Insider Vesting: 369,021 Units Added; Beneficial Ownership 4.78M at Blue Owl

Rhea-AI Filing Summary

Marc S. Lipschultz, who serves as Co-Chief Executive Officer and a director of Blue Owl Capital Inc. (OWL), reported the issuance or acquisition of 369,021 Class C common shares/units tied to management incentive units. After this transaction the reporting person is shown as beneficially owning 4,780,539 shares or equivalent units through an indirect management vehicle.

The filing states the executed Incentive Units were fully vested on grant but are subject to a one-year lock-up. These Incentive Units correspond 1-for-1 to Class P Units and, after satisfying capital account thresholds, settle into Common Units and Class C Shares; Operating Group Units may later be exchanged for Class A Shares (or, at an exchange committees election, a cash payment based on a five-day VWAP). Blue Owl Operating Group Units do not expire.

Positive

• Significant insider ownership increase: beneficial ownership reported at 4,780,539 units after the transaction
• Incentive units fully vested, which provides clear entitlement to the reported units
• One-year lock-up limits immediate sell pressure and aligns management with longer-term performance

Negative

• Issuance under an equity plan rather than an open-market purchase, so it is compensation-driven rather than an independent buy signal
• Potential dilution exists because Incentive Units settle into Common Units and Class C Shares and may be exchanged for Class A Shares
• Exchange committee discretion and cash settlement option based on VWAP introduce contingent outcomes that affect timing and form of realized value

Insights

Financial Analyst

TL;DR: Insider compensation vested; increases insider ownership but is not an open-market buy, so signal is mixed.

The reported 369,021 incentive-related Class C Shares/units reflect a vesting/issuance event under the companys equity plan rather than an open-market purchase. This raises insider alignment with shareholders because beneficial ownership rises to 4,780,539 units indirectly, but the one-year lock-up and plan-based nature mean the transaction is compensation-driven. Material investor impact depends on total outstanding share counts and potential future exchanges into Class A shares, which could affect supply if exchanges occur or if the exchange committee elects cash settlements tied to VWAP.

Corporate Governance Expert

TL;DR: Vesting plus a one-year lock-up strengthens governance alignment while keeping short-term sell pressure limited.

The disclosure shows Incentive Units fully vested at grant but subject to a one-year lock-up, which aligns management incentives with long-term performance and restricts immediate monetization. The structure—units held via a management vehicle and convertible or exchangeable into operating units and Class A shares under defined conditions—favors retention and deferred realization. Investors should note this is plan-based compensation rather than an independent open-market endorsement by the insider.

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^*

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)
08/07/2025

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(1)(2)	08/07/2025		A		369,021	A	$0	4,780,539	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)	08/07/2025		A		369,021		(2)	(2)	Class A Shares	369,021	$0	4,780,539	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	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Marc S. Lipschultz report on the Form 4 for Blue Owl (OWL)?

He reported issuance/acquisition of 369,021 Class C common shares/units tied to incentive units, increasing beneficial ownership to 4,780,539 units held indirectly.

Are the reported incentive units immediately tradable?

No. The filing states the Incentive Units are fully vested but subject to a one-year lock-up from the grant date.

How do the Incentive Units convert into exchangeable securities?

Incentive Units correspond 1-for-1 to Class P Units and, after required capital account thresholds, settle into Common Units and Class C Shares; Operating Group Units may later be exchanged for Class A Shares or, at an exchange committee's election, a cash payment based on the five-day VWAP.

Does this Form 4 represent an open-market purchase?

No. The transaction is described as issuance/settlement under the companys equity incentive plan, not an open-market purchase by the reporting person.

What is the reporting person's role at Blue Owl?

The reporting person is identified as Marc S. Lipschultz, who is a Director and Co-Chief Executive Officer of Blue Owl Capital Inc.