Blue Owl Capital (OWL) Co-President moves 40.9M units in estate-planning transfer

Rhea-AI Filing Summary

Blue Owl Capital Inc. reported an insider estate-planning transfer involving a large ownership block. A director and Co-President reported moving 90% of the units of Augustus, LLC, an investment vehicle he controls, to the Zahr Family Gift Trust, with a trustee acting on behalf of the trust. After this transfer, OSREC Feeder, LP holds 45,507,772 Blue Owl Operating Group Units and an equal number of Class C shares on behalf of Augustus, with 40,956,995 of those units and matching Class C shares indirectly attributed to the trust.

The remaining holdings tied to the reporting person consist of 4,550,777 Blue Owl Operating Group Units and Class C shares via Augustus and 4,139,090 such units and shares issued or to be issued in respect of incentive units. Blue Owl Operating Group Units may be exchanged, after cancellation of an equal number of Class C shares and, for incentive units, after a one-year lockup from grant, for an equal number of newly issued Class A shares or a corresponding cash amount, and the units do not expire. The trust is maintained for the benefit of immediate family members, and the reporting person continues to be deemed the beneficial owner to the extent of his pecuniary interest.

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

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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^*

Zahr Marc

(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-President

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		J(1)		40,956,995	D	(1)	8,689,867	I	See Footnotes(1)(2)
Class C Shares								40,956,995	I	By Trust(1)(4)

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)(3)	12/10/2025		J(1)			40,956,995	(3)	(3)	Class A Shares	40,956,995	(3)	8,689,867	I	See Footnotes(1)(2)
Blue Owl Operating Group Units	(1)(3)							(3)	(3)	Class A Shares	40,956,995		40,956,995	I	By Trust(1)(4)

Explanation of Responses:

1. For estate planning purposes, the reporting person transferred 90% of the units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 90% of such securities (40,956,995 Blue Owl Operating Group Units and equal number of Class C Shares) indirectly held by Augustus on behalf of the Trust.

2. Consists of (i) 4,550,777 Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, corresponding to the reporting person's remaining holdings of 10% of the units in Augustus following the transfer of Augustus units described in footnote 1 above and (ii) 4,139,090 Blue Owl Operating Group Units and an equal number of Class C Shares issued or to be issued in respect of Incentive Units held by Blue Owl Management Vehicle LP on behalf of the reporting person.

3. After the cancellation of an equal number of Class C Shares (and, in the case of the Incentive Units, the expiration of a one-year lock up from the grant date), 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.

4. The Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, corresponding to the Trust's holdings of 90% of the units in Augustus following the transfer of Augustus units described in footnote 1 above, are indirectly held by the Trust. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein. The Trust is maintained for the benefit of immediate family members sharing the same household of the reporting person. As such, the reporting person will be deemed to remain the beneficial owner of the Blue Owl Operating Group Units and Class C Shares.

	/s/ Neena A. Reddy, as Attorney-in-Fact	12/12/2025
	** 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).
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FAQ

What insider transaction did Blue Owl Capital Inc. (OWL) disclose in this Form 4?

The filing reports that a director and Co-President transferred 90% of the units of Augustus, LLC, an investment vehicle he controls, to the Zahr Family Gift Trust for estate planning purposes. These units correspond to Blue Owl Operating Group Units and an equal number of Class C shares of Blue Owl Capital Inc.

How many Blue Owl Operating Group Units were moved to the Zahr Family Gift Trust related to OWL?

After the transfer, 40,956,995 Blue Owl Operating Group Units and an equal number of Class C shares are indirectly held by Augustus on behalf of the Zahr Family Gift Trust.

What are the reporting person’s remaining Blue Owl Operating Group Unit holdings after the transfer?

The remaining interests tied to the reporting person consist of 4,550,777 Blue Owl Operating Group Units and Class C shares held on behalf of his 10% stake in Augustus, plus 4,139,090 Blue Owl Operating Group Units and an equal number of Class C shares issued or to be issued in respect of incentive units.

Can Blue Owl Operating Group Units related to OWL be converted into Class A shares?

Yes. After cancellation of an equal number of Class C shares, and in the case of incentive units after a one-year lockup from the grant date, Blue Owl Operating Group Units may be exchanged from time to time for an equal number of newly issued Class A shares or, at the election of an exchange committee, a cash payment based on the five-day volume-weighted average price of Class A shares immediately before the exchange date.

Does the reporting person remain a beneficial owner of the Blue Owl Capital (OWL) securities held by the trust?

The filing states that the reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest, but he will be deemed to remain the beneficial owner of the Blue Owl Operating Group Units and Class C shares because the trust is maintained for the benefit of immediate family members sharing his household.

What roles does the reporting person hold at Blue Owl Capital Inc. (OWL)?

The reporting person is identified as both a director and an officer of Blue Owl Capital Inc., serving in the role of Co-President.