[Form 4] Blue Owl Capital Inc. Insider Trading Activity

Rhea-AI Filing Summary

Blue Owl Capital insider transaction summary: The filing reports a disposition of 500,000 Class D common shares and an equal number of Blue Owl Operating Group units by Owl Rock Capital Feeder LLC via a transaction coded J on 09/02/2025. After the reported transfer, Owl Rock-affiliated entities are disclosed as beneficial holders of an aggregate 171,004,846 Class D shares and matching operating units, held indirectly for Owl Rock principals and certain non-controlled vehicles. The filing explains these operating units may be exchanged for Class B shares or a cash amount based on a five-day VWAP under the exchange agreement, and clarifies the reporting relationships and disclaimers of direct beneficial ownership by individual principals.

Positive

• Large aggregated insider-linked ownership disclosed: 171,004,846 Class D shares and equal operating units remain held indirectly
• Exchange mechanism disclosed for operating units allows conversion to Class B shares or cash tied to a five-day VWAP, clarifying economic rights

Negative

• Disposition for no consideration by Owl Rock Feeder to Owl Rock principals and related vehicles may complicate public transparency of ultimate beneficial owners
• Significant ownership concentration is concentrated in affiliated entities and principals, which may centralize voting and control

Insights

Financial Analyst

TL;DR: Large internal transfer maintains concentrated ownership but is essentially a reallocation among affiliated parties.

The transaction involves a 500,000 share/unit disposition while the group retains an aggregate 171,004,846 Class D shares and matching units, indicating sustained substantial insider-linked ownership. The units are exchangeable into Class B shares or cash tied to a five-day VWAP, which preserves economic exposure to the issuer. For investors, this filing documents ownership structure and potential share conversion mechanics that influence voting and economic rights without indicating a market sale.

Corporate Governance Expert

TL;DR: The filing records an intra-group disposition and clarifies control links and beneficial ownership disclaimers.

The filing discloses that Owl Rock Capital Partners is the managing member of the feeder, governed by an executive committee and that Douglas Ostrover indirectly controls the feeder. It also notes that principals disclaim beneficial ownership except for pecuniary interests. These disclosures affect how voting power and Section 16 obligations are interpreted and help stakeholders assess governance concentration and potential conflicts arising from affiliated transfers.

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

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^*

Owl Rock Capital Feeder LLC

(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)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/02/2025		J(1)		500,000	D	(1)	171,004,846	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)	09/02/2025		J(1)			500,000	(3)	(3)	Class B Shares	500,000	(1)	171,004,846	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Owl Rock Capital Feeder LLC

(Last) (First) (Middle)

399 PARK AVENUE

37TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Owl Rock Capital Partners LP

(Last) (First) (Middle)

399 PARK AVENUE

37TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. The reported transaction is a disposition by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") to certain Owl Rock Principals (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 an aggregate of 171,004,846 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Feeder on behalf of (i) Messrs. Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum and Craig Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals") and (ii) certain non-controlled vehicles associated with the Owl Rock Principles ("Non-Controlled Entities"). Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners GP, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with certain decisions requiring the vote of Mr. Ostrover. Each of the Owl Rock Principals expressly disclaim beneficial ownership of the reported securities 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 newly issued shares of the Issuer's Class B common stock ("Class B Shares"), respectively, 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 common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Remarks:

Douglas Ostrover is a director of the Issuer and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of Issuer.

	Owl Rock Capital Feeder LLC, By: /s/ Alan Kirshenbaum Its: Authorized Signatory	09/02/2025
	Owl Rock Capital Partners LP, By: /s/ Alan Kirshenbaum Its: Authorized Signatory	09/02/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What transaction did Owl Rock report on Form 4 for Blue Owl Capital (OWL)?

The report discloses a disposition of 500,000 Class D shares and 500,000 Blue Owl Operating Group units, coded J, on 09/02/2025.

How many Class D shares are reported as beneficially owned after the transaction?

An aggregate of 171,004,846 Class D shares (and an equal number of operating units) are reported as held indirectly by Owl Rock-affiliated entities.

Who are the reported parties receiving or associated with the securities?

The filing states the shares/units were held on behalf of Owl Rock Principals (Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum, Craig Packer), their spouses and vehicles, and certain non-controlled entities.

Can the Blue Owl Operating Group units convert into public shares?

Yes. Each unit may be exchanged for an equal number of newly issued Class B shares or, at the exchange committee's election, a cash payment equal to the five-day VWAP of Class A common stock prior to exchange.

Does the filing explain who controls the reporting entities?

Yes. Owl Rock Capital Partners is the managing member of Owl Rock Feeder and is governed by a general partner and an executive committee; Douglas Ostrover is identified as indirectly controlling the feeder.