[Form 4] BLUE OWL CAPITAL INC. Insider Trading Activity

Rhea-AI Filing Summary

Alan Kirshenbaum, Chief Financial Officer and director of Blue Owl Capital Inc. (OWL), reported a transaction dated 09/12/2025 in which 20,000 Blue Owl Operating Group Units and the associated Class D shares were donated. The units were distributed from Owl Rock Capital Feeder LLC to Mr. Kirshenbaum and then donated to National Philanthropic Trust to be held in a donor-advised fund. Following the reported transaction, Mr. Kirshenbaum is recorded as beneficially owning 37,696 Class D shares and an equal number of Blue Owl Operating Group Units indirectly through Owl Rock Feeder, with an express disclaimer of beneficial ownership except for any pecuniary interest. The filing was signed by an attorney-in-fact.

Positive

• Charitable donation disclosed showing philanthropic use of equity rather than undisclosed sales
• Transparency maintained through timely Form 4 filing and clear explanatory footnotes
• Significant retained indirect stake of 37,696 Class D shares and equal operating units remains after the gift

Negative

• Reduction in reported economic exposure via disposition of 20,000 Blue Owl Operating Group Units/Class D-equivalent securities

Insights

Corporate Governance Expert

TL;DR Officer disclosed a charitable disposition of equity, reducing direct economic exposure while retaining indirect holdings through an entity.

The Form 4 documents an indirect gift of 20,000 operating units/Class D-equivalent securities by the CFO. This is a routine, non-market-moving insider disposition used for philanthropic purposes and accompanied by the standard beneficial-ownership disclaimers. From a governance perspective, the disclosure maintains transparency about insider holdings and potential conflicts. The transaction does not indicate a loss of control or governance change, as the remaining indirect stake is retained by an affiliated feeder vehicle.

Tax/Philanthropy Specialist

TL;DR The filing shows a documented charitable gift of company-related securities executed via a donor-advised fund.

The transfer of 20,000 Blue Owl Operating Group Units to National Philanthropic Trust suggests tax-efficient philanthropy via an in-kind donation of securities distributed from an affiliated feeder entity. The filing properly notes indirect ownership and the donor-advised fund vehicle, which is consistent with common charitable strategies by insiders. No additional tax details or valuations are provided in the filing itself.

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

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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^*

Kirshenbaum Alan

(Last) (First) (Middle)

399 PARK AVENUE

37TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/12/2025		G(1)		20,000	D	(1)	37,696	I	See Footnotes(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)	09/12/2025		G(1)			20,000	(3)	(3)	Class B Shares	20,000	(1)	37,696	I	See Footnotes(2)

Explanation of Responses:

1. The reported transaction represents a gift/charitable donation of securities indirectly owned through Owl Rock Capital Feeder LLC ("Owl Rock Feeder") 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.

2. Consists of an aggregate of 37,696 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 Owl Rock Feeder on behalf of Mr. Kirshenbaum. Mr. Kirshenbaum expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest 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 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.

Remarks:

The reported amounts do not include Blue Owl Operating Group Units associated with the Issuer's Class C common stock beneficially owned by the reporting person, as they represent a different class of security from the Blue Owl Operating Group Units associated with the Issuer's Class D Shares reported in this statement.

	/s/ Neena A. Reddy, as Attorney-in-Fact	09/12/2025
	** 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.

FAQ

What did Alan Kirshenbaum report on Form 4 for OWL?

He reported a 09/12/2025 disposition via gift of 20,000 Blue Owl Operating Group Units associated with Class D shares donated to National Philanthropic Trust.

How many Class D shares does Mr. Kirshenbaum beneficially own after the transaction?

The filing reports an aggregate of 37,696 Class D shares and an equal number of operating units held indirectly through Owl Rock Feeder.

Was the transaction a sale or a gift?

The transaction is reported as a gift/charitable donation to a donor-advised fund at National Philanthropic Trust.

Through what vehicle were the securities donated?

Securities were distributed from Owl Rock Capital Feeder LLC to the reporting person and then donated to National Philanthropic Trust.

Does Mr. Kirshenbaum claim beneficial ownership of the securities held by Owl Rock Feeder?

He expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of any pecuniary interest.