Blue Owl 10% holder distributes 1.01M Class D shares

BLUE OWL CAPITAL INC.

Rhea-AI Filing Summary

BLUE OWL CAPITAL INC. (OWL) received a Form 4 reporting that affiliated 10% owners Owl Rock Capital Feeder LLC and Owl Rock Capital Partners LP completed restructuring-type dispositions on September 11, 2026. Owl Rock Feeder distributed 1,010,000 Class D Shares of Blue Owl Capital Inc. and an equal number of Blue Owl Operating Group Units of Blue Owl Capital Holdings LP to certain Owl Rock principals and related entities for no consideration. After these transactions, the reporting entities each report 169,874,846 Class D Shares and an equal number of Blue Owl Operating Group Units held indirectly, and no Rule 10b5-1 trading plan is reported. Each Blue Owl Operating Group Unit may, upon cancellation of an equal number of Class D Shares, be exchanged for an equal number of newly issued Class B Shares or, at the election of an exchange committee, a cash payment based on the five-day volume weighted average price of Class A common stock.

Insider Trade Summary

Other: 2,020,000 shares

Other 2 txns

Insider Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Blue Owl Operating Group Units F3, F1, F2	1,010,000	--	--
Other	Class D Shares F1, F2	1,010,000	--	--

Holdings After Transaction: Blue Owl Operating Group Units — 169,874,846 contracts (Indirect, See Footnote); Class D Shares — 169,874,846 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. The reported transaction is a distribution 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. F2. Consists of 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, as applicable (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. F3. 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.

Key Figures

Blue Owl Operating Group Units disposed: 1,010,000 units Class D Shares disposed: 1,010,000 shares Restructuring-related securities moved: 2,020,000 securities +2 more

5 metrics

Blue Owl Operating Group Units disposed 1,010,000 units Distributed by Owl Rock Capital Feeder LLC on September 11, 2026

Class D Shares disposed 1,010,000 shares Distributed by Owl Rock Capital Feeder LLC on September 11, 2026

Restructuring-related securities moved 2,020,000 securities Total Class D Shares and Operating Group Units in J-code restructuring transactions

Class D Shares held after transaction 169,874,846 shares Indirect holdings reported following the September 11, 2026 transactions

Operating Group Units held after transaction 169,874,846 units Indirect holdings of Blue Owl Operating Group Units after the reported distribution

Key Terms

Blue Owl Operating Group Units, Class D Shares, Class B Shares, Third Amended and Restated Exchange Agreement, +1 more

5 terms

Blue Owl Operating Group Units financial

"Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged"

Class D Shares financial

"distribution by Owl Rock Capital Feeder LLC to certain Owl Rock Principals for no consideration of shares of Class D"

Class B Shares financial

"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 are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.

Third Amended and Restated Exchange Agreement regulatory

"subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement"

five-day volume weighted average price financial

"a cash payment equal to the five-day volume weighted average price of the Issuer's Class A common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OWL report on September 11, 2026?

Affiliated 10% owner Owl Rock Capital Feeder LLC distributed 1,010,000 Class D Shares and 1,010,000 Blue Owl Operating Group Units to certain Owl Rock principals and related entities for no consideration, reported as other dispositions coded "J."

How many Blue Owl Capital Inc. securities do the reporting Owl Rock entities hold after these transactions?

Following the reported transactions, the Owl Rock reporting entities each report holding 169,874,846 Class D Shares and an equal number of 169,874,846 Blue Owl Operating Group Units indirectly.

Was a Rule 10b5-1 trading plan involved in the OWL insider transactions?

No. The filing indicates that no Rule 10b5-1 trading plan was reported in connection with these September 11, 2026 transactions.

What does transaction code "J" mean in this OWL Form 4?

The transactions are coded "J," described as other acquisitions or dispositions. Here, it reflects a distribution of Class D Shares and Blue Owl Operating Group Units by Owl Rock Capital Feeder LLC to certain Owl Rock principals and related entities for no consideration.

How can Blue Owl Operating Group Units reported for OWL be exchanged?

Each Blue Owl Operating Group Unit, upon cancellation of an equal number of Class D Shares, may be exchanged for an equal number of Class B Shares or, at an exchange committee’s election, a cash payment equal to the five-day volume weighted average price of Class A common stock. The units do not expire.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:30 PM Accepted by SEC EDGAR 09/11/2026 - 04:30 PM Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class D Shares	09/11/2026		J(1)		1,010,000	D	(1)	169,874,846	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)	09/11/2026		J(1)			1,010,000	(3)	(3)	Class B Shares	1,010,000	(1)	169,874,846	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 NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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 distribution 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 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, as applicable (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 the Issuer.

	Owl Rock Capital Feeder LLC, By: /s/ Alan Kirshenbaum Its: Authorized Signatory	09/11/2026
	Owl Rock Capital Partners LP, By: /s/ Alan Kirshenbaum Its: Authorized Signatory	09/11/2026
	** 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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* Form 4: SEC 1474 (03-26)