Rees Douglass reports 474,359 units; indirect OWL stake 4.72M

Rhea-AI Filing Summary

Rees Michael Douglass, who serves as a Director and Co-President of Blue Owl Capital Inc. (OWL), reported acquisition of equity-linked interests on 08/07/2025. The filing shows 474,359 Blue Owl Operating Group Units (issued in respect of incentive units and corresponding to Class C common shares) and a reported indirect interest in an additional 100,080 Class C-linked units through Blue Owl GP Stakes II (GPSC II). After the reported transaction, the filing attributes 4,717,630 Class C shares of indirect beneficial ownership to the reporting person.

The Incentive Units described are fully vested on grant but are subject to a one-year lock-up. Blue Owl Operating Group Units can be exchanged later for Class A shares or, at the exchange committee’s election, a cash payment based on a five-day VWAP. The filer disclaims direct beneficial ownership of the GPSC II-held securities except to the extent of any pecuniary interest.

Positive

• Vested award alignment: Incentive units are reported as fully vested, which aligns the reporting person’s economic interests with shareholders over the long term.
• Significant reported indirect stake: The filing attributes 4,717,630 Class C shares of indirect beneficial ownership to the reporting person, indicating substantial reported exposure to company equity.

Negative

• One-year lock-up: The Incentive Units are subject to a one-year lock-up, which limits the reporting person’s ability to sell or transfer these shares during that period.
• Indirect holdings via GPSC II: A portion of reported securities (100,080 units) is held through GPSC II and the reporting person expressly disclaims beneficial ownership

Insights

Financial Analyst

TL;DR: Insider received vested incentive units that increase reported indirect holdings, but a one-year lock-up limits immediate liquidity.

The Form 4 discloses a sizable issuance/attribution to Rees Douglass—474,359 Operating Group Units tied to Class C shares and an indirect interest of 100,080 additional units via GPSC II—resulting in 4,717,630 Class C shares reported as indirectly owned. The units are fully vested but subject to a one-year lock-up, which preserves alignment while restricting near-term disposition. Exchange mechanics permit conversion to Class A shares or cash later, so economic exposure is meaningful over time rather than immediately market-impactful.

Corporate Governance Expert

TL;DR: The disclosure shows executive alignment through vested awards, with governance safeguards (lock-up and indirect holding structure) limiting immediate transfer.

The filing documents that incentive units were granted and are fully vested but locked for one year, aligning executive compensation with long-term equity outcomes. Some holdings are held through GPSC II and are reported as indirect with a disclaimer of beneficial ownership except for pecuniary interest, which is important for voting and control analysis. Overall, the disclosure is thorough and clarifies conversion and exchange mechanics for investors assessing dilution and governance implications.

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

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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^*

Rees Michael Douglass

(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		474,359	A	$0	4,717,630	I	See Footnotes(1)(2)
Class C Shares								100,080	I	See 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)
				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		474,359		(2)	(2)	Class A Shares	474,359	$0	4,717,630	I	See Footnotes(1)(2)
Blue Owl Operating Group Units	(3)							(4)	(4)	Class A Shares	100,080		100,080	I	See 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-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 OWL and what is their role?

The Form 4 was filed on behalf of Rees Michael Douglass, who is a Director and Co-President of Blue Owl Capital Inc.

What securities were reported as acquired by the reporting person on this Form 4?

The filing reports acquisition or attribution of 474,359 Blue Owl Operating Group Units (linked to Class C shares) and an indirect interest in 100,080 additional Class C-linked units via GPSC II.

What is the total Class C beneficial ownership reported after the transaction?

Following the reported transaction, the filing attributes 4,717,630 Class C shares of indirect beneficial ownership to the reporting person.

Are the incentive units immediately transferable or saleable?

No. The incentive units are reported as fully vested but are subject to a one-year lock-up from the grant date, restricting disposition during that period.

Can Blue Owl Operating Group Units be converted to publicly tradable shares?

Yes. The filing states Operating Group Units may be exchanged for an equal number of newly issued Class A shares or, at the exchange committee’s election, a cash payment equal to the five-day VWAP prior to the exchange date.

Does the filer claim direct beneficial ownership of GPSC II-held securities?

No. The filer reports an interest in securities held by GPSC II but expressly disclaims beneficial ownership