Blue Owl insider sells $14.9M derivative to trust
Blue Owl’s Co‑President restructured holdings into a family trust and sold a long‑dated estate‑planning derivative tied to Blue Owl units.
Rhea-AI Filing Summary
BLUE OWL CAPITAL INC. (OWL) reported a Form 4 for Co‑President and director Marc Zahr showing estate‑planning transfers and a related derivative arrangement involving Blue Owl Operating Group Units and associated Class C Shares.
On September 14, 2026, Zahr transferred his remaining units of Augustus, LLC to the Zahr Family Gift Trust, after which OSREC Feeder, LP holds 45,507,772 Blue Owl Operating Group Units and an equal number of Class C Shares on behalf of the Trust. The filing also reports a derivative agreement under which Zahr sold the Trust, through its Investment Trustee, a derivative for an aggregate $14,866,651, giving the Trust a right to future appreciation above a $100,000 hurdle on specified Blue Owl interests. Zahr disclaims beneficial ownership of securities held by the Trust except to the extent of his pecuniary interest and states that the reported transactions do not represent a change in beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1 shares
Net Sell
6 txns
Insider
Zahr Marc
Role
Co-President
Sold
1 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Blue Owl Operating Group Units F1, F5, F2 | 4,550,777 | -- | -- |
| Sale | Derivatives Contract F6, F7 | 1 | -- | -- |
| Other | Class C Shares F1, F2 | 4,550,777 | -- | -- |
| holding | Blue Owl Operating Group Units F1, F5, F3, F4 | -- | -- | -- |
| holding | Derivatives Contract F7, F6, F4 | -- | -- | -- |
| holding | Class C Shares F1, F3, F4 | -- | -- | -- |
Holdings After Transaction:
Blue Owl Operating Group Units — 6,543,145 contracts (Indirect, See Footnotes);
Derivatives Contract — 1 contracts (Direct);
Class C Shares — 6,543,145 shares (Indirect, See Footnotes);
Blue Owl Operating Group Units — 45,507,772 contracts (Indirect, By Trust);
Derivatives Contract — 1 contracts for 6,543,145 underlying shares (Indirect, By Trust);
Class C Shares — 45,507,772 shares (Indirect, By Trust)
Footnotes (7)
- F1. For estate planning purposes, the reporting person transferred his remaining units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust, and the reporting person, as investment trustee (the "Investment Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP ("OSREC") holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 100% of such securities indirectly held by Augustus on behalf of the Trust.
- F2. Consists of 6,543,145 Blue Owl Operating Group Units and an equal number of Class C Shares issued or to be issued in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle LP ("Blue Owl Management Vehicle") on behalf of the reporting person. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Blue Owl Operating Group Units and Class C Shares on a 1-for-1 basis.
- F3. The Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC on behalf of Augustus, corresponding to the Trust's holdings of 100% of the units in Augustus, following the transfer of Augustus units described in footnote 1 above, are indirectly held by the Trust.
- F4. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein, and disclaims that the transaction reported herein represents a change in beneficial ownership. The Trust is maintained for the benefit of immediate family members sharing the same household of the reporting person.
- F5. After the cancellation of an equal number of Class C Shares (and, in the case of the Incentive Units, the expiration of a one-year lock up from the grant date), Blue Owl Operating Group Units may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's Class A common stock ("Class A Shares") (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 Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire.
- F6. On September 14, 2026, the reporting person entered into a derivative agreement (the "Agreement") for estate planning purposes with the Investment Trustee of the Trust pursuant to which the reporting person sold the Investment Trustee a derivative for an aggregate amount equal to $14,866,651. The settlement date is September 14, 2033 or, if earlier, the date of the reporting person's death (the "Settlement Date"). Within 120 days after the Settlement Date, an amount equal to the fair market value of the Blue Owl Interests (as defined below) as of the Settlement Date less $100,000 (the "Hurdle Amount") shall be determined. If such amount is greater than zero, the Reporting Person shall pay such amount to the Investment Trustee within thirty days.
- F7. The Agreement provides the Trust with a right to receive a future payment that represents the increase in value over the Hurdle Amount of the following ("Blue Owl Interests"), defined as: (i) 4,268,577 Blue Owl Operating Group Units and an equal number of Class C Shares to be issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person, (ii) 2,274,568 Blue Owl Operating Group Units and an equal number of Class C Shares issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person.
