Blue Owl (NYSE: OWL) co-CEO awarded 878,709 Class C shares and units

Rhea-AI Filing Summary

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

Blue Owl Capital Inc. co-CEO Marc S. Lipschultz reported an equity award linked to 878,709 shares of Class C common stock and 878,709 Blue Owl Operating Group Units. These securities were granted on February 12, 2026 at a price of $0 per unit as an incentive award.

The interests are held indirectly through Blue Owl Management Vehicle LP under the company’s 2021 omnibus equity incentive plan. The incentive units are fully vested on the grant date but subject to a one-year lock-up. After required capital thresholds and lock-up, the operating group units can be exchanged into an equal number of Class A shares or a cash amount based on a five-day volume-weighted average price. Following the grant, Lipschultz’s indirect beneficial holdings in each of these instruments total 6,129,987 units or shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LIPSCHULTZ MARC S

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
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^*

LIPSCHULTZ MARC S

(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 Blue Owl Capital (OWL) report for Marc S. Lipschultz?

Blue Owl Capital reported that co-CEO Marc S. Lipschultz received an indirect award of 878,709 Class C shares and 878,709 Blue Owl Operating Group Units on February 12, 2026. The award was granted at $0 per unit under the company’s 2021 omnibus equity incentive plan.

How many Blue Owl (OWL) shares does Marc S. Lipschultz indirectly hold after this Form 4?

After the reported award, Marc S. Lipschultz indirectly beneficially owns 6,129,987 Class C shares and 6,129,987 Blue Owl Operating Group Units. These interests are held through Blue Owl Management Vehicle LP and correspond 1-for-1 to previously issued Class P Units and resulting common units and Class C shares.

What is the structure of the Blue Owl (OWL) incentive units granted to Marc S. Lipschultz?

The incentive units are issued through Blue Owl Management Vehicle LP and correspond 1-for-1 to Class P Units of Blue Owl Holdings, common units, and Class C shares. They vest fully at grant but are subject to a one-year lock-up before exchanges into Class A shares can occur.

Can Marc S. Lipschultz’s Blue Owl Operating Group Units convert into Class A shares of OWL?

Yes. After the lock-up expires and certain capital account thresholds are met, each Blue Owl Operating Group Unit can be exchanged for one Class A share or a cash payment equal to the five-day volume weighted average price of Class A shares immediately before the exchange date.

Was the Blue Owl (OWL) insider award to Marc S. Lipschultz an open-market purchase?

No. The filing describes the transaction as a grant or award acquisition at a price of $0 per unit. It was issued under Blue Owl Capital Inc.’s 2021 omnibus equity incentive plan and is held indirectly through Blue Owl Management Vehicle LP on behalf of the reporting person.

What lock-up restrictions apply to Marc S. Lipschultz’s Blue Owl (OWL) incentive units?

The incentive units granted to Marc S. Lipschultz are fully vested on the grant date but subject to a one-year lock-up period. During this time, the units cannot be exchanged, and eventual settlement into common units and Class C shares occurs after required capital account thresholds are achieved.