, 2026, Brookfield Asset Management Ltd. The Company both directly invests in funds and has indirect exposure through its equity method investment in Oaktree Capital I, L.P. (“Oaktree Capital I”), which as of March 31, 2026, represented an approximately 74% economic interest in Oaktree Capital I, which holds a majority of Oaktree’s investments in its funds.

Brookfield Oaktree Holdings, LLC is a Delaware limited liability company that was formed on April 13, 2007 under the name Oaktree Capital Group, LLC. The Company’s ownership and operational structure through MarchJune 31,30, 2026 are the result of certain mergers and restructurings. The Company’s holdings and operations currently primarily represent (i) limited partner investments in certain of Oaktree’s flagship opportunistic credit funds,funds and (ii) its equity method investment in Oaktree Capital I, which as of March 31, 2026, represented an approximately 74% economic interest in Oaktree Capital I, which holds a majority of Oaktree’s investments in its funds,funds. andPrior (iii)to April 20, 2026, the Company’s holdings also included an indirect ownership interest in Brookfield Real Estate Income Trust Inc. (“Brookfield REIT”). TheOn April 20, 2026, the Company isdistributed its 100% equity interest in OCG NTR Holdings, LLC (“NTR”) to Brookfield Oaktree Holdings Canada Inc. (“BOHCI”). As a result, the issuerCompany ofno thelonger Serieshas Aan andindirect Seriesownership Binterest preferredin unitsBrookfield listed on the NYSE.REIT.

See Part I, Item I1 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020 for more information regarding the Mergers and the 2019 Restructuring. See Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2022 and Part I, Item I1 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 21, 2023 for more information about the 2022 Restructuring. See Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2024 for more information about the 2024 Restructuring.

The ongoing Russia-Ukraine conflict, including global sanctions imposed on Russia, conflict in the Middle East, and changes in trade policies of the United States and other countries, including the imposition of tariffs and retaliatory tariffs, create continued uncertainty and volatility in the global financial markets and economy and, as a result, may adversely impact Oaktree’s businesses and its funds’ and their respective portfolio companies’ business. As of the date of this filing, we are not aware of any material risk to the stability of our condensed consolidated financial statements caused by the Russia-Ukraine conflict, the conflict in the Middle East or changes in U.S. and global trade policies, or the materiality of any effect such uncertainties may have on our business and operations.

We earn revenue from investment income, which represents our pro-rata share of income or loss from our investments, including the Company’s equity method investment in Oaktree Capital II. andPrior itsto April 20, 2026, investment income also included income or loss from the Company’s indirect ownership in Brookfield REIT. As of March 31, 2026, the Company had an approximately 74% economic interest in Oaktree Capital I.

FirstSecond Quarter Ended MarchJune 31,30, 2026 Compared to the FirstSecond Quarter Ended MarchJune 31,30, 2025

Interest and dividend income decreased $57.5$41.7 million, or 38.7%,37.1%, to $90.9$70.6 million for the firstsecond quarter of 2026, from $148.4$112.3 million for the firstsecond quarter of 2025,2025. The decrease was primarily reflectingattributable changesto inlower income from our investments in Opps XI.

Investment income increased $25.7$11.9 million, or 524.5%,136.8%, to a gain of $20.8$20.6 million for the firstsecond quarter of 2026, from a loss of $4.9$8.7 million for the firstsecond quarter of 2025, primarily reflecting the performance of Oaktree Capital I and Brookfield REIT.I.

General and administrative expense decreased $0.3$0.6 million, or 33.3%,42.9%, to $0.6$0.8 million for the firstsecond quarter of 2026, fromcompared $0.9to an expense of $1.4 million for the firstsecond quarter of 2025, primarily driven by lower accounting fees.

Consolidated fund expenses decreased $5.3$4.6 million, or 19.9%,20.4%, to $21.4$17.9 million for the firstsecond quarter of 2026, from $26.7$22.5 million for the firstsecond quarter of 2025. The decrease is primarily due to lower general costs incurred by Opps XII.XI.

Interest expense decreasedincreased $14.6$1.8 million, or 42.8%,9.9%, to $19.5$20.0 million for the firstsecond quarter of 2026, from $34.1$18.2 million for the firstsecond quarter of 2025, primarily due to lowerhigher debt balances and interest rates at Opps XII.

Net realized gain (loss) on consolidated funds’ investments decreasedincreased $98.6$69.4 million, tofrom a lossnet gain of $24.0$0.6 million for the firstsecond quarter of 2026,2025 fromto a gain of $74.6$70.0 million for the firstsecond quarter of 2025.2026. The net realized lossgain during the firstsecond quarter of 2026 reflects our consolidated funds’ performance on investments sold and the declineincrease is primarily due to Opps XI.

