Blue Owl Capital (NYSE: OWL) insider Dyal SLP shifts 250,000 Class D shares

Rhea-AI Filing Summary

Blue Owl Capital Inc. insider entity Dyal Capital SLP LP reported an internal equity transfer involving 250,000 Class D shares and related units. On 12/01/2025, Dyal Capital SLP LP disposed of 250,000 Class D common shares of Blue Owl Capital Inc. and an equal number of Blue Owl Operating Group Units to certain limited partners, referred to as the Dyal Partners, for no consideration.

Following this transaction, Dyal Capital SLP LP continued to beneficially own 133,564,357 Class D shares, held indirectly on behalf of its limited partners, including several officers and directors of Blue Owl Capital Inc. Each Blue Owl Operating Group Unit, paired with the cancellation of an equal number of Class D shares, may be exchanged under an exchange agreement for an equal number of Class B shares of Blue Owl Capital Inc. or, at the election of an exchange committee, for a cash amount based on the five-day volume weighted average price of the company’s Class A shares.

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^*

Dyal Capital SLP LP

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		J(1)		250,000	D	(1)	133,564,357	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)	12/01/2025		J(1)			250,000	(3)	(3)	Class B Shares	250,000	(1)	133,564,357	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	12/01/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Blue Owl Capital Inc. (OWL) report in this filing?

The filing reports that Dyal Capital SLP LP disposed of 250,000 Class D shares of Blue Owl Capital Inc. and an equal number of Blue Owl Operating Group Units on 12/01/2025, transferring them to certain limited partners known as the Dyal Partners for no consideration.

How many Blue Owl Capital Inc. securities does Dyal Capital SLP LP beneficially own after the reported transaction?

After the reported disposition, Dyal Capital SLP LP beneficially owns 133,564,357 Class D shares of Blue Owl Capital Inc., together with an equal number of Blue Owl Operating Group Units, held indirectly on behalf of its limited partners.

Who are the Dyal Partners mentioned in the Blue Owl Capital Inc. (OWL) insider filing?

The Dyal Partners include limited partners of Dyal Capital SLP LP such as Michael Rees, Andrew Polland, Jennifer Brouse, their spouses, entities they control, and certain other limited partners who are officers or directors of Blue Owl Capital Inc.

Can Blue Owl Operating Group Units be exchanged for Blue Owl Capital Inc. Class B shares?

Yes. 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, for a cash payment equal to the five-day volume weighted average price of the company’s Class A shares immediately prior to the exchange date.

Did Dyal Capital SLP LP receive any consideration for the 250,000 Class D shares of Blue Owl Capital Inc. it disposed of?

No. The transaction is described as a disposition for no consideration by Dyal Capital SLP LP to certain Dyal Partners of 250,000 Class D shares and an equal number of Blue Owl Operating Group Units.

Do the individuals related to the Dyal Partners claim full beneficial ownership of the Blue Owl Capital Inc. securities held by Dyal SLP?

No. The filing states that each of the identified persons and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal Capital SLP LP except to the extent of their respective pecuniary interests.