Blue Owl (NYSE: OWL) Co-President granted 305,791 Class C shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Rees Michael Douglass reported acquisition or exercise transactions in this Form 4 filing.
Blue Owl Capital Inc. insider Rees Michael Douglass, a director and Co‑President, reported an indirect equity award dated February 12, 2026. He was granted 305,791 Class C shares and an equal number of Blue Owl Operating Group Units at a price of $0 per unit/share under the company’s 2021 omnibus equity incentive plan, held through Blue Owl Management Vehicle LP.
Following this grant, Douglass is shown as indirectly beneficially owning 5,593,705 Class C shares and 5,593,705 Blue Owl Operating Group Units, which may ultimately be exchangeable into Class A common stock after specified lock‑up and threshold conditions. The filing also notes 100,080 Class C shares and corresponding Operating Group Units held indirectly through Blue Owl GP Stakes II (A) LP from a prior pro rata distribution for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Rees Michael Douglass
Role
Co-President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Blue Owl Operating Group Units | 305,791 | $0.00 | -- |
| Grant/Award | Class C Shares | 305,791 | $0.00 | -- |
| holding | Blue Owl Operating Group Units | -- | -- | -- |
| holding | Class C Shares | -- | -- | -- |
Holdings After Transaction:
Blue Owl Operating Group Units — 5,593,705 shares (Indirect, See Footnotes);
Class C Shares — 5,593,705 shares (Indirect, See Footnotes)
Footnotes (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. The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the reporting person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein. Upon the 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 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.
FAQ
What insider transaction did Blue Owl (OWL) report for Rees Michael Douglass?
Blue Owl disclosed that Rees Michael Douglass received an indirect grant of 305,791 Class C shares and an equal number of Blue Owl Operating Group Units at $0 per unit, under the company’s 2021 omnibus equity incentive plan, dated February 12, 2026.
Were the Blue Owl (OWL) securities in this Form 4 purchased on the market?
No, the Form 4 shows an award-type acquisition. The 305,791 Class C shares and matching Operating Group Units were granted at $0 per unit under Blue Owl’s equity incentive plan, rather than acquired through an open-market purchase transaction.
How can Blue Owl Operating Group Units reported in OWL’s Form 4 be converted?
The footnotes state that, after lock-up expiration and cancellation of an equal number of Class C shares, Blue Owl Operating Group Units may be exchanged for an equal number of newly issued Class A shares or an equivalent cash payment based on a five-day volume-weighted average price.
What role does Blue Owl GP Stakes II (A) LP play in this Blue Owl (OWL) Form 4?
The filing explains that 100,080 Class C shares and corresponding Operating Group Units are held by Blue Owl GP Stakes II (A) LP, received in a pro rata distribution for no consideration, with Douglass reporting an indirect interest through his role on that entity’s investment committee.
Are the incentive units reported in Blue Owl (OWL) Co-President’s Form 4 vested?
Yes, the footnotes state that the Incentive Units of Blue Owl Management Vehicle are fully vested on the grant date, but remain subject to a one-year lock-up period before exchanges into Class A shares can occur, once required capital account thresholds are met.