Craig Packer (NYSE: OWL) granted 813,484 Class C shares and units

Rhea-AI Filing Summary

Blue Owl Capital Inc. director and Co-President Craig Packer reported an equity award tied to the firm’s operating partnership. On February 12, 2026, an indirect grant of 813,484 Class C shares and 813,484 Blue Owl Operating Group Units was acquired at a stated price of $0 per unit.

The award is issued through Blue Owl Management Vehicle LP under the company’s 2021 omnibus equity incentive plan. Following the grant, Packer indirectly beneficially owns 5,006,029 Class C shares and an equal number of Blue Owl Operating Group Units, which can ultimately be exchanged into Class A common stock after lock-up and other conditions are met.

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^*

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)
02/12/2026

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 C Shares(1)(2)	02/12/2026		A		813,484	A	$0	5,006,029	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)	02/12/2026		A		813,484		(2)	(2)	Class A Shares	813,484	$0	5,006,029	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	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did OWL Co-President Craig Packer report?

Craig Packer reported an indirect equity award. On February 12, 2026, he was granted 813,484 Class C shares and 813,484 Blue Owl Operating Group Units at a stated price of $0 per unit through Blue Owl Management Vehicle LP.

How many Blue Owl (OWL) securities does Craig Packer now beneficially own?

After the reported grant, Craig Packer indirectly beneficially owns 5,006,029 Class C shares and 5,006,029 Blue Owl Operating Group Units. These positions are held indirectly through Blue Owl Management Vehicle LP, as described in the Form 4 footnotes and ownership tables.

Are Craig Packer’s Blue Owl equity awards immediately vested or locked up?

The reported Incentive Units are fully vested on the grant date but subject to a one-year lock-up period. During this lock-up, transfers are restricted, even though vesting has occurred, aligning the award with longer-term incentive objectives at Blue Owl Capital Inc.

How can Blue Owl Operating Group Units reported by OWL’s Co-President be settled?

After required capital account thresholds are met, Incentive Units settle into an equal number of Blue Owl Operating Group Units and Class C shares. After the lock-up, those units may be exchanged into Class A common stock or cash, at the exchange committee’s election.

What is the relationship between Class C shares and Class A shares at Blue Owl (OWL)?

Class C shares initially pair with Blue Owl Operating Group Units. After the lock-up and cancellation of an equal number of Class C shares, the operating group units can be exchanged into an equal number of newly issued Class A shares or cash, based on the plan’s terms.

At what price were Craig Packer’s Blue Owl equity awards granted?

Both the 813,484 Class C shares and 813,484 Blue Owl Operating Group Units were granted at a stated price of $0 per unit. This reflects an incentive or award structure, not an open-market purchase, under Blue Owl’s 2021 omnibus equity incentive plan.