Key Figures
Blue Owl Operating Group Units held for Trust: 45,507,772 units
Class C Shares held for Trust: 45,507,772 shares
Incentive‑related Blue Owl Operating Group Units and Class C Shares: 6,543,145 units and 6,543,145 Class C Shares
+4 more
7 metrics
Blue Owl Operating Group Units held for Trust
45,507,772 units
Held by OSREC Feeder, LP on behalf of Augustus, LLC for the Zahr Family Gift Trust after the transfer
Class C Shares held for Trust
45,507,772 shares
Equal number of Class C Shares corresponding to the Blue Owl Operating Group Units held for the Trust
Incentive‑related Blue Owl Operating Group Units and Class C Shares
6,543,145 units and 6,543,145 Class C Shares
Units and equal Class C Shares issued or to be issued in respect of Class P Units for Zahr
Aggregate amount of derivative agreement
$14,866,651
Amount paid by the Trust’s Investment Trustee for the derivative on September 14, 2026
Hurdle Amount
$100,000
Baseline over which appreciation in Blue Owl Interests is shared under the derivative agreement
Blue Owl Interests tranche (i)
4,268,577 units and 4,268,577 Class C Shares
Operating Group Units and Class C Shares to be issued in respect of Incentive Units held by Zahr
Blue Owl Interests tranche (ii)
2,274,568 units and 2,274,568 Class C Shares
Operating Group Units and Class C Shares issued in respect of Incentive Units held by Zahr
Key Terms
Blue Owl Operating Group Units, Class C Shares, Incentive Units, derivative agreement, +2 more
6 terms
Blue Owl Operating Group Units financial
"OSREC holds 45,507,772 common units of Blue Owl Capital Holdings LP"
Incentive Units financial
"issued to Blue Owl Management Vehicle LP on behalf of the reporting person"
Incentive units are ownership stakes a company grants to employees, contractors or advisors as part of pay, which become valuable only after certain conditions are met (for example, after a period of time or when performance targets are hit). They matter to investors because they create potential future claims on profits or ownership—similar to performance-based coupons that convert into a slice of the business—and can dilute existing holders or change incentives for management.
derivative agreement financial
"entered into a derivative agreement (the "Agreement") for estate planning purposes"
Hurdle Amount financial
"less $100,000 (the "Hurdle Amount") shall be determined"
Settlement Date financial
"The settlement date is September 14, 2033 or, if earlier, the date of the reporting person's death"
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did OWL Co‑President Marc Zahr report on September 14, 2026?
Zahr reported estate‑planning transfers of Blue Owl Operating Group Units and Class C Shares into the Zahr Family Gift Trust and a sale of a derivative agreement to the Trust’s Investment Trustee for an aggregate $14,866,651 tied to future appreciation of specified Blue Owl interests.
How many Blue Owl Operating Group Units are held for the Zahr Family Gift Trust in the OWL filing?
After the restructuring, OSREC Feeder, LP holds 45,507,772 Blue Owl Operating Group Units and an equal number of Class C Shares on behalf of Augustus, LLC, which in turn is held 100% for the benefit of the Zahr Family Gift Trust.
What are the key terms of the derivative agreement disclosed for OWL?
On September 14, 2026, Zahr sold the Trust’s Investment Trustee a derivative for $14,866,651. A payment, if any, will be due after a Settlement Date of September 14, 2033 (or earlier upon his death), based on appreciation of specified Blue Owl interests above a $100,000 hurdle.
Which Blue Owl securities are referenced as "Blue Owl Interests" in the OWL Form 4?
The "Blue Owl Interests" are defined as (i) 4,268,577 Blue Owl Operating Group Units and an equal number of Class C Shares to be issued in respect of Incentive Units, and (ii) 2,274,568 Blue Owl Operating Group Units and an equal number of Class C Shares issued in respect of Incentive Units, all held on behalf of Zahr.
Does Marc Zahr claim full beneficial ownership of the OWL securities held by the Zahr Family Gift Trust?
No. Zahr disclaims beneficial ownership of the securities held by the Zahr Family Gift Trust, except to the extent of his pecuniary interest, and also disclaims that the reported transactions represent a change in his beneficial ownership.
Was the OWL insider transaction made under a Rule 10b5‑1 trading plan?
The filing indicates that no Rule 10b5‑1 trading plan is reported for these transactions; the document‑level Rule 10b5‑1 checkbox is not marked as being made under such a plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
