Blue Owl Co-CEO awarded 788,882 Class C shares

LIPSCHULTZ MARC S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

LIPSCHULTZ MARC S reported acquisition or exercise transactions in this Form 4 filing.

BLUE OWL CAPITAL INC. reported that entities associated with Co-Chief Executive Officer Marc S. Lipschultz received equity-based awards. The filing shows a grant of 788,882 Class C Shares and 788,882 Blue Owl Operating Group Units, held indirectly through Blue Owl Management Vehicle LP. After these awards, indirect holdings reported total 6,918,869 shares or units corresponding on a 1-for-1 basis. The Incentive Units are fully vested on the grant date but subject to a one-year lock-up before exchanges into Class A Shares can occur.

Insider Trade Summary

Grant/Award: 1,577,764 shares

Grant/Award 2 txns

Insider LIPSCHULTZ MARC S

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Blue Owl Operating Group Units	788,882	$0.00	$0.00
Grant/Award	Class C Shares	788,882	$0.00	$0.00

Holdings After Transaction: Blue Owl Operating Group Units — 6,918,869 contracts (Indirect, See Footnotes); Class C Shares — 6,918,869 shares (Indirect, See Footnotes)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

Class C Shares granted: 788,882 shares Blue Owl Operating Group Units granted: 788,882 units Award price: $0.0000 per unit +3 more

6 metrics

Class C Shares granted 788,882 shares Grant/award acquisition on May 7, 2026

Blue Owl Operating Group Units granted 788,882 units Derivative award linked 1-for-1 to Class A Shares

Award price $0.0000 per unit Grant of Class C Shares and Operating Group Units

Indirect holdings after award 6,918,869 shares/units Total reported following the transactions

Lock-up period 1 year Incentive Units subject to one-year lock-up from grant date

Exchange ratio 1-for-1 Incentive Units, Operating Group Units, and Class C or Class A Shares

Key Terms

Incentive Units, Blue Owl Operating Group Units, lock-up period, Class C Shares, +2 more

6 terms

Incentive Units financial

"The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units..."

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.

Blue Owl Operating Group Units financial

"Incentive Units settle by delivery of an equal number of Common Units of Blue Owl Holdings ("Blue Owl Operating Group Units")..."

lock-up period financial

"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..."

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

Class C Shares financial

"Represents shares of Class C common stock of the Issuer ("Class C Shares") and Common Units of Blue Owl Capital Holdings LP..."

Class C shares are a type of common stock that typically carries reduced or no voting rights compared with other share classes, while still entitling holders to dividends and profit participation. Think of them like concert tickets that let you enjoy the show but don’t grant backstage access — you share in gains but have little say in management decisions. Investors care because voting power affects corporate control and strategic direction, which can influence long‑term value and risk.

Class A Shares financial

"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")..."

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

Omnibus Equity Incentive Plan financial

"pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan..."

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

FAQ

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

What did BLUE OWL CAPITAL INC. (OWL) disclose in this Form 4?

BLUE OWL CAPITAL INC. disclosed equity awards linked to its Co-CEO. Entities associated with Marc S. Lipschultz received 788,882 Class C Shares and 788,882 Blue Owl Operating Group Units as fully vested Incentive Units, increasing reported indirect holdings to 6,918,869 units or shares.

How many BLUE OWL CAPITAL INC. Class C Shares were granted in this filing?

The filing reports a grant of 788,882 Class C Shares. These shares are issued or to be issued to Blue Owl Management Vehicle LP, corresponding 1-for-1 to Incentive Units held for Marc S. Lipschultz under the company’s 2021 Omnibus Equity Incentive Plan.

What are Blue Owl Operating Group Units mentioned in OWL’s Form 4?

Blue Owl Operating Group Units are Common Units of Blue Owl Capital Holdings LP. In this filing, 788,882 such units were awarded and correspond to an equal number of Class C Shares, with potential future exchange into Class A common stock after conditions are met.

Are the Incentive Units in this OWL Form 4 immediately vested and tradable?

The Incentive Units are fully vested on the grant date but locked up for one year. During this lock-up period, they cannot be exchanged. Afterward, and upon meeting capital account thresholds, they may settle into Operating Group Units and Class C Shares.

Can the Blue Owl Operating Group Units be exchanged for Class A Shares of OWL?

Yes, the units may later be exchanged for Class A Shares or cash. After the lock-up, cancellation of corresponding Class C Shares, and at the reporting person’s request, Operating Group Units can be exchanged for newly issued Class A Shares or an equivalent cash amount.

Did Marc S. Lipschultz buy or sell OWL shares on the open market?

No open-market buys or sells are reported in this Form 4. The transactions are coded as “A” awards, reflecting equity-based compensation granted at a price of $0.0000 per unit, held indirectly through Blue Owl Management Vehicle LP.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:30 PM Learn about SEC filing dates

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^*

LIPSCHULTZ MARC S

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class C Shares(1)(2)	05/07/2026		A		788,882	A	$0	6,918,869	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)	05/07/2026		A		788,882		(2)	(2)	Class A Shares	788,882	$0	6,918,869	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	05/08/2026
	** 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.
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* Form 4: SEC 1474 (03-26)