Form 4: Owl Rock Feeder disposes 120k OWL shares; exchange rights noted

Rhea-AI Filing Summary

Owl Rock entities reported a related-party distribution of Blue Owl securities. Owl Rock Capital Feeder LLC distributed 120,000 Class D shares of Blue Owl Capital Inc. and an equal number of Blue Owl Operating Group Units to certain Owl Rock principals for no consideration, with the transaction recorded on 09/12/2025. After the distribution, the reporting holders collectively beneficially own 170,884,846 shares on an indirect basis. The filing explains that the units may be exchanged for Class B shares or for a cash payment under the exchange agreement, and discloses that Douglas Ostrover is a director and indirectly controls the reporting entities.

Positive

• Transparent disclosure of a related-party distribution including transaction code, amounts, and ownership after the transaction
• Clear description of exchange mechanics for Blue Owl Operating Group Units into Class B shares or cash under the exchange agreement
• Identification of control and director relationship (Douglas Ostrover) clarifying potential Section 16 applicability

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A large internal distribution to principals raises ownership concentration and related-party transparency considerations.

The Form 4 documents a non-cash distribution from Owl Rock Capital Feeder LLC to Owl Rock principals of 120,000 Class D shares and matching Blue Owl Operating Group Units, while the reporting entities continue to hold a substantial indirect beneficial position of 170,884,846 shares. The filing clarifies exchange mechanics for units into Class B shares or cash per the exchange agreement and discloses director-level control connection through Douglas Ostrover. This is a related-party transaction disclosed under Section 16 and appropriately reported.

Securities Analyst

TL;DR: Transaction is disclosure of an intra-group distribution with limited apparent market impact.

The reported J-code distribution involves identical transfers of Class D shares and operating units and is recorded as a disposal by the feeder entity. The filing shows the mechanics for converting units to Class B shares or cash and reiterates the indirect ownership structure. From a securities perspective, the report provides required transparency on insider-related movements but does not evidence an open-market sale or change in aggregate beneficial ownership magnitude that would necessarily affect valuation metrics.

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^*

Owl Rock Capital Feeder LLC

(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)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 D Shares	09/12/2025		J(1)		120,000	D	(1)	170,884,846	I	See Footnote(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	(3)	09/12/2025		J(1)			120,000	(3)	(3)	Class B Shares	120,000	(1)	170,884,846	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Owl Rock Capital Feeder LLC

(Last) (First) (Middle)

399 PARK AVENUE

37TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Owl Rock Capital Partners LP

(Last) (First) (Middle)

399 PARK AVENUE

37TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. The reported transaction is a distribution by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") to certain Owl Rock Principals (as defined below) for no consideration of shares of Blue Owl Capital Inc.'s (the "Issuer") 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").

2. Consists of Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Feeder on behalf of (i) Messrs. Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum and Craig Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals") and (ii) certain non-controlled vehicles associated with the Owl Rock Principles ("Non-Controlled Entities"). Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners GP, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with certain decisions requiring the vote of Mr. Ostrover. Each of the Owl Rock Principals expressly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests 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 the Issuer's Class B common stock ("Class B Shares"), respectively, 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 the Issuer's Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Remarks:

Douglas Ostrover is a director of the Issuer and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of Issuer.

	Owl Rock Capital Feeder LLC, By: /s/ Alan Kirshenbaum Its: Authorized Signatory	09/12/2025
	Owl Rock Capital Partners LP, By: /s/ Alan Kirshenbaum Its: Authorized Signatory	09/12/2025
	** 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 did Owl Rock report on Form 4 for BLUE OWL CAPITAL INC. (OWL)?

The filing reports a distribution of 120,000 Class D shares and 120,000 Blue Owl Operating Group Units by Owl Rock Capital Feeder LLC to certain Owl Rock principals, recorded on 09/12/2025.

How many shares do the reporting entities beneficially own after the transaction?

Following the reported transaction, the reporting holders beneficially own 170,884,846 shares on an indirect basis.

Was any consideration paid for the distributed securities?

No consideration was paid; the Form states the distribution was made for no consideration to certain Owl Rock principals.

What rights or conversion features do the Blue Owl Operating Group Units have?

Each Blue Owl Operating Group Unit may be exchanged for an equal number of newly issued Class B shares or, if elected by an exchange committee, for a cash payment equal to the five-day VWAP of the Issuer's Class A common stock before the exchange date.

Who is disclosed as controlling or connected to the reporting entities?

The filing discloses that Douglas Ostrover is a director of the issuer and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners.