Form 4: Dyal SLP moves 950k Class D shares to partners; OWL holdings disclosed

Rhea-AI Filing Summary

Form 4 by Dyal Capital SLP LP reports a related-party disposition of equity in Blue Owl Capital Inc. (OWL). On 09/02/2025 Dyal SLP transferred 950,000 Class D common shares and an equal number of Blue Owl Operating Group Units to certain Dyal limited partners for no consideration. After the transaction, Dyal SLP reports beneficial ownership of 135,564,357 shares (held indirectly). Each Operating Group Unit can be exchanged for an equal number of newly issued Class B shares or, at the exchange committee's election, a cash payment based on a five-day VWAP of Class A shares; the units do not expire. The filing is signed by an attorney-in-fact for Dyal SLP.

Positive

• Transparent disclosure of a non-cash, intra-group transfer of 950,000 Class D shares and corresponding operating units
• Clear post-transaction ownership reported as 135,564,357 shares held indirectly, providing investors clarity on holdings

Negative

• Transfer to related parties (Dyal Partners, including officers or directors) could raise governance questions despite disclaimers
• No cash consideration for the transferred securities reduces public-market liquidity signal and may limit market transparency

Insights

Securities Analyst

TL;DR: A sizeable in-kind transfer of 950,000 Class D shares and matching units reduces Dyal SLP's direct holdings but leaves substantial indirect ownership.

The transfer was executed for no consideration to certain Dyal limited partners, which is a non-sale, intra-group reallocation rather than a market disposition. The filing shows 135,564,357 shares beneficially owned following the reported transfer, presented as indirect holdings via Dyal SLP. Material facts disclosed include the exchange mechanism for Operating Group Units into Class B shares or cash tied to a five-day VWAP of Class A shares, which could affect future conversion timing but is not an immediate market event.

Corporate Governance Expert

TL;DR: This Form 4 documents a related-party distribution, not an external sale, and clarifies the structure of indirect ownership and exchange rights.

The filing discloses that transferred securities went to "Dyal Partners," including certain officers/directors, with explicit disclaimers of beneficial ownership except for pecuniary interests. The explanation and footnotes outline exchange terms under the Third Amended and Restated Exchange Agreement dated April 1, 2025. From a governance perspective, the transfer and the disclaimers are properly noted, with signature by an attorney-in-fact indicating procedural compliance.

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)
09/02/2025

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	09/02/2025		J(1)		950,000	D	(1)	135,564,357	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)	09/02/2025		J(1)			950,000	(3)	(3)	Class B Shares	950,000	(1)	135,564,357	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	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Dyal Capital SLP LP report on the Form 4 for OWL?

The filing reports a disposition of 950,000 Class D shares and an equal number of Blue Owl Operating Group Units on 09/02/2025, transferred to certain Dyal limited partners for no consideration.

How many Blue Owl shares does Dyal SLP report owning after the transaction?

Dyal SLP reports beneficial ownership of 135,564,357 shares following the reported transaction, held indirectly.

What are Blue Owl Operating Group Units and how do they convert?

Each Operating Group Unit may be exchanged for an equal number of newly issued Class B shares or, at the exchange committee's election, a cash payment equal to the five-day VWAP of Class A shares prior to the exchange date; units do not expire.

Was this a market sale of OWL securities?

No. The filing describes a disposition for no consideration to certain limited partners rather than an open-market sale.

Who signed the Form 4?

The Form 4 was signed by Neena A. Reddy as Attorney-in-Fact on behalf of Dyal Capital SLP LP on 09/02/2025.