SEC Form 4 · accession 0001193125-26-389332
BLUE OWL CAPITAL INC. · OWL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Owl Rock Capital Feeder LLC
10% Owner · Other
Owl Rock Capital Partners LP
10% Owner · Other
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 | J | 1,010,000 | — | D | 169,874,846 | 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 11, 2026 | J | 1,010,000 | D | — | — | Class B Shares | 1,010,000 | 169,874,846 | I |
Explanation of responses
- F1The reported transaction is a distribution by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") to certain Owl Rock Principals (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 Owl Rock Feeder on behalf of (i) Messrs. Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum and Craig Packer, their respective spouses and vehicles controlled by them, as applicable (collectively, the "Owl Rock Principals"), and (ii) certain non-controlled vehicles associated with the Owl Rock Principles ("Non-Controlled Entities"). Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners GP, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with certain decisions requiring the vote of Mr. Ostrover. Each of the Owl Rock Principals expressly disclaim beneficial ownership of the reported securities 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 newly issued shares of the Issuer's Class B common stock ("Class B Shares"), respectively, 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 common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
Remarks
Douglas Ostrover is a director of the Issuer and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of the Issuer.