OWL Co-President Packer granted units convertible to Class A shares under incentive plan

Rhea-AI Filing Summary

Craig Packer, Co-President and director of Blue Owl Capital Inc. (OWL), was issued 341,345 Class C shares and corresponding Blue Owl Operating Group Units on 08/07/2025 as reported on this Form 4. The filing shows an issuance price of $0 and reports the reporting person’s indirect beneficial ownership following the transaction as 3,757,112 shares.

The awarded Incentive Units are fully vested at grant but are subject to a one-year lock-up. After specified capital account thresholds are met, the Incentive Units settle into Common Units and Class C Shares; Operating Group Units may thereafter be exchanged for newly issued Class A shares or, at the election of an exchange committee, a cash payment based on a five-day VWAP prior to exchange. The filing documents compensation-linked equity granted to an executive with defined settlement and transfer restrictions.

Positive

• Significant executive alignment: Grant links Co-President compensation to long-term equity through Units and Class C Shares
• Substantial award size: 341,345 Class C shares and corresponding Operating Group Units increase reported indirect ownership to 3,757,112
• Units fully vested at grant: Incentive Units are fully vested upon grant (though subject to lock-up)

Negative

• Issued at $0: The reported transaction price is $0, indicating a compensatory issuance rather than an open-market purchase
• One-year lock-up: Awarded Units are subject to a one-year lock-up, limiting immediate liquidity
• Settlement contingent: Conversion into Common Units/Class A shares depends on attainment of specified capital account thresholds and exchange mechanics described in the filing

Insights

Corporate Governance Expert

TL;DR: Grant aligns management compensation with shareholders but is subject to conversion conditions and a one-year lock-up.

The Form 4 documents a compensation-related issuance to Co-President Craig Packer of 341,345 Class C shares and corresponding Blue Owl Operating Group Units at a reported price of $0. The units are fully vested at grant yet subject to a one-year lock-up and contingent settlement tied to capital account thresholds. From a governance perspective, the award increases executive alignment with long-term equity performance while retaining structural transfer restrictions and conditional conversion mechanics.

Securities Analyst

TL;DR: Insider received 341,345 units; indirect beneficial ownership rises to 3,757,112; immediate market impact is limited by lock-up and conversion conditions.

The filing reports acquisition via the company’s omnibus incentive plan with a reported $0 issuance price and post-transaction indirect ownership of 3,757,112 shares. The Blue Owl Operating Group Units do not expire and may be exchanged for Class A shares (or cash under the exchange committee’s election) after settlement conditions are satisfied. The one-year lock-up and threshold-based settlement mean the timing and form of any future Class A share issuance are governed by plan terms described in the filing.

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^*

Packer Craig

(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)
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		341,345	A	$0	3,757,112	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		341,345		(2)	(2)	Class A Shares	341,345	$0	3,757,112	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.
* 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 transaction did Craig Packer report on the OWL Form 4?

The Form 4 reports issuance of 341,345 Class C shares and corresponding Blue Owl Operating Group Units on 08/07/2025 at a reported price of $0.

How many OWL shares does the reporting person beneficially own after the reported transaction?

The filing reports 3,757,112 shares of indirect beneficial ownership following the transaction.

Are the awarded units immediately transferable or exercisable?

The Incentive Units are fully vested at grant but are subject to a one-year lock-up; settlement into Common Units and Class C Shares is contingent on capital account thresholds.

Can the Operating Group Units convert into Class A shares?

Yes. After settlement and lock-up conditions, Blue Owl Operating Group Units may be exchanged for newly issued Class A shares or, at the exchange committee’s election, a cash payment equal to a five-day VWAP prior to exchange.

What plan governs the issuance reported in the Form 4?

The issuance is reported under the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as referenced in the filing.