Blue Owl 10% holder shifts 700K units, shares

A 10% owner of OWL reallocated 700,000 indirectly held securities to limited partners for no consideration in an internal restructuring.

Rhea-AI Filing Summary

BLUE OWL CAPITAL INC. (OWL) had a Form 4 filed for 10% owner Dyal Capital SLP LP, reporting an internal reallocation on September 11, 2026. Dyal Capital SLP LP disposed of 350,000 Blue Owl Operating Group Units and 350,000 Class D Shares for no consideration to certain limited partners (the Dyal Partners), with indirect holdings reported at 131,414,357 units and shares afterward. The transactions were coded as restructuring-type dispositions 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 a cash payment based on the five-day volume weighted average price of Class A Shares, and the units do not expire.

Insider Trade Summary

Other: 700,000 shares

Other 2 txns

Insider Dyal Capital SLP LP

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Blue Owl Operating Group Units F3, F1, F2	350,000	--	--
Other	Class D Shares F1, F2	350,000	--	--

Holdings After Transaction: Blue Owl Operating Group Units — 131,414,357 contracts (Indirect, See Footnote); Class D Shares — 131,414,357 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. The reported transaction is a disposition by Dyal Capital SLP LP ("Dyal SLP") to certain Dyal Partners (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 Dyal SLP on behalf of limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland, Jennifer Brouse and certain other limited partners that are officers or directors of the Issuer (collectively, the "Dyal Partners"). Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal SLP 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 the newly issued Issuer's shares of Class B common stock ("Class B Shares"), 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 Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Key Figures

Blue Owl Operating Group Units disposed: 350,000 units Class D Shares disposed: 350,000 shares Restructuring shares affected: 700,000 securities +2 more

5 metrics

Blue Owl Operating Group Units disposed 350,000 units Disposition by Dyal Capital SLP LP on September 11, 2026

Class D Shares disposed 350,000 shares Disposition by Dyal Capital SLP LP on September 11, 2026

Restructuring shares affected 700,000 securities Total securities involved in restructuring-type dispositions

Blue Owl Operating Group Units held after transaction 131,414,357 units Indirect holdings reported for Dyal Capital SLP LP following the transaction

Class D Shares held after transaction 131,414,357 shares Indirect holdings reported for Dyal Capital SLP LP following the transaction

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

"disposition by Dyal Capital SLP LP to certain Dyal Partners for no consideration of shares of Class D common stock"

Class B Shares financial

"may be exchanged from time to time for an equal number of the newly issued Issuer's shares of 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"

volume weighted average price financial

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

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.

FAQ

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

What insider transaction did OWL report for Dyal Capital SLP LP on September 11, 2026?

The filing reports that Dyal Capital SLP LP disposed of 350,000 Class D Shares and 350,000 Blue Owl Operating Group Units for no consideration to certain limited partners (the Dyal Partners) in an internal restructuring-type transaction.

How many OWL securities did Dyal Capital SLP LP hold after the reported transactions?

After the transactions, Dyal Capital SLP LP is reported as indirectly holding 131,414,357 Class D Shares and an equal number of 131,414,357 Blue Owl Operating Group Units, held on behalf of its limited partners.

Were the OWL insider transactions under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan applies to these transactions; the affirmative 10b5-1 checkbox is not marked, and the footnotes do not describe any trading plan.

Who ultimately benefits from the OWL securities held by Dyal Capital SLP LP?

The securities are held by Dyal Capital SLP LP on behalf of limited partners including Michael Rees, Andrew Polland, Jennifer Brouse and other officers or directors. Each party and its affiliates disclaim beneficial ownership except to the extent of their pecuniary interests.

What can Blue Owl Operating Group Units be exchanged into for OWL?

Each Blue Owl Operating Group Unit, upon cancellation of an equal number of Class D Shares, may be exchanged for an equal number of newly issued Class B Shares of Blue Owl Capital Inc. or, at the election of an exchange committee, a cash amount based on a five-day volume weighted average price.

Do Blue Owl Operating Group Units reported for OWL have an expiration date?

No. The footnotes state that Blue Owl Operating Group Units do not expire, meaning there is no stated expiration date on these units as described in the exchange agreement.

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^*

Dyal Capital SLP LP

(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)		Other (specify below)

2a. Foreign Trading Symbol

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

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class D Shares	09/11/2026		J(1)		350,000	D	(1)	131,414,357	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)			350,000	(3)	(3)	Class B Shares	350,000	(1)	131,414,357	I	See Footnote(2)

Explanation of Responses:

1. The reported transaction is a disposition by Dyal Capital SLP LP ("Dyal SLP") to certain Dyal Partners (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 Dyal SLP on behalf of limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland, Jennifer Brouse and certain other limited partners that are officers or directors of the Issuer (collectively, the "Dyal Partners"). Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal SLP 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 the newly issued Issuer's shares of Class B common stock ("Class B Shares"), 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 Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

	/s/ Neena A. Reddy, as Attorney-in-Fact	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.
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)