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  4. [Form 4] BLUE OWL CAPITAL INC. Insider Trading Activity

Douglas Ostrover receives major equity grant at Blue Owl Capital (NYSE: OWL)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ostrover Douglas I reported acquisition or exercise transactions in this Form 4 filing.

BLUE OWL CAPITAL INC. reported that Co‑Chief Executive Officer Douglas I. Ostrover was granted 788,882 Class C Shares and an equal number of Blue Owl Operating Group Units indirectly through Blue Owl Management Vehicle LP as equity compensation. These Incentive Units correspond 1‑for‑1 to Common Units and Class C Shares, are fully vested at grant, and are subject to a one‑year lock‑up. After meeting required capital account thresholds and after the lock‑up and cancellation of an equal number of Class C Shares, the Operating Group Units may be exchanged for an equal number of Class A Shares or a cash payment based on the five‑day volume weighted average price of Class A Shares. Following the award, Ostrover’s indirect holdings reported for these securities total 6,918,869 units/shares.

Positive

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Negative

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Insider Ostrover Douglas I
Role Co-Chief Executive Officer
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 --
Holdings After Transaction: Blue Owl Operating Group Units — 6,918,869 shares (Indirect, See Footnotes); Class C Shares — 6,918,869 shares (Indirect, See Footnotes)
Footnotes (1)
  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.
Class C Shares granted 788,882 shares Indirect grant on May 7, 2026
Operating Group Units granted 788,882 units Blue Owl Operating Group Units linked 1‑for‑1 to Class A Shares
Post‑grant indirect holdings 6,918,869 units/shares Total reported following transaction
Lock‑up period 1 year Incentive Units subject to one‑year lock‑up from grant date
Exchange valuation metric 5‑day VWAP Cash alternative based on five‑day volume weighted average price of Class A Shares
Incentive Units financial
"The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units..."
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.
Class C Shares financial
"Represents shares of Class C common stock of the Issuer ("Class C Shares") and Common Units..."
Class C shares are a type of common stock that typically carries reduced or no voting rights compared with other share classes, while still entitling holders to dividends and profit participation. Think of them like concert tickets that let you enjoy the show but don’t grant backstage access — you share in gains but have little say in management decisions. Investors care because voting power affects corporate control and strategic direction, which can influence long‑term value and risk.
Blue Owl Operating Group Units financial
"Incentive Units settle by delivery of an equal number of Common Units of Blue Owl Holdings ("Blue Owl Operating Group Units")..."
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.
volume weighted average price financial
"a cash payment equal to the five-day volume weighted average price of shares of Class A Shares..."
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class C Shares(1)(2)05/07/2026A788,882A$06,918,869ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Blue Owl Operating Group Units(1)(2)(2)05/07/2026A788,882 (2) (2)Class A Shares788,882$06,918,869ISee 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-Fact05/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did BLUE OWL CAPITAL INC. (OWL) report in this Form 4 for Douglas Ostrover?

Douglas I. Ostrover received an indirect grant of 788,882 Class C Shares and 788,882 Blue Owl Operating Group Units as equity compensation. These are held through Blue Owl Management Vehicle LP and increase his reported indirect ownership to 6,918,869 related units and shares.

What are the key terms of the 788,882 Incentive Units reported for OWL’s Co‑CEO?

The Incentive Units are fully vested on the grant date but subject to a one‑year lock‑up. They correspond 1‑for‑1 to Common Units and Class C Shares and, after conditions are met, can ultimately settle into Blue Owl Operating Group Units and Class C Shares.

How can the Blue Owl Operating Group Units reported in OWL’s Form 4 be exchanged?

After lock‑up expiration and cancellation of an equal number of Class C Shares, each Blue Owl Operating Group Unit may be exchanged for one Class A Share. Alternatively, an exchange committee may choose a cash payment equal to the five‑day volume weighted average Class A Share price.

Are the Blue Owl Operating Group Units reported for OWL’s Co‑CEO subject to expiration?

The filing states that Blue Owl Operating Group Units do not expire. Once issued and after applicable conditions are met, they remain outstanding until exchanged for Class A Shares or, at the exchange committee’s election, a corresponding cash payment based on recent trading prices.

How is ownership of the OWL equity awards structured for Douglas Ostrover?

The Class C Shares and Common Units are issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership. Ostrover holds Incentive Units in that vehicle, which correspond on a 1‑for‑1 basis to the Class P Units, Common Units, and Class C Shares.