The netNet change in unrealized appreciation (depreciation) on consolidated funds’ investments increased $209.3$51.3 million, to a gain of $81.5$38.8 million for the firstsecond quarter of 2026, from a loss of $127.8$12.5 million for the firstsecond quarter of 2025. Excluding the impact of the reversal of net realized gain (loss) on consolidated funds’ investments, the net change in unrealized appreciation (depreciation) on consolidated funds’ investments increased $110.8$120.8 million, to a net gain of $57.5$108.9 million for the firstsecond quarter of 2026, from a net loss of $53.3$11.9 million for the firstsecond quarter of 2025, primarily resulting from our investments in Opps XI.XI and Opps XII.

Net income attributable to non-controlling interests in consolidated funds increased $56.3$60.0 million, to net income of $87.8$105.1 million for the firstsecond quarter of 2026, from net income of $31.5$45.1 million for the firstsecond quarter of 2025. The increase reflected our consolidated funds’ performance attributable to third-party investors in each period. These effects are described in more detail under “—Other Income (Loss)” above.

Net income attributable to Brookfield Oaktree Holdings, LLC Class A unitholders increased $44.2$34.3 million, to net income of $32.4$49.0 million for the firstsecond quarter of 2026, from a loss of $11.8$14.7 million for the firstsecond quarter of 2025, primarily reflecting unrealized investment gains. These effects are described in more detail under “— Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments” above.

We manage our liquidity and capital requirements by focusing on our cash flows before the consolidation of Oaktree funds and the effect of normal changes in short-term assets and liabilities. Our primary cash flow activities on an unconsolidated basis involve (a) generating realized income and return of principal from investment activities, (b) funding capital commitments that we have made to Oaktree funds, (c) distributing cash flow to our Class A unitholders, (d) issuances of, and distributions made on, our preferred units, and (e) equity contribution from the investors of the Company to fulfill certain contractual capital commitments to its subsidiaries. As of MarchJune 31,30, 2026, the Company on an unconsolidated basis had $1.9$11.6 million of cash and cash equivalents.

We have subscribed for a limited partner interest in, and made a capital commitment of, $750 million to Oaktree Opportunities Fund XI, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XI Investment” and such fund entities collectively, “Opps XI”). In order to fund the Opps XI Investment, our sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XI Investment Cash”) as and to the extent required to satisfy our obligations to Opps XI. We will use the Opps XI Investment Cash solely to fund the Opps XI Investment and satisfy our obligations in respect of Opps XI. Distributions from the Opps XI Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of the Company’s Opps XI Investment for payment of distributions on or redemption of the preferred units. As of MarchJune 31,30, 2026, $637.5 million of the $750.0 million capital commitment was funded. $353.4$329.4 million of the investment interest was pledged as collateral for two non-recourse credit facilities of an affiliate. The potential exposure is limited to the pledged interests.

We have subscribed for a limited partner interest in, and made a capital commitment of, $750$796.2 million to Oaktree Opportunities Fund XII, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XII Investment” and such fund entities collectively, “Opps XII”). In order to fund the Opps XII Investment, our sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XII Investment Cash”) as and to the extent required to satisfy our obligations to Opps XII. We will use the Opps XII Investment Cash solely to fund the Opps XII Investment and satisfy our obligations in respect of Opps XII. Distributions from the Opps XII Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of the Company’s Opps XII Investment for payment of distributions on or redemption of the preferred units. As of MarchJune 31,30, 2026, the Company has funded in the aggregate $278.7 million of the $796.2 million capital commitment. $102.0 million of the investment interest was pledged as collateral for one non-recourse credit facility of an affiliate. The potential exposure is limited to the pledged interests.

On June 27, 2023, the Company entered into a contribution agreement (the “Treasury Contribution Agreement”) with Brookfield Corporate Treasury Ltd. (“Treasury”). Treasury holds all of the outstanding Class A units of the Company. Pursuant to the Treasury Contribution Agreement, Treasury agreed to contribute to the Company an amount (the “Contributed Amount”) equal to the value of BUSI II GP-C LLC, BUSI II-C L.P., BUSI II SLP-GP LLC and Brookfield REIT OP Special Limited Partner L.P. (collectively, and together with any additional entities that may become direct or indirect subsidiaries of NTR (as defined below) and that beneficially own shares of Brookfield REIT (as defined below),REIT, the “REIT Entities”), including their indirect ownership in Brookfield Real Estate Income Trust Inc., a Maryland corporation (“Brookfield REIT”), as of June 30, 2023, and the Company agreed to contribute the Contributed Amount to OCG NTR Holdings, LLC, a wholly owned subsidiary of the Company (“NTR”), in connection with the Company’s indirect acquisition (the “Acquisition”) of 100% of the interests in the REIT Entities. An amount of $307.0 million in respect of the Contributed Amount was contributed to the Company on June 27, 2023 (the “Purchase Price”) and a true-up contribution of $13.9 million was made on July 31, 2023 (the “True-Up Payment”). Also on June 27, 2023, the Company entered into a contribution agreement (the “NTR Contribution Agreement”) with NTR whereby the Company contributed the Purchase Price to NTR and agreed to make a contribution in an amount equal to the True-Up Payment to NTR, and NTR agreed to use the Contributed Amount in connection with the Acquisition. On June 29, 2023, NTR entered into an agreement of purchase and sale (the “Agreement of Purchase and Sale”) to effect the Acquisition, whereby NTR acquired 100% of the interests in the REIT Entities from BUSI II NTR Sub LLC in exchange for cash. The Acquisition was completed on June 30, 2023.

