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Blue Owl Co-CEO donates 2M company securities

Co-Chief Executive Officer Marc S. Lipschultz reported indirect bona fide gifts totaling 2,000,000 OWL-related securities to a charitable donor-advised fund.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

BLUE OWL CAPITAL INC. (OWL) reports that Co-Chief Executive Officer and director Marc S. Lipschultz effected bona fide gifts involving securities indirectly held through Owl Rock Capital Feeder LLC. On September 11, 2026, 1,000,000 Blue Owl Operating Group Units (each paired with a Class D Share) and 1,000,000 Class D Shares were distributed to him and donated to National Philanthropic Trust for a donor-advised fund. Following these transactions, 56,695,038 Class D Shares and an equal number of Blue Owl Operating Group Units remain held by Owl Rock Capital Feeder LLC for various family-related interests, and Lipschultz disclaims beneficial ownership except to the extent of his pecuniary interest. Each Blue Owl Operating Group Unit may be exchanged, upon cancellation of an equal number of Class D Shares, for Class B common stock or a cash payment under an exchange agreement, and these units do not expire.

Positive

  • None.

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Insider LIPSCHULTZ MARC S
Role Co-Chief Executive Officer
Type Security Shares Price Value
Gift Blue Owl Operating Group Units F3, F1, F2 1,000,000 -- --
Gift Class D Shares F1, F2 1,000,000 -- --
Holdings After Transaction: Blue Owl Operating Group Units — 56,695,038 contracts (Indirect, See Footnotes); Class D Shares — 56,695,038 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 56,695,038 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, 20,912,440 of which are held on behalf of Mr. Lipschultz; 11,550,711 of which are held on behalf of Lipschultz Family OR Trust over which Mr. Lipschultz has sole investment and voting power; and 24,231,887 of which are held on behalf of Mr. Lipschultz's spouse. Mr. Lipschultz 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.
Blue Owl Operating Group Units gifted 1,000,000 units Bona fide gift on September 11, 2026, indirectly held through Owl Rock Capital Feeder LLC
Class D Shares gifted 1,000,000 shares Bona fide gift on September 11, 2026, indirectly held through Owl Rock Capital Feeder LLC
Total securities gifted 2,000,000 securities Sum of Blue Owl Operating Group Units and Class D Shares involved in bona fide gifts
Aggregate Class D Shares held by Owl Rock Capital Feeder LLC 56,695,038 shares Class D Shares held with an equal number of Blue Owl Operating Group Units after the reported transactions
Holdings on behalf of Marc S. Lipschultz 20,912,440 shares/units Portion of the 56,695,038 Class D Shares and equal Units held on his behalf
Holdings in Lipschultz Family OR Trust 11,550,711 shares/units Class D Shares and equal Units held on behalf of Lipschultz Family OR Trust
Holdings on behalf of spouse 24,231,887 shares/units Class D Shares and equal Units held on behalf of Marc S. Lipschultz’s spouse
bona fide gift regulatory
"The reported transaction represents a gift/charitable donation of securities"
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.
Blue Owl Operating Group Units financial
"Each Blue Owl Operating Group Unit, upon the cancellation of an equal number"
Class D Shares financial
"Consists of an aggregate of 56,695,038 shares of Class D common stock"
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
"disclaims beneficial ownership of the securities ... except to the extent of his pecuniary interest"
Third Amended and Restated Exchange Agreement regulatory
"subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement"

FAQ

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

What transactions did OWL Co-CEO Marc S. Lipschultz report on this Form 4?

He reported bona fide gifts on September 11, 2026, involving 1,000,000 Blue Owl Operating Group Units (with corresponding Class D Shares) and 1,000,000 Class D Shares, indirectly held through Owl Rock Capital Feeder LLC and donated to National Philanthropic Trust.

What OWL holdings remain associated with Owl Rock Capital Feeder LLC after the reported gifts?

After the reported gifts, Owl Rock Capital Feeder LLC holds an aggregate of 56,695,038 Class D Shares and an equal number of Blue Owl Operating Group Units, allocated among Marc S. Lipschultz, a family trust, and his spouse, as described in the footnotes.

Does Marc S. Lipschultz fully own all OWL securities held by Owl Rock Capital Feeder LLC?

No. He expressly disclaims beneficial ownership of securities held by Owl Rock Capital Feeder LLC except to the extent of his pecuniary interest, even though he has investment and voting power over certain portions as described in the footnotes.

Were the OWL gifts by Marc S. Lipschultz made under a Rule 10b5-1 trading plan?

The document-level certification indicates no Rule 10b5-1 trading plan; the related checkbox is not marked as being pursuant to such a plan, and the footnotes do not describe these gifts as made under a pre-arranged trading plan.

What exchange rights do the Blue Owl Operating Group Units reported by OWL have?

Each Blue Owl Operating Group Unit, upon cancellation of an equal number of Class D Shares, may be exchanged for an equal number of newly issued Class B common shares or, at an exchange committee’s election, a cash payment equal to the five-day volume weighted average Class A share price; the units do not expire.

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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive 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)1,000,000D(1)56,695,038ISee 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)1,000,000 (3) (3)Class B Shares1,000,000(1)56,695,038ISee 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 56,695,038 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, 20,912,440 of which are held on behalf of Mr. Lipschultz; 11,550,711 of which are held on behalf of Lipschultz Family OR Trust over which Mr. Lipschultz has sole investment and voting power; and 24,231,887 of which are held on behalf of Mr. Lipschultz's spouse. Mr. Lipschultz 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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