STOCK TITAN

Craig Packer (NYSE: OWL) awarded units exchangeable into Class A stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Packer Craig reported acquisition or exercise transactions in this Form 4 filing.

BLUE OWL CAPITAL INC. director and Co-President Craig Packer reported an indirect equity award. He was granted 729,716 Class C Shares and 729,716 Blue Owl Operating Group Units through Blue Owl Management Vehicle LP, in respect of previously issued Class P Units under the company’s 2021 Omnibus Equity Incentive Plan.

The related Incentive Units are fully vested on the grant date but subject to a one-year lock-up. After required capital account thresholds are met, they settle into Common Units and Class C Shares, which, after lock-up and cancellation of an equal number of Class C Shares, may be exchanged into an equal number of Class A Shares or a cash payment based on the five-day volume weighted average price.

Positive

  • None.

Negative

  • None.
Insider Packer Craig
Role Co-President
Type Security Shares Price Value
Grant/Award Blue Owl Operating Group Units 729,716 $0.00 --
Grant/Award Class C Shares 729,716 $0.00 --
Holdings After Transaction: Blue Owl Operating Group Units — 5,735,745 shares (Indirect, See Footnotes); Class C Shares — 5,735,745 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.
Class C Shares granted 729,716 shares Non-derivative equity award on May 7, 2026
Operating Group Units granted 729,716 units Derivative award linked 1-for-1 to Class A Shares
Class C Shares after transaction 5,735,745 shares Indirect holdings following reported grant
Operating Group Units after transaction 5,735,745 units Indirect derivative holdings following reported grant
Lock-up period 1 year Incentive Units locked up from grant date
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.
Class P Units financial
"...in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle..."
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.
volume weighted average price financial
"...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..."
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Omnibus Equity Incentive Plan financial
"...pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan..."
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
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*
Packer Craig

(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)05/07/2026A729,716A$05,735,745ISee Footnotes(1)(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Blue Owl Operating Group Units(1)(2)(2)05/07/2026A729,716 (2) (2)Class A Shares729,716$05,735,745ISee Footnotes(1)(2)
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.
/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)

FAQ

What did Craig Packer report in this Form 4 for OWL?

Craig Packer reported an indirect equity award linked to Blue Owl Capital. He was granted 729,716 Class C Shares and 729,716 Blue Owl Operating Group Units via Blue Owl Management Vehicle LP, tied to Class P Units under the 2021 Omnibus Equity Incentive Plan.

Is the OWL equity granted to Craig Packer fully vested?

Yes, the Incentive Units related to the OWL award are fully vested on the grant date. However, they are subject to a one-year lock-up period, meaning they cannot be exchanged or sold until that lock-up expires under the plan’s terms.

How many Blue Owl Class C Shares were granted in this filing?

The filing shows an award of 729,716 Class C Shares for Blue Owl Capital. These shares correspond 1-for-1 with Incentive Units and related Common Units, and are held indirectly through Blue Owl Management Vehicle LP on behalf of the reporting person.

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

Blue Owl Operating Group Units are Common Units of Blue Owl Capital Holdings LP tied to Incentive Units. They are issued on a 1-for-1 basis with Class C Shares and can later be exchanged for Class A common stock or an equivalent cash amount, subject to conditions.

When can Craig Packer exchange his OWL operating group units for Class A shares?

After the one-year lock-up and satisfaction of required capital account thresholds, Blue Owl Operating Group Units may be exchanged. They can become an equal number of Class A Shares or, at the exchange committee’s election, a cash payment based on five-day volume weighted average price.