Large Blue Owl (NYSE: OWL) holder reallocates 150K units and Class D shares

Rhea-AI Filing Summary

BLUE OWL CAPITAL INC. reported that large holder Dyal Capital SLP LP disposed of 150,000 Class D shares and an equal number of Blue Owl Operating Group Units on March 2, 2026, transferring them for no consideration to certain limited partners referred to as the Dyal Partners.

After this internal reallocation, Dyal Capital SLP LP reported indirect ownership of 133,414,357 Class D shares and an equal number of Blue Owl Operating Group Units. Each unit, with a corresponding cancellation of a Class D share, can be exchanged into Class B common stock or a cash amount based on the Class A share price, and the units do not expire.

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)
03/02/2026

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	03/02/2026		J(1)		150,000	D	(1)	133,414,357	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)	03/02/2026		J(1)			150,000	(3)	(3)	Class B Shares	150,000	(1)	133,414,357	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	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Dyal Capital SLP LP report for BLUE OWL CAPITAL INC. (OWL)?

Dyal Capital SLP LP reported disposing of 150,000 Class D shares and 150,000 Blue Owl Operating Group Units on March 2, 2026, transferring them for no consideration to certain limited partners known as the Dyal Partners.

How many BLUE OWL (OWL) securities does Dyal Capital SLP LP hold after the reported transaction?

Following the disposition, Dyal Capital SLP LP reported indirect ownership of 133,414,357 Class D shares and an equal number of Blue Owl Operating Group Units, reflecting its remaining position after transferring 150,000 shares and 150,000 units to Dyal Partners.

Who are the Dyal Partners referenced in the BLUE OWL (OWL) insider transaction?

The Dyal Partners include certain limited partners of Dyal Capital SLP LP, such as Michael Rees, Andrew Polland, Jennifer Brouse, their spouses, related entities, and other limited partners who are officers or directors of Blue Owl Capital Inc.

Was any cash consideration involved in the BLUE OWL (OWL) units and shares transfer?

No cash consideration was involved. The transaction was a disposition by Dyal Capital SLP LP to the Dyal Partners of 150,000 Class D shares and an equal number of Blue Owl Operating Group Units, explicitly described as occurring for no consideration.

What can Blue Owl Operating Group Units be exchanged into for BLUE OWL (OWL) holders?

Each Blue Owl Operating Group Unit, with cancellation of an equal number of Class D shares, may be exchanged for an equal number of newly issued Class B shares or, at the exchange committee’s election, a cash payment based on the five-day volume-weighted average Class A share price.

Do Blue Owl Operating Group Units related to BLUE OWL (OWL) have an expiration date?

Blue Owl Operating Group Units do not expire. They remain outstanding and, subject to transfer restrictions and the exchange agreement terms, may be exchanged over time into Class B common stock or a corresponding cash amount determined by the Class A share price.