Blue Owl insider charitable transfer of 1.5M operating units, large indirect stake remains

Rhea-AI Filing Summary

Michael Douglass Rees, a Co‑President and director of Blue Owl Capital Inc. (OWL), reported the donation of 1,500,000 Blue Owl Operating Group Units and the related Class D shares to a donor‑advised fund at National Philanthropic Trust. The units conveyed are associated with Class D common shares and, per the disclosure, may be exchanged for Class B shares or a cash payment under the company’s exchange agreement.

After the reported transfer, the filing shows an aggregate of 76,972,092 Class D shares and an equal number of operating units held indirectly through Dyal Capital SLP LP, which the reporting person disclaims beneficial ownership of except for any pecuniary interest. The report identifies the transfer as a charitable gift and clarifies that Class C‑related units are excluded from the reported amounts.

Positive

• Charitable donation of 1,500,000 operating units to National Philanthropic Trust demonstrates philanthropic use rather than a market sale
• Detailed disclosure clarifies the exchange mechanics between operating units and Class B shares or cash, aiding investor understanding

Negative

• Reduction of reported indirectly held operating units and associated Class D shares by 1,500,000 through the donation
• Large indirect stake (76,972,092 Class D shares and equal number of units) remains concentrated in Dyal SLP, with the reporting person disclaiming beneficial ownership except for pecuniary interest

Insights

Financial Analyst

TL;DR: Insider donated 1.5M operating units but retains substantial indirect economic exposure to OWL through Dyal SLP.

The transaction is a non‑cash, charitable distribution of 1,500,000 Blue Owl Operating Group Units tied to Class D shares, reducing the reporting person's direct/indirect holdings by that amount. The remaining disclosed indirect position of 76,972,092 Class D shares and matching units is large and remains intact. For investors, the gift signals a non‑liquidity driven transfer rather than a market sale, and the continued large indirect stake suggests persistent alignment with the issuer's economic outcomes, subject to the reporting person's stated disclaimer of beneficial ownership except for pecuniary interest.

Corporate Governance Expert

TL;DR: Governance disclosure clarifies ownership structure and documents a charitable transfer of equity‑linked units.

The Form 4 provides useful transparency on the nature of the transfer: units were distributed from Dyal Capital SLP LP to the reporting person and immediately donated to a donor‑advised fund. The filing also explains conversion/exchange mechanics for operating units into Class B shares or cash, and explicitly disclaims beneficial ownership of securities held by Dyal SLP except to the extent of pecuniary interest. This level of detail helps stakeholders assess control and economic exposure but does not indicate a change in board-level affiliation or control rights.

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^*

Rees Michael Douglass

(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-President

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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 D Shares	09/12/2025		G(1)		1,500,000	D	(1)	76,972,092	I	See Footnotes(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	(3)	09/12/2025		G(1)			1,500,000	(3)	(3)	Class B Shares	1,500,000	(1)	76,972,092	I	See Footnotes(2)

Explanation of Responses:

1. The reported transaction represents a gift/charitable donation of securities indirectly owned through Dyal Capital SLP LP ("Dyal SLP") 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.

2. Consists of an aggregate of 76,972,092 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 Dyal SLP, on behalf of Mr. Rees, his spouse and one or more entities controlled by him. Mr. Rees expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of his pecuniary interest therein.

3. Each 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.

	/s/ Neena A. Reddy, as Attorney-in-Fact	09/12/2025
	** 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 did the OWL insider transaction report show?

The report shows a donation of 1,500,000 Blue Owl Operating Group Units (and related Class D shares) distributed and donated to National Philanthropic Trust.

How many Class D shares and operating units does the filing list after the transaction?

The filing lists an aggregate of 76,972,092 Class D shares and an equal number of Blue Owl Operating Group Units held indirectly through Dyal SLP.

Was the transaction a sale or a gift in the OWL Form 4?

The transaction is reported as a gift/charitable donation of securities, not a market sale.

Can the Blue Owl Operating Group Units be converted to OWL common stock?

Yes. Each operating unit may be exchanged for an equal number of Class B shares or, at the exchange committee’s election, a cash payment based on a five‑day VWAP as described in the disclosure.

Does the reporting person claim ownership of the securities held by Dyal SLP?

No. The reporting person expressly disclaims beneficial ownership