SEC Form 4 · accession 0001193125-26-378865
BLUE OWL CAPITAL INC. · OWL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dyal Capital SLP LP
10% Owner
Period of report
Sep 1, 2026
Accepted (ET)
Sep 1, 2026 · 6:31 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001823945
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class D SharesF1,F2 | Sep 1, 2026 | J | 500,000 | — | D | 131,764,357 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Blue Owl Operating Group UnitsF1,F2,F3 | — | Sep 1, 2026 | J | 500,000 | D | — | — | Class B Shares | 50,000 | 131,764,357 | I |
Explanation of responses
- F1The reported transaction is a disposition by Dyal Capital SLP LP ("Dyal SLP") to certain Dyal Partners (as defined below) for no consideration of shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of common units ("Blue Owl Operating Group Units") of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings").
- F2Consists of Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Dyal SLP on behalf of limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland, Jennifer Brouse and certain other limited partners that are officers or directors of the Issuer (collectively, the "Dyal Partners"). Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of their respective pecuniary interests therein.
- F3Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of the newly issued Issuer's shares of Class B common stock ("Class B Shares"), subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement, dated as of April 1, 2025, or (at the election of an exchange committee of the general partner of Blue Owl Holdings) a cash payment equal to the five-day volume weighted average price of the Issuer's Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.