OWL Form 4: 369,021 Incentive Units Issued to Co-CEO, Raising Ownership to 4.78M

Rhea-AI Filing Summary

Douglas I. Ostrover, Co-Chief Executive Officer and director of Blue Owl Capital Inc., received 369,021 Class C shares and corresponding Blue Owl Operating Group Units under the companys equity incentive plan. The reported units are fully vested on grant but subject to a one-year lock-up and settle into Common Units and Class C Shares (and potentially Class A Shares) after attainment of certain capital account thresholds; units carry no exercise price and do not expire.

The filing reports Ostrovers indirect beneficial ownership at 4,780,539 shares following the issuance. Because the shares were issued under the omnibus plan rather than bought on the open market, the transaction reflects executive compensation and long-term alignment rather than an immediate open-market purchase signal; liquidity is limited while the lock-up and settlement conditions remain in effect.

Positive

• Acquisition of 369,021 Class C Shares and corresponding Blue Owl Operating Group Units, increasing insider stake
• Indirect beneficial ownership totals 4,780,539 shares, indicating substantial executive alignment with shareholders

Negative

• Issued under the companys omnibus equity incentive plan rather than open-market purchase, limiting immediate positive market signal
• Incentive Units subject to a one-year lock-up and settlement conditions, restricting near-term liquidity and conversion timing

Insights

Securities Analyst

TL;DR: Significant equity issuance to a co-CEO increases indirect ownership but is plan-based and locked up for one year.

This Form 4 shows an issuance of 369,021 Class C Shares and equivalent operating units to Douglas Ostrover under Blue Owls amended omnibus equity plan. The units are fully vested on grant, carry no exercise price, and do not expire, which aligns executive and shareholder economics over the long term. However, the one-year lock-up and the fact that settlement depends on capital account thresholds and exchange mechanics reduce immediate market signaling value. For investors, the increase to 4,780,539 indirect shares shows material insider exposure but stems from compensation, not an opportunistic purchase.

Corporate Governance Expert

TL;DR: Governance signal is mixed—meaningful insider stake under compensation plan, but lock-up and conversion mechanics limit near-term impact.

The transaction is executed through Blue Owl Management Vehicle and the Second Amended and Restated 2021 Omnibus Equity Incentive Plan. The reporting persons Incentive Units settle into operating units and Class C Shares on a 1-for-1 basis after specified thresholds, and exchanges to Class A Shares may occur later or be cash-settled by an exchange committee. This structure fosters long-term alignment yet creates complexity for shareholder voting and timing of economic exposure. From a governance perspective, the disclosure is clear about restrictions and conversion rights, which supports transparency.

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

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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^*

Ostrover Douglas I

(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-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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 C Shares(1)(2)	08/07/2025		A		369,021	A	$0	4,780,539	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)	08/07/2025		A		369,021		(2)	(2)	Class A Shares	369,021	$0	4,780,539	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	08/08/2025
	** 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

Who filed the Form 4 for Blue Owl (OWL)?

Douglas I. Ostrover, Co-Chief Executive Officer and Director, reported the transaction through an attorney-in-fact filing.

What securities were acquired in the OWL Form 4?

The filing reports 369,021 Class C Shares and corresponding Blue Owl Operating Group Units issued under the omnibus equity incentive plan.

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

The Form 4 discloses indirect beneficial ownership of 4,780,539 shares following the reported issuance.

Was the acquisition an open-market purchase or plan issuance?

The shares were issued pursuant to the Second Amended and Restated 2021 Omnibus Equity Incentive Plan, so this was a plan issuance, not an open-market purchase.

Are there restrictions on the newly issued units?

Yes. The Incentive Units are fully vested on grant but are subject to a one-year lock-up; settlement and exchange depend on capital account thresholds and may be converted later.