SEC Form 4 · accession 0001193125-26-389329
BLUE OWL CAPITAL INC. · OWL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Kirshenbaum
Officer — Chief Financial Officer
Period of report
Sep 11, 2026
Accepted (ET)
Sep 11, 2026 · 4:30 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 11, 2026 | G | 10,000 | — | D | 27,696 | I | See Footnotes |
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 11, 2026 | G | 10,000 | D | — | — | Class B Shares | 10,000 | 27,696 | I |
Explanation of responses
- F1The reported transaction represents a gift/charitable donation of securities indirectly owned through Owl Rock Capital Feeder LLC ("Owl Rock Feeder") that were distributed to the reporting person and donated to National Philanthropic Trust, a Pennsylvania non-profit corporation, to be held in a donor-advised fund.
- F2Consists of an aggregate of 27,696 shares of 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"), associated with such Class D Shares, held directly by Owl Rock Feeder on behalf of Mr. Kirshenbaum. Mr. Kirshenbaum expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest 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 newly issued 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 shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
Remarks
The reported amounts do not include Blue Owl Operating Group Units associated with the Issuer's Class C common stock beneficially owned by the reporting person, as they represent a different class of security from the Blue Owl Operating Group Units associated with the Issuer's Class D Shares reported in this statement.