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Blue Owl Capital grants Rees 1.05M-unit award

The Incentive Units are fully vested on grant, but a one-year lock-up and capital-account thresholds govern settlement.

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Form Type
4

Rhea-AI Filing Summary

Blue Owl Capital Inc. reported a grant-related acquisition for Co-President Michael Douglass Rees: 1,046,859 Blue Owl Operating Group Units and 1,046,859 Class C shares were issued or are to be issued to Blue Owl Management Vehicle LP on his behalf on November 5, 2026. The Incentive Units are fully vested on grant but subject to a one-year lock-up; settlement follows attainment of required capital-account thresholds. After the lock-up expires and an equal number of Class C shares are cancelled, the operating-group units may be exchanged for newly issued Class A shares or, at the exchange committee’s election, cash equal to the five-day volume weighted average price of Class A shares immediately before the exchange. A separate holding entry lists 100,080 operating-group units and 100,080 Class C shares received by Blue Owl GP Stakes II (A) LP in a pro rata distribution; Rees disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Rees Michael Douglass
Role Co-President
Type Security Shares Price Value
Grant/Award Blue Owl Operating Group Units F1, F2 1,046,859 $0.00 $0.00
Grant/Award Class C Shares F1, F2 1,046,859 $0.00 $0.00
Holding Blue Owl Operating Group Units F4, F3 -- -- --
Holding Class C Shares F3 -- -- --
Holdings After Transaction: Blue Owl Operating Group Units — 8,720,765 contracts (Indirect, See Footnotes); Class C Shares — 8,720,765 shares (Indirect, See Footnotes); Blue Owl Operating Group Units — 100,080 contracts (Indirect, See Footnote); Class C Shares — 100,080 shares (Indirect, See Footnote)
Holdings Before and After: Blue Owl Operating Group Units, 7,673,906 to 8,720,765 contracts (Indirect, See Footnotes); Class C Shares, 7,673,906 to 8,720,765 shares (Indirect, See Footnotes)
Footnotes (4)
  1. F1. 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. F2. 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. F3. 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. F4. 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.
Blue Owl Operating Group Units in award 1,046,859 units Issued or to be issued to Blue Owl Management Vehicle LP on Michael Douglass Rees’s behalf
Class C shares in award 1,046,859 shares Issued or to be issued to Blue Owl Management Vehicle LP on Michael Douglass Rees’s behalf
Lock-up period 1 year Applies from the November 5, 2026 grant date
Blue Owl Operating Group Units 100,080 units Held by Blue Owl GP Stakes II (A) LP
Class C shares 100,080 shares Held by Blue Owl GP Stakes II (A) LP
Incentive Units financial
"The reported Incentive Units are fully vested"
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.
lock-up period financial
"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.
capital account thresholds financial
"After attainment of required capital account thresholds"
five-day volume weighted average price financial
"cash payment equal to the five-day volume weighted average price"
pro rata distribution financial
"received in a pro rata distribution for no consideration"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

FAQ

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

How many units and Class C shares were included in Michael Douglass Rees’s OWL award?

The reported award involved 1,046,859 Blue Owl Operating Group Units and 1,046,859 Class C shares, issued or to be issued to Blue Owl Management Vehicle LP on his behalf. The Incentive Units were issued pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan.

When can OWL Operating Group Units be exchanged for Class A shares?

After the required capital-account thresholds are attained, the units settle into equal numbers of operating-group units and Class C shares. After the one-year lock-up expires and an equal number of Class C shares are cancelled, the units may be exchanged at Michael Douglass Rees’s request for newly issued Class A shares. The exchange committee may instead elect a cash payment based on the five-day volume weighted average price immediately before the exchange date.

What OWL holdings were reported through Blue Owl GP Stakes II (A) LP?

Blue Owl GP Stakes II (A) LP received 100,080 Blue Owl Operating Group Units and 100,080 Class C shares in a pro rata distribution for no consideration. Rees, a member of its investment committee, reported an interest and disclaimed beneficial ownership except to the extent of his pecuniary interest.

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

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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*
Rees Michael Douglass

(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)
11/05/2026
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)11/05/2026A1,046,859A$08,720,765ISee Footnotes(1)(2)
Class C Shares100,080ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Blue Owl Operating Group Units(1)(2)(2)11/05/2026A1,046,859 (2) (2)Class A Shares1,046,859$08,720,765ISee Footnotes(1)(2)
Blue Owl Operating Group Units(4) (4) (4)Class A Shares100,080100,080ISee 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-Fact11/06/2026
** 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)

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