Marc Zahr (OWL) awarded 788,882 Blue Owl units and Class C Shares via trusts
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Zahr Marc reported acquisition or exercise transactions in this Form 4 filing.
BLUE OWL CAPITAL INC. director and Co‑President Marc Zahr reported an indirect equity award. On May 7, 2026, entities associated with him were granted 788,882 Class C Shares and 788,882 Blue Owl Operating Group Units, at a stated price of $0.0000 per unit.
The award is held through Blue Owl Management Vehicle LP and related structures, and corresponds to Incentive Units that are fully vested on grant but subject to a one‑year lock‑up. After required thresholds and cancellation of matching Class C Shares, Blue Owl Operating Group Units can be exchanged for an equal number of Class A Shares or a cash amount based on the five‑day volume‑weighted average price of Class A Shares. Following this grant, indirect holdings related to this structure total 10,357,458 Blue Owl Operating Group Units and an equal number of Class C Shares, while a larger pool of 40,956,995 Blue Owl Operating Group Units and corresponding Class C Shares is held via OSREC Feeder LP and the Zahr Family Gift Trust, where Zahr disclaims beneficial ownership except for his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Zahr Marc
Role
Co-President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Blue Owl Operating Group Units | 788,882 | $0.00 | -- |
| Grant/Award | Class C Shares | 788,882 | $0.00 | -- |
| holding | Blue Owl Operating Group Units | -- | -- | -- |
| holding | Class C Shares | -- | -- | -- |
Holdings After Transaction:
Blue Owl Operating Group Units — 10,357,458 shares (Indirect, See Footnotes);
Class C Shares — 10,357,458 shares (Indirect, See Footnotes)
Footnotes (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. 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. Consists of (i) 4,550,777 Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC Feeder, LP ("OSREC") on behalf of Augustus, LLC, an investment vehicle controlled by the reporting person ("Augustus"), corresponding to the reporting person's holdings of 10% of the units of Augustus and (ii) 5,806,681 Blue Owl Operating Group Units and an equal number of Class C Shares issued or to be issued in respect of Incentive Units held by Blue Owl Management Vehicle on behalf of the reporting person. Consists of Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC on behalf of Augustus, corresponding to the Zahr Family Gift Trust's (the "Trust") holdings of 90% of the units in Augustus. James J. Hennessey is the trustee of the Trust. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein. The Trust is maintained for the benefit of immediate family members sharing the same household of the reporting person. After the cancellation of an equal number of Class C Shares (and, in the case of the Incentive Units, the expiration of a one-year lock up from the grant date), 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 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.
Key Figures
Equity grant size: 788,882 Class C Shares
Matching operating units granted: 788,882 Blue Owl Operating Group Units
Post‑grant indirect holdings: 10,357,458 units and Class C Shares
+3 more
6 metrics
Equity grant size
788,882 Class C Shares
Grant/award acquisition on May 7, 2026
Matching operating units granted
788,882 Blue Owl Operating Group Units
Grant/award acquisition on May 7, 2026
Post‑grant indirect holdings
10,357,458 units and Class C Shares
Total Blue Owl Operating Group Units and equal Class C Shares following grant
Larger indirect operating unit pool
40,956,995 Blue Owl Operating Group Units
Underlying Class A Shares via operating units, held indirectly
OSREC direct holdings for Augustus (10%)
4,550,777 units and Class C Shares
Held by OSREC Feeder LP on behalf of Augustus LLC
Incentive Units-related pool
5,806,681 units and Class C Shares
Issued or to be issued via Blue Owl Management Vehicle for Zahr
Key Terms
Blue Owl Operating Group Units, Class C Shares, Incentive Units, lock-up period, +1 more
5 terms
Blue Owl Operating Group Units financial
"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")"
Incentive Units financial
"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"
Incentive units are ownership stakes a company grants to employees, contractors or advisors as part of pay, which become valuable only after certain conditions are met (for example, after a period of time or when performance targets are hit). They matter to investors because they create potential future claims on profits or ownership—similar to performance-based coupons that convert into a slice of the business—and can dilute existing holders or change incentives for management.
lock-up period financial
"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"
A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.
pecuniary interest financial
"The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein"
FAQ
What did BLUE OWL CAPITAL INC. (OWL) insider Marc Zahr report on this Form 4?
Marc Zahr reported an indirect equity award of 788,882 Class C Shares and 788,882 Blue Owl Operating Group Units. These grants are held through affiliated entities and reflect compensation-related Incentive Units rather than open-market share purchases or sales.
Are the newly granted BLUE OWL CAPITAL (OWL) Incentive Units immediately tradable?
The reported Incentive Units are fully vested on the grant date but subject to a one‑year lock‑up period. They must first meet required capital account thresholds, then settle into Blue Owl Operating Group Units and Class C Shares before any exchange into Class A Shares or cash.
How are OSREC Feeder LP and Augustus LLC involved in Marc Zahr’s OWL holdings?
OSREC Feeder LP holds Blue Owl Operating Group Units and Class C Shares on behalf of Augustus LLC, an investment vehicle controlled by Marc Zahr. Zahr’s interest corresponds to 10% of the units of Augustus, giving him an indirect pecuniary interest in those securities.
What role does the Zahr Family Gift Trust play in BLUE OWL CAPITAL (OWL) ownership?
The Zahr Family Gift Trust holds Blue Owl Operating Group Units and equal Class C Shares through OSREC on behalf of Augustus. The trust owns 90% of Augustus units, and Marc Zahr disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.