Marc Zahr Receives 369,021 Incentive Units Under OWL Equity Plan

Rhea-AI Filing Summary

Marc Zahr, Co-President and Director of Blue Owl Capital (OWL), acquired 369,021 Class C Shares and 369,021 Blue Owl Operating Group Units on 08/07/2025 under the companys amended 2021 Omnibus Equity Incentive Plan. The reported transactions are recorded at a price of $0 and raise the reporting persons total indirect beneficial ownership to 49,176,123 units.

The filing states the incentive units are fully vested at grant but subject to a one-year lock-up. After satisfying capital-account thresholds, incentive units settle into Common Units and Class C Shares, and Operating Group Units may later be exchanged for Class A shares or, at the exchange committees election, a cash payment based on the five-day volume-weighted average price.

Positive

• Acquisition reported: 369,021 Class C Shares and 369,021 Blue Owl Operating Group Units acquired on 08/07/2025.
• Incentive units fully vested: The filing states the reported incentive units are fully vested upon grant.

Negative

• One-year lock-up: Incentive units are subject to a one-year lock-up period from the grant date, limiting immediate liquidity.
• Issued at $0: The units are reported with a price of $0, indicating issuance under compensation arrangements rather than a market purchase.

Insights

Financial Analyst

TL;DR: Insider received 369,021 incentive units, bringing indirect ownership to 49.18M; units are vested but restricted by a one-year lock-up.

The Form 4 reports an issuance of 369,021 Class C Shares and an equal number of Blue Owl Operating Group Units to Blue Owl Management Vehicle on behalf of Marc Zahr, recorded at $0. The filing clarifies that incentive units are fully vested on grant yet subject to a one-year lock-up and settle into Common Units and Class C Shares after capital-account thresholds are met. This is an equity-compensation issuance rather than an open-market purchase, so it reflects management compensation and increases reported indirect ownership to 49,176,123 units without an immediate cash transfer.

Corporate Governance Expert

TL;DR: Reported issuance under the Omnibus Equity Incentive Plan increases managements indirect stake; vesting completed but liquidity limited by lock-up.

The footnotes show the reported position consists of 45,507,772 Operating Group Units held by OSREC Feeder, LP for Augustus, LLC and 3,668,351 Operating Group Units issued or to be issued in respect of incentive units held for the reporting person. Incentive Units are fully vested yet subject to a one-year contractual lock-up. The filing documents the mechanics for settlement and potential exchange into Class A shares or cash, which are governed by capital-account thresholds and exchange committee election, underscoring long-term compensation structures rather than immediate trading activity.

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
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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^*

Zahr Marc

(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)
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	49,176,123	I	See Footnotes(1)(2)(3)

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	49,176,123	I	See Footnotes(1)(2)(3)

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.

3. Consists of (i) 45,507,772 Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, LLC, an investment vehicle controlled by the Reporting Person and (ii) 3,668,351 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.

	/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.
* 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

Who filed the Form 4 for OWL and what is their role?

Marc Zahr, identified as Co-President and a Director of Blue Owl Capital (OWL), is the reporting person named in the Form 4.

What securities were acquired by the reporting person on 08/07/2025 for OWL?

369,021 Class C Shares and 369,021 Blue Owl Operating Group Units were acquired on 08/07/2025.

How many total units/shares does the reporting person beneficially own after the reported transaction?

The reporting persons total indirect beneficial ownership is reported as 49,176,123 units/shares following the transaction.

Are the incentive units vested and are there any transfer restrictions?

Per the filing, the incentive units are fully vested upon grant but are subject to a one-year lock-up from the grant date.

How do Operating Group Units convert into public shares for OWL?

After capital-account thresholds are met, Operating Group Units settle into Common Units and Class C Shares and may later be exchanged for Class A shares or, at the exchange committees election, a cash payment equal to the five-day VWAP prior to the exchange date.

What is the composition of the reported beneficial ownership in the filing?

The filing states the total consists of 45,507,772 Operating Group Units (and equal Class C Shares) held by OSREC Feeder, LP for Augustus, LLC, plus 3,668,351 Operating Group Units (and equal Class C Shares) issued or to be issued in respect of incentive units held for the reporting person.