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Blue Owl CFO donates 20,000 company securities

Blue Owl’s CFO reported charitable gifts of indirectly held Class D shares and associated Operating Group Units to a donor-advised fund.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BLUE OWL CAPITAL INC. (OWL) reported that Chief Financial Officer Alan Kirshenbaum made bona fide gifts of 10,000 Blue Owl Operating Group Units (derivative securities) and 10,000 associated Class D shares on September 11, 2026, from indirect holdings through Owl Rock Capital Feeder LLC.

The donated securities were distributed to Mr. Kirshenbaum and given to National Philanthropic Trust to be held in a donor-advised fund. After these gifts, Owl Rock Feeder continues to hold 27,696 Class D shares and an equal number of Blue Owl Operating Group Units on his behalf, for which he disclaims beneficial ownership except for his pecuniary interest. Each Operating Group Unit is exchangeable, upon cancellation of an equal number of Class D shares, into Class B shares or a cash amount based on the five-day volume weighted average price of Class A shares, and these units do not expire. No Rule 10b5-1 trading plan is reported.

Positive

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Negative

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Insider Kirshenbaum Alan
Role Chief Financial Officer
Type Security Shares Price Value
Gift Blue Owl Operating Group Units F3, F1, F2 10,000 -- --
Gift Class D Shares F1, F2 10,000 -- --
Holdings After Transaction: Blue Owl Operating Group Units — 27,696 contracts (Indirect, See Footnotes); Class D Shares — 27,696 shares (Indirect, See Footnotes)
Footnotes (3)
  1. F1. The reported transaction represents a gift/charitable donation of securities indirectly owned through Owl Rock Capital Feeder LLC ("Owl Rock Feeder") 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. F2. Consists of an aggregate of 27,696 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 Owl Rock Feeder on behalf of Mr. Kirshenbaum. Mr. Kirshenbaum expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein.
  3. F3. 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.
Operating Group Units gifted 10,000 units Gift of Blue Owl Operating Group Units on September 11, 2026
Class D shares gifted 10,000 shares Gift of Class D common stock on September 11, 2026
Class D shares held indirectly after transaction 27,696 shares Held by Owl Rock Capital Feeder LLC on behalf of Mr. Kirshenbaum after gifts
Blue Owl Operating Group Units held indirectly after transaction 27,696 units Equal number of units associated with Class D shares held by Owl Rock Feeder
Total gifted securities (derivative and non-derivative) 20,000 securities Aggregate of 10,000 units and 10,000 Class D shares gifted
bona fide gift financial
"The transaction code is described as a bona fide gift."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
donor-advised fund financial
"Donated to National Philanthropic Trust to be held in a donor-advised fund."
A donor-advised fund is a charitable giving account that lets an individual or family deposit cash, stock, or other assets now, get an immediate tax benefit, and then recommend grants to charities over time. Think of it like a private charitable bucket you control without running a charity yourself; investors care because it’s a tax-efficient way to give appreciated securities, can change when and how donated shares enter the market, and affects personal and corporate tax planning.
pecuniary interest financial
"He disclaims beneficial ownership except to the extent of his pecuniary interest."
volume weighted average price financial
"A cash payment equal to the five-day volume weighted average price of shares."
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Blue Owl Operating Group Units financial
"Each Blue Owl Operating Group Unit may be exchanged for Class B shares or cash."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OWL’s CFO Alan Kirshenbaum report in this Form 4?

He reported bona fide gifts of 10,000 Blue Owl Operating Group Units and 10,000 Class D shares on September 11, 2026, transferred from indirect holdings through Owl Rock Capital Feeder LLC to National Philanthropic Trust for a donor-advised fund.

Were the OWL gifts made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked, and there is no footnote stating the transactions were made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

What is the nature of the charitable donation reported by OWL’s CFO?

The filing states the transaction is a gift/charitable donation of securities indirectly owned through Owl Rock Capital Feeder LLC, distributed to Alan Kirshenbaum and then donated to National Philanthropic Trust to be held in a donor-advised fund.

Do Blue Owl Operating Group Units reported in the OWL Form 4 expire?

No. The filing states that Blue Owl Operating Group Units do not expire, though exchanges are subject to applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement dated April 1, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Kirshenbaum Alan

(Last)(First)(Middle)
399 PARK AVENUE
37TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class D Shares09/11/2026G(1)10,000D(1)27,696ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Blue Owl Operating Group Units(3)09/11/2026G(1)10,000 (3) (3)Class B Shares10,000(1)27,696ISee Footnotes(2)
Explanation of Responses:
1. The reported transaction represents a gift/charitable donation of securities indirectly owned through Owl Rock Capital Feeder LLC ("Owl Rock Feeder") 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 27,696 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 Owl Rock Feeder on behalf of Mr. Kirshenbaum. Mr. Kirshenbaum expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder 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-Fact09/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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