Blue Owl exec donates 600K units and shares
BLUE OWL CAPITAL INC.
Rhea-AI Filing Summary
BLUE OWL CAPITAL INC. (OWL) director and Co-President Michael Douglass Rees reported two bona fide gifts dated September 11, 2026, made from securities held indirectly through Dyal Capital SLP LP. The gifts covered 300,000 Blue Owl Operating Group Units and 300,000 associated Class D Shares, which were donated to National Philanthropic Trust to be held in a donor-advised fund.
After these gifts, Dyal Capital SLP LP continues to hold an aggregate of 10,909,723 Class D Shares and an equal number of Blue Owl Operating Group Units on behalf of Mr. Rees, his spouse and controlled entities, with Mr. Rees expressly disclaiming beneficial ownership except to the extent of his pecuniary interest. Each Operating Group Unit may, upon cancellation of an equal number of Class D Shares, be exchanged for an equal number of Class B Shares or an equivalent cash amount based on the five-day volume weighted average price of Class A common stock, subject to transfer restrictions and the exchange agreement. No Rule 10b5-1 trading plan is reported for these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
600,000 shares gifted
Gift
2 txns
Insider
Rees Michael Douglass
Role
Co-President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Blue Owl Operating Group Units F3, F1, F2 | 300,000 | -- | -- |
| Gift | Class D Shares F1, F2 | 300,000 | -- | -- |
Holdings After Transaction:
Blue Owl Operating Group Units — 10,909,723 contracts (Indirect, See Footnotes);
Class D Shares — 10,909,723 shares (Indirect, See Footnotes)
Footnotes (3)
- F1. The reported transaction represents a gift/charitable donation of securities indirectly owned through Dyal Capital SLP LP ("Dyal SLP") that were distributed to the reporting person and donated to National Philanthropic Trust, a Pennsylvania non-profit corporation, to be held in a donor-advised fund.
- F2. Consists of an aggregate of 10,909,723 shares of 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"), associated with such Class D Shares, held directly by Dyal SLP, on behalf of Mr. Rees, his spouse and one or more entities controlled by him. Mr. Rees expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of his pecuniary interest therein.
- 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 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 shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
Key Figures
Gifted Blue Owl Operating Group Units: 300,000 units
Gifted Class D Shares: 300,000 shares
Total securities gifted: 600,000 securities
+3 more
6 metrics
Gifted Blue Owl Operating Group Units
300,000 units
Bona fide gift reported for September 11, 2026
Gifted Class D Shares
300,000 shares
Bona fide gift reported for September 11, 2026
Total securities gifted
600,000 securities
Sum of Class D Shares and Operating Group Units given as charitable gifts
Class D Shares held by Dyal SLP after transaction
10,909,723 shares
Indirectly held on behalf of Mr. Rees, his spouse and controlled entities
Blue Owl Operating Group Units held by Dyal SLP after transaction
10,909,723 units
Equal number of units associated with the remaining Class D Shares
Rule 10b5-1 plan status
No plan reported
Document-level Rule 10b5-1 checkbox is unchecked for these transactions
Key Terms
bona fide gift, donor-advised fund, pecuniary interest, volume weighted average price, +1 more
5 terms
bona fide gift regulatory
"The transaction code description is "Bona fide gift" for both entries"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
donor-advised fund financial
"donated to National Philanthropic Trust ... to be held in a donor-advised fund"
A donor-advised fund is a charitable giving account that lets an individual or family deposit cash, stock, or other assets now, get an immediate tax benefit, and then recommend grants to charities over time. Think of it like a private charitable bucket you control without running a charity yourself; investors care because it’s a tax-efficient way to give appreciated securities, can change when and how donated shares enter the market, and affects personal and corporate tax planning.
pecuniary interest financial
"Mr. Rees expressly disclaims beneficial ownership ... except to the extent of his pecuniary interest"
volume weighted average price financial
"a cash payment equal to the five-day volume weighted average price of shares of Class A"
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.
Third Amended and Restated Exchange Agreement regulatory
"subject to ... the terms of the Third Amended and Restated Exchange Agreement"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did OWL Co-President Michael Douglass Rees report?
He reported bona fide gifts dated September 11, 2026, of 300,000 Blue Owl Operating Group Units and 300,000 Class D Shares, indirectly held through Dyal Capital SLP LP, donated to National Philanthropic Trust for a donor-advised fund.
What OWL holdings remain after the reported gifts?
After the gifts, Dyal Capital SLP LP holds 10,909,723 Class D Shares and an equal number of Blue Owl Operating Group Units, on behalf of Michael Douglass Rees, his spouse and one or more entities he controls, subject to his pecuniary interest.
Were the OWL insider gifts made under a Rule 10b5-1 trading plan?
No. The filing indicates no Rule 10b5-1 plan for these transactions; the document-level trading plan checkbox is explicitly unchecked for the reported gifts.
How can Blue Owl Operating Group Units reported in OWL Form 4 be exchanged?
Each Blue Owl Operating Group Unit may, upon cancellation of an equal number of Class D Shares, be exchanged for an equal number of Class B Shares or for a cash payment equal to the five-day volume weighted average price of Class A common stock, subject to the exchange agreement.
Does Michael Douglass Rees claim full beneficial ownership of the OWL securities held by Dyal SLP?
No. He expressly disclaims beneficial ownership of securities held by Dyal Capital SLP LP, except to the extent of his pecuniary interest, even though they are held on behalf of him, his spouse and controlled entities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
