Blue Owl Capital Inc SEC Filings

Blue Owl Capital Inc. (OWL) filed a Form 144 disclosing a proposed sale of 1,450,000 shares of Class A common stock through Morgan Stanley Smith Barney LLC, with an aggregate market value of $26,854,000. The filing lists approximately 651,092,446 shares outstanding and an approximate sale date of 09/02/2025. The shares were acquired on 05/19/2021 from an affiliate as part of the previously disclosed business combination and were received in consideration for that transaction. The filing also reports a prior sale in the past three months: Blue Owl Exchange LP sold 870,294 shares on 06/03/2025 for gross proceeds of $16,162,055.82.

Blue Owl Finance LLC and several guarantors entered into a Third Amendment to their Amended and Restated Credit Agreement. The amendment increases the revolving credit commitment to $2,425,000,000 (with a conditional increase to $3,000,000,000) and extends the facility maturity to August 8, 2030. Certain dollar baskets and thresholds under the Credit Agreement were also increased, while other terms remain substantially the same. Obligations under the facility are limited to the Borrower and the listed guarantors; Blue Owl Capital Inc. is not a party to the Amended Credit Agreement. The Third Amendment is filed as Exhibit 10.1.

Marc S. Lipschultz, who serves as Co-Chief Executive Officer and a director of Blue Owl Capital Inc. (OWL), reported the issuance or acquisition of 369,021 Class C common shares/units tied to management incentive units. After this transaction the reporting person is shown as beneficially owning 4,780,539 shares or equivalent units through an indirect management vehicle.

The filing states the executed Incentive Units were fully vested on grant but are subject to a one-year lock-up. These Incentive Units correspond 1-for-1 to Class P Units and, after satisfying capital account thresholds, settle into Common Units and Class C Shares; Operating Group Units may later be exchanged for Class A Shares (or, at an exchange committees election, a cash payment based on a five-day VWAP). Blue Owl Operating Group Units do not expire.

Craig Packer, Co-President and director of Blue Owl Capital Inc. (OWL), was issued 341,345 Class C shares and corresponding Blue Owl Operating Group Units on 08/07/2025 as reported on this Form 4. The filing shows an issuance price of $0 and reports the reporting person’s indirect beneficial ownership following the transaction as 3,757,112 shares.

The awarded Incentive Units are fully vested at grant but are subject to a one-year lock-up. After specified capital account thresholds are met, the Incentive Units settle into Common Units and Class C Shares; Operating Group Units may thereafter be exchanged for newly issued Class A shares or, at the election of an exchange committee, a cash payment based on a five-day VWAP prior to exchange. The filing documents compensation-linked equity granted to an executive with defined settlement and transfer restrictions.

Rees Michael Douglass, who serves as a Director and Co-President of Blue Owl Capital Inc. (OWL), reported acquisition of equity-linked interests on 08/07/2025. The filing shows 474,359 Blue Owl Operating Group Units (issued in respect of incentive units and corresponding to Class C common shares) and a reported indirect interest in an additional 100,080 Class C-linked units through Blue Owl GP Stakes II (GPSC II). After the reported transaction, the filing attributes 4,717,630 Class C shares of indirect beneficial ownership to the reporting person.

The Incentive Units described are fully vested on grant but are subject to a one-year lock-up. Blue Owl Operating Group Units can be exchanged later for Class A shares or, at the exchange committee’s election, a cash payment based on a five-day VWAP. The filer disclaims direct beneficial ownership of the GPSC II-held securities except to the extent of any pecuniary interest.

Douglas I. Ostrover, Co-Chief Executive Officer and director of Blue Owl Capital Inc., received 369,021 Class C shares and corresponding Blue Owl Operating Group Units under the companys equity incentive plan. The reported units are fully vested on grant but subject to a one-year lock-up and settle into Common Units and Class C Shares (and potentially Class A Shares) after attainment of certain capital account thresholds; units carry no exercise price and do not expire.

The filing reports Ostrovers indirect beneficial ownership at 4,780,539 shares following the issuance. Because the shares were issued under the omnibus plan rather than bought on the open market, the transaction reflects executive compensation and long-term alignment rather than an immediate open-market purchase signal; liquidity is limited while the lock-up and settlement conditions remain in effect.

Marc Zahr, Co-President and Director of Blue Owl Capital (OWL), acquired 369,021 Class C Shares and 369,021 Blue Owl Operating Group Units on 08/07/2025 under the companys amended 2021 Omnibus Equity Incentive Plan. The reported transactions are recorded at a price of $0 and raise the reporting persons total indirect beneficial ownership to 49,176,123 units.

The filing states the incentive units are fully vested at grant but subject to a one-year lock-up. After satisfying capital-account thresholds, incentive units settle into Common Units and Class C Shares, and Operating Group Units may later be exchanged for Class A shares or, at the exchange committees election, a cash payment based on the five-day volume-weighted average price.