In connection with the Acquisition, on June 29, 2023, the Company entered into a letter agreement (the “Restructuring Letter Agreement”) with Treasury whereby, among other things, the Company agreed that, notwithstanding any provision of the operating agreement of the Company to the contrary, Treasury will have the right, in its sole and absolute discretion, to make up to $200.0 million of additional capital contributions to the Company to be utilized in connection with the Company’s indirectthen-indirect ownership of Brookfield REIT or any other matters with respect to the operations of NTR and the REIT Entities, and no vote, approval or other authorization will be required in connection with such additional capital contributions. Also on June 29, 2023, the Company entered into a letter agreement (the “Indemnification Letter Agreement”) with BP US REIT LLC (“BP US”) whereby, among other things, BP US agrees to defend, indemnify and hold harmless the Company, its members and the Company’s and such members’ respective officers, directors, employees, agents, successors, and assigns from any third-party claims brought against any of them related to the ownership, management or ongoing operating of the REIT Entities, and any subsidiaries thereof.

On April 20, 2026, the Company entered into a distribution agreement with Brookfield Oaktree Holdings Canada Inc. (“BOHCI”)BOHCI, pursuant to which the Company distributed to BOHCI 100 Common Shares of OCG NTR Holdings LLC (“NTR”)NTR, representing 100% of the Company’s equity interests in NTR, through a distribution in kind in respect of the Class A common units of BOH.BOH, Pleaseon seethe noteterms 16and toconditions ourof condensedthe consolidatedDistribution financialAgreement. statementsThe includeddistribution elsewhereof the Distributed Shares was completed on April 20, 2026. As a result of the distribution, the Company no longer held an investment in thisNTR quarterlyas reportof June 30, 2026. See Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2026 for more information regardingabout the distributionDistribution agreement.Agreement.

Because our consolidated funds are either treated as investment companies for accounting purposes or represent CLOs whose primary operations are investing activities,purposes, their investing cash flow amounts are included in our cash flows from operations. We believe that we and each of the consolidated funds has sufficient access to cash to fund our and their respective operations in the near term. Subsequent to the 2022 Restructuring, the Company no longer consolidates CLOs whose direct ownership interests are held by OCM Cayman.

Significant amounts from our condensed consolidated statements of cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 are discussed below.

Operating activities used $212.9$164.5 million and provided $277.7$540.0 million of cash for the first threesix months of 2026 and 2025, respectively. These amounts primarily reflected net income (loss), purchases of securities, net of non-cash adjustments, net realized and unrealized (gain) loss from consolidated fund investments in each of the respective periods as well as net purchases of, or proceeds from, securities of the consolidated funds.

Investing activities provided $3.5 million and $2.5$49.4 million of cash for the first threesix months of 2026 and 2025, respectively. These amounts primarily reflected distributions and proceeds from corporate investments in funds and companies.respectively.companies.

Financing activities provided $326.8$223.2 million and used $117.4$751.4 million of cash for the first threesix months of 2026 and 2025, respectively.respectively, These amountsand included: (a) net contributionscontribution from non-controlling interests of $230.8$38.6 million and net distributionsdistribution tofrom non-controlling interests of $81.8$41.2 million; (b) distributions to unitholders of $10.7$54.7 million and $174.8$355.0 million; and (c) net capital contributions of $59.7 million and $39.8$119.4 million.million, respectively. Additionally, the first threesix months of 2026 and 2025 included borrowings of $345.4$599.5 million and $470.7$545.6 million, respectively, and repayments of $298.5$420.0 million and $371.4$1,020.3 million,million of repayments, respectively, related to consolidated funds.

In the ordinary course of business, we and our consolidated funds enter into contractual arrangements that may require future cash payments. The following table sets forth information related to anticipated future cash payments as of MarchJune 31,30, 2026: