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Blue Owl (OWL) Co‑President Rees reports 1.07M indirect equity awards

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Form Type
4

Rhea-AI Filing Summary

Rees Michael Douglass reported acquisition or exercise transactions in this Form 4 filing.

BLUE OWL CAPITAL INC. director and Co‑President Michael Douglass Rees reported indirect awards tied to his economic interest in affiliated investment vehicles. On May 7, 2026, entities associated with him received 1,072,523 Class C Shares and an equal number of Blue Owl Operating Group Units for no cash consideration, as a grant under the company’s 2021 omnibus equity incentive plan.

The awards are structured through Blue Owl Management Vehicle LP, where Rees holds corresponding Incentive Units that track the Class P Units and resulting Common Units and Class C Shares on a 1‑for‑1 basis. The Incentive Units fully vest at grant but are subject to a one‑year lock‑up before settlement into Blue Owl Operating Group Units and Class C Shares, which can later be exchanged, together with cancellation of Class C Shares, into Class A common stock or cash. The filing also notes 100,080 Class C Shares and 100,080 Blue Owl Operating Group Units held indirectly, including securities received by Blue Owl GP Stakes II (A) LP in a pro rata distribution, where Rees disclaims beneficial ownership beyond his pecuniary interest.

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Insider Rees Michael Douglass
Role Co-President
Type Security Shares Price Value
Grant/Award Blue Owl Operating Group Units 1,072,523 $0.00 --
Grant/Award Class C Shares 1,072,523 $0.00 --
holding Blue Owl Operating Group Units -- -- --
holding Class C Shares -- -- --
Holdings After Transaction: Blue Owl Operating Group Units — 6,666,228 shares (Indirect, See Footnotes); Class C Shares — 6,666,228 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. The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the reporting person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein. Upon the 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 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 1,072,523 shares Award to affiliated entity on May 7, 2026
Operating Group Units granted 1,072,523 units Blue Owl Operating Group Units corresponding 1‑for‑1 to Class A Shares
Indirect Class C holding 100,080 shares Class C Shares held indirectly following transactions
Indirect Operating Group Units 100,080 units Blue Owl Operating Group Units held indirectly following transactions
Total Class C after grant 6,666,228 shares Indirect Class C ownership following reported grant
Grant price $0.0000 per share No cash consideration for Class C and unit awards
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
"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")..."
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.
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.
pecuniary interest financial
"the reporting person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein."
Rule 16a-9 regulatory
"received by Blue Owl GP Stakes II (A) LP ... for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934..."
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*
Rees Michael Douglass
(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-President
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)05/07/2026A1,072,523A$06,666,228ISee Footnotes(1)(2)
Class C Shares100,080ISee Footnote(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Blue Owl Operating Group Units(1)(2)(2)05/07/2026A1,072,523 (2) (2)Class A Shares1,072,523$06,666,228ISee Footnotes(1)(2)
Blue Owl Operating Group Units(3) (4) (4)Class A Shares100,080100,080ISee Footnote(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. The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the reporting person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein.
4. Upon the 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 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) disclose about Michael Douglass Rees’s latest Form 4?

The Form 4 shows Michael Douglass Rees, a director and Co‑President, reporting indirect equity awards via affiliated partnerships. These include Class C Shares and Blue Owl Operating Group Units granted for no cash consideration under the 2021 omnibus equity incentive plan.

How many Blue Owl Class C Shares were awarded in the reported grant?

Affiliated entities received 1,072,523 Class C Shares linked to Michael Douglass Rees’s Incentive Units. These awards were granted for no cash consideration under the 2021 omnibus equity incentive plan and correspond 1‑for‑1 with related partnership units and future settlement instruments.

What are Blue Owl Operating Group Units reported in this OWL Form 4 filing?

Blue Owl Operating Group Units are Common Units of Blue Owl Capital Holdings LP. In this filing, entities associated with Michael Douglass Rees received 1,072,523 units, paired with Class C Shares and ultimately exchangeable into Class A common stock or cash after certain cancellations and conditions.

How are Michael Douglass Rees’s Incentive Units in Blue Owl Management Vehicle LP structured?

Rees holds Incentive Units in Blue Owl Management Vehicle LP that correspond 1‑for‑1 to Class P Units of Blue Owl Holdings. After vesting and a one‑year lock‑up, these Incentive Units settle into Common Units and Class C Shares, which can later support exchanges into Class A stock or cash.

What does the Form 4 say about Rees’s indirect interest through Blue Owl GP Stakes II (A) LP?

The filing notes securities received by Blue Owl GP Stakes II (A) LP in a pro rata distribution exempt under Rule 16a‑9. As an investment committee member, Rees has a reportable interest but expressly disclaims beneficial ownership beyond his pecuniary interest in those indirectly held securities.