Douglas Ostrover (OWL) granted 878,709 units and Class C shares

Rhea-AI Filing Summary

Blue Owl Capital Inc. director and Co-Chief Executive Officer Douglas I. Ostrover reported an equity award tied to the firm’s operating group. On 02/12/2026, he indirectly acquired 878,709 Class C Shares and 878,709 Blue Owl Operating Group Units at $0 per unit through Blue Owl Management Vehicle LP, bringing his indirectly held positions in each to 6,129,987. The Incentive Units granted via Blue Owl Management Vehicle are fully vested at grant but subject to a one-year lock-up and can ultimately settle into Class A common stock or, at the general partner’s election, a cash payment based on the five-day volume weighted average price of Class A Shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ostrover Douglas I

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Blue Owl Operating Group Units	878,709	$0.00	--
Grant/Award	Class C Shares	878,709	$0.00	--

Holdings After Transaction: Blue Owl Operating Group Units — 6,129,987 shares (Indirect, See Footnotes); Class C Shares — 6,129,987 shares (Indirect, See Footnotes)

Footnotes (1)

1. Represents shares of Class C common stock of the Issuer ("Class C Shares") and Common Units of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings"), issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis. The reported Incentive Units of Blue Owl Management Vehicle are fully vested upon the grant date, but are subject to a lock-up period of one year from the grant date. After attainment of required capital account thresholds, Incentive Units settle by delivery of an equal number of Common Units of Blue Owl Holdings ("Blue Owl Operating Group Units") and Class C Shares. After expiration of the lock-up and cancellation of an equal number of Class C Shares, 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ostrover Douglas I

(Last) (First) (Middle)

399 PARK AVENUE

37TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Shares(1)(2)	02/12/2026		A		878,709	A	$0	6,129,987	I	See Footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Blue Owl Operating Group Units(1)(2)	(2)	02/12/2026		A		878,709		(2)	(2)	Class A Shares	878,709	$0	6,129,987	I	See Footnotes(1)(2)

Explanation of Responses:

1. Represents shares of Class C common stock of the Issuer ("Class C Shares") and Common Units of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings"), issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis.

2. The reported Incentive Units of Blue Owl Management Vehicle are fully vested upon the grant date, but are subject to a lock-up period of one year from the grant date. After attainment of required capital account thresholds, Incentive Units settle by delivery of an equal number of Common Units of Blue Owl Holdings ("Blue Owl Operating Group Units") and Class C Shares. After expiration of the lock-up and cancellation of an equal number of Class C Shares, 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.

	/s/ Neena A. Reddy, as Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did OWL Co-CEO Douglas Ostrover report on this Form 4?

Douglas I. Ostrover reported an indirect equity award, acquiring 878,709 Class C Shares and 878,709 Blue Owl Operating Group Units at $0 per unit. These securities are held through Blue Owl Management Vehicle LP and relate to Incentive Units under Blue Owl Capital Inc.’s 2021 Omnibus Equity Incentive Plan.

Is the OWL Form 4 transaction an open-market purchase or an equity award?

The OWL Form 4 reflects an equity award, not an open-market purchase. The transaction code "A" and price of $0 indicate a grant or similar acquisition of Class C Shares and Blue Owl Operating Group Units through the company’s equity incentive structure, rather than cash-paid buying in the market.

How many OWL Class C Shares does Douglas Ostrover indirectly hold after this transaction?

After the reported grant, Douglas I. Ostrover indirectly holds 6,129,987 Class C Shares. These shares are tied to Incentive Units in Blue Owl Management Vehicle LP, which correspond on a one-for-one basis to Class P Units and resulting Common Units and Class C Shares of Blue Owl Capital’s operating structure.

What are Blue Owl Operating Group Units reported in the OWL Form 4?

Blue Owl Operating Group Units are Common Units of Blue Owl Capital Holdings LP that correspond to the Incentive Units held via Blue Owl Management Vehicle. Each unit is paired with a Class C Share and can later be exchanged into Class A common stock or, at the general partner’s election, a cash payment based on VWAP.

When do OWL Incentive Units and Class C Shares from this grant become tradeable?

The Incentive Units are fully vested at grant but subject to a one-year lock-up from the grant date. After the lock-up and required capital account thresholds, they settle into Common Units and Class C Shares, and Operating Group Units can then be exchanged for Class A Shares or a cash amount based on a five-day volume weighted average price.

Do Blue Owl Operating Group Units reported by OWL have an expiration date?

The Blue Owl Operating Group Units reported do not expire. According to the disclosure, these units are received upon settlement of Incentive Units and, after lock-up and share cancellation steps, may be exchanged for newly issued Class A common stock or an equivalent cash amount at the exchange committee’s election.