Form 4: Dyal SLP transfers 1,750,000 OWL Class D shares to partners

Rhea-AI Filing Summary

Dyal Capital SLP LP reported a Form 4 on 09/12/2025 disclosing a disposition of 1,750,000 Class D shares of Blue Owl Capital Inc. and an equal number of Blue Owl Operating Group Units for no consideration to certain limited partners (the "Dyal Partners"). The filing shows 133,814,357 Class B-equivalent shares beneficially owned following the transaction, held indirectly by Dyal SLP on behalf of its limited partners.

The report notes the economic mechanics: each Operating Group Unit can be exchanged for an equal number of Class B shares or, at the exchange committee's election, for a cash payment tied to a five-day VWAP of Class A shares. The Form 4 was signed by an attorney-in-fact for Dyal SLP LP.

Positive

• Continued substantial indirect ownership of 133,814,357 shares remains after the transfer
• Clear disclosure of the transfer mechanics and exchange rights for Operating Group Units

Negative

• Disposition of 1,750,000 Class D Shares could modestly reduce liquid holdings available through Dyal SLP
• Transfer to certain officers or directors (Dyal Partners) may prompt investor questions about internal ownership reallocations

Insights

Financial Analyst

TL;DR: A modest disposition by Dyal SLP reduces Class D share holdings but leaves a large indirect stake of 133.8M shares intact.

This Form 4 reports a non‑cash transfer of 1,750,000 Class D shares and matching Operating Group Units to certain limited partners, described as Dyal Partners. The transfer was for no consideration and appears internal to Dyal SLP's limited partner arrangements rather than an open‑market sale. Post-transaction beneficial ownership remains substantial at 133,814,357 shares, indicating continued exposure to the issuer's equity. For analysts, the filing signals ownership reallocation within the holder group but provides no new financial guidance or secondary-market liquidity event.

Corporate Governance Expert

TL;DR: Filing documents an internal redistribution of equity among related limited partners; governance implications are limited and disclosed.

The transaction is described as a disposition by Dyal SLP to certain named limited partners, including officers or directors, executed for no consideration and accompanied by explanatory footnotes about beneficial ownership disclaimers. The filing clarifies indirect ownership and exchange rights tied to Operating Group Units under the April 1, 2025 exchange agreement. Disclosure is concise and meets Form 4 reporting requirements; it does not indicate a change in board control or an external divestiture.

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^*

Dyal Capital SLP LP

(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)		Other (specify below)

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)

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 D Shares	09/12/2025		J(1)		1,750,000	D	(1)	133,814,357	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)			1,750,000	(3)	(3)	Class B Shares	1,750,000	(1)	133,814,357	I	See Footnote(2)

Explanation of Responses:

1. The reported transaction is a disposition by Dyal Capital SLP LP ("Dyal SLP") to certain Dyal Partners (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 Dyal SLP on behalf of limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland, Jennifer Brouse and certain other limited partners that are officers or directors of the Issuer (collectively, the "Dyal Partners"). Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal SLP 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 the newly issued Issuer's shares of Class B common stock ("Class B Shares"), 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 Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

	/s/ Neena A. Reddy, as Attorney-in-Fact	09/12/2025
	** Signature of Reporting Person	Date
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FAQ

What did Dyal Capital SLP LP report on Form 4 for OWL?

The Form 4 reports a disposition of 1,750,000 Class D shares and an equal number of Blue Owl Operating Group Units on 09/12/2025.

How many Blue Owl shares does Dyal SLP beneficially own after the transaction?

The filing shows 133,814,357 shares beneficially owned following the reported transaction.

Was the disposition a sale for cash?

No; the filing states the disposition was to certain limited partners for no consideration.

What are Blue Owl Operating Group Units and what rights do they carry?

Each Operating Group Unit, upon cancellation of an equal number of Class D Shares, may be exchanged for an equal number of Class B shares or, at the general partner's exchange committee election, for a cash payment tied to the five-day VWAP of Class A shares prior to exchange.

Who signed the Form 4 filing?

The Form 4 was signed by Neena A. Reddy, as Attorney-in-Fact on behalf of Dyal Capital SLP LP on 09/12/2025.