Blue Owl Capital (NYSE: OWL) COO reports 38,979-share tax withholding event

Rhea-AI Filing Summary

Blue Owl Capital Inc. Chief Operating Officer Andrew Robert Polland reported a tax-related share disposition. On the vesting of restricted share units (RSUs), the company withheld 38,979 Class A Shares at $12.30 per share to cover minimum tax obligations. These RSUs each convert into one Class A Share as they vest under the company’s equity incentive plan. After this withholding transaction, Polland directly holds 502,724 Class A Shares.

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

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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^*

Polland Andrew Robert

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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 A Shares	02/15/2026		F		38,979(1)	D	$12.3	502,724	D

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

Explanation of Responses:

1. The amount shown represents Blue Owl Capital Inc.'s (the "Issuer") Class A common stock ("Class A Shares") withheld by the Issuer in order to satisfy the minimum withholding obligations of the reporting person arising in connection with the vesting of Restricted Share Units ("RSUs") representing the right to receive a corresponding number of Class A Shares pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. Each RSU represents the right to receive one Class A Share upon vesting. The RSUs vest in installments in accordance with the applicable restricted unit award agreement.

	/s/ Neena A. Reddy, as Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BLUE OWL CAPITAL INC. (OWL) report for its COO?

Blue Owl Capital reported its Chief Operating Officer Andrew Robert Polland had 38,979 Class A Shares withheld. The shares were retained by the company to satisfy minimum tax obligations triggered by the vesting of restricted share units granted under its equity incentive plan.

Was the BLUE OWL (OWL) insider Form 4 transaction an open-market sale?

The Form 4 transaction was not an open-market sale. It reflects 38,979 Class A Shares withheld by Blue Owl Capital Inc. to cover tax liabilities arising from RSU vesting, categorized as a tax-withholding disposition under the company’s omnibus equity incentive plan.

How many BLUE OWL (OWL) shares does the COO own after this Form 4 transaction?

After the tax-withholding disposition, Chief Operating Officer Andrew Robert Polland directly owns 502,724 Class A Shares. This figure reflects his remaining direct holdings following the company’s withholding of 38,979 shares tied to the vesting of restricted share units.

What equity award is involved in the BLUE OWL (OWL) COO’s reported Form 4?

The transaction involves Restricted Share Units, or RSUs, granted under Blue Owl Capital Inc.’s Second Amended and Restated 2021 Omnibus Equity Incentive Plan. Each RSU represents the right to receive one Class A Share and vests in installments per the applicable award agreement.

Why did BLUE OWL (OWL) withhold Class A Shares from its COO on RSU vesting?

Blue Owl Capital Inc. withheld Class A Shares from its COO to meet minimum tax withholding obligations created when his restricted share units vested. Instead of paying taxes in cash, 38,979 shares were retained by the issuer at $12.30 per share for this purpose.