Blue Owl (NYSE: OWL) affiliate transfers 1.15M Class D shares and units

Rhea-AI Filing Summary

BLUE OWL CAPITAL INC. reported that affiliated holder Dyal Capital SLP LP, a 10% owner, completed an internal equity transfer. Dyal SLP disposed of 1,150,000 Class D Shares and an equal number of Blue Owl Operating Group Units to certain Dyal Partners for no consideration.

Following the transaction, Dyal SLP indirectly held 132,264,357 Class D Shares and an equal number of Operating Group Units. Each Operating Group Unit, after cancellation of an equal number of Class D Shares, may 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, subject to the exchange agreement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dyal Capital SLP LP

Role null

Type	Security	Shares	Price	Value
Other	Blue Owl Operating Group Units	1,150,000	$0.00	--
Other	Class D Shares	1,150,000	$0.00	--

Holdings After Transaction: Blue Owl Operating Group Units — 132,264,357 shares (Indirect, See Footnote); Class D Shares — 132,264,357 shares (Indirect, See Footnote)

Footnotes (1)

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"). 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. 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

Restructured Class D Shares: 1,150,000 shares Restructured Operating Group Units: 1,150,000 units Post-transaction Class D holdings: 132,264,357 shares +3 more

6 metrics

Restructured Class D Shares 1,150,000 shares Disposition by Dyal Capital SLP LP to Dyal Partners for no consideration

Restructured Operating Group Units 1,150,000 units Matching Blue Owl Operating Group Units transferred with Class D Shares

Post-transaction Class D holdings 132,264,357 shares Indirect Class D Shares held by Dyal Capital SLP LP after transaction

Post-transaction Operating Group Units 132,264,357 units Indirect Blue Owl Operating Group Units held after transaction

Aggregate restructuring amount 2,300,000 securities Total shares and units affected across both legs of the restructuring

Transaction price per security $0.0000 No consideration paid in the internal transfer to Dyal Partners

Key Terms

Class D Shares, Blue Owl Operating Group Units, Class B Shares, Third Amended and Restated Exchange Agreement, +1 more

5 terms

Class D Shares financial

"disposition by Dyal Capital SLP LP to certain Dyal Partners for no consideration of shares of Blue Owl Capital Inc.'s Class D common stock"

Blue Owl Operating Group Units financial

"an equal number of common units ("Blue Owl Operating Group Units") of Blue Owl Capital Holdings LP"

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 financial

"subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement, dated as of April 1, 2025"

volume weighted average price financial

"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"

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.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/01/2026

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	06/01/2026		J(1)		1,150,000	D	(1)	132,264,357	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)	06/01/2026		J(1)			1,150,000	(3)	(3)	Class B Shares	1,150,000	(1)	132,264,357	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	06/01/2026
	** 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)

FAQ

What insider transaction did Dyal Capital SLP LP report in Blue Owl (OWL) shares?

Dyal Capital SLP LP reported an internal equity transfer involving 1,150,000 Class D Shares and an equal number of Blue Owl Operating Group Units. The securities were transferred for no consideration to certain Dyal Partners, rather than traded on the open market.

How many Blue Owl (OWL) securities does Dyal Capital SLP LP hold after this Form 4?

After the transaction, Dyal Capital SLP LP indirectly held 132,264,357 Class D Shares and 132,264,357 Blue Owl Operating Group Units. These holdings are maintained on behalf of various limited partners, including certain officers and directors, based on their respective pecuniary interests.

Who received the Blue Owl (OWL) shares and units from Dyal Capital SLP LP?

The shares and units were transferred to certain Dyal Partners, including Michael Rees, Andrew Polland, Jennifer Brouse, their spouses, controlled entities, and other limited partners who are officers or directors. Each party disclaims beneficial ownership beyond their specific pecuniary interest.

Can Blue Owl Operating Group Units reported in this Form 4 convert into Class B Shares?

Each Blue Owl Operating Group Unit may be exchanged, after cancellation of an equal number of Class D Shares, for an equal number of newly issued Class B Shares. Alternatively, an exchange committee may elect a cash payment based on the five‑day volume weighted average price of Class A Shares.

Did the Blue Owl (OWL) Form 4 report open-market buying or selling?

The Form 4 did not report open-market buying or selling. It recorded an internal disposition by Dyal Capital SLP LP to certain Dyal Partners for no consideration, categorized as an “other acquisition or disposition” under transaction code J, related to entity-level restructuring.