Form 4 for OWL BLUE OWL CAPITAL INC.

Accepted 2026-09-14 20:30:04 ET · period of report 2026-09-14 · accession 0001193125-26-391030 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2026-09-14 20:30	2026-09-14	OWL	Zahr Marc	Co-Pres, Dir	J - Other	—	-4.55M	6.54M	-41%	—
DI	2026-09-14 20:30	2026-09-14	OWL	Zahr Marc	Co-Pres, Dir	J - Other	—	-4.55M	6.54M	-41%	—
D	2026-09-14 20:30	2026-09-14	OWL	Zahr Marc	Co-Pres, Dir	S - Sale	—	-1	1	-50%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class C Shares	2026-09-14	J	D	4,550,777	—	6,543,145	I See Footnotes	—	—	(F1) For estate planning purposes, the reporting person transferred his remaining units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust, and the reporting person, as investment trustee (the "Investment Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP ("OSREC") holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 100% of such securities indirectly held by Augustus on behalf of the Trust. (F1) For estate planning purposes, the reporting person transferred his remaining units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust, and the reporting person, as investment trustee (the "Investment Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP ("OSREC") holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 100% of such securities indirectly held by Augustus on behalf of the Trust. (F2) Consists of 6,543,145 Blue Owl Operating Group Units and an equal number of Class C Shares issued or to be issued in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle LP ("Blue Owl Management Vehicle") on behalf of the reporting person. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Blue Owl Operating Group Units and Class C Shares on a 1-for-1 basis.
2	Derivative	Blue Owl Operating Group Units	2026-09-14	J	D	4,550,777	—	6,543,145	I See Footnotes	— · — to —	4,550,777 Class A Shares	(F1) For estate planning purposes, the reporting person transferred his remaining units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust, and the reporting person, as investment trustee (the "Investment Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP ("OSREC") holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 100% of such securities indirectly held by Augustus on behalf of the Trust. (F5) After the cancellation of an equal number of Class C Shares (and, in the case of the Incentive Units, the expiration of a one-year lock up from the grant date), Blue Owl Operating Group Units may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's Class A common stock ("Class A Shares") (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 Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire. (F1) For estate planning purposes, the reporting person transferred his remaining units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust, and the reporting person, as investment trustee (the "Investment Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP ("OSREC") holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 100% of such securities indirectly held by Augustus on behalf of the Trust. (F1) For estate planning purposes, the reporting person transferred his remaining units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust, and the reporting person, as investment trustee (the "Investment Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP ("OSREC") holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 100% of such securities indirectly held by Augustus on behalf of the Trust. (F5) After the cancellation of an equal number of Class C Shares (and, in the case of the Incentive Units, the expiration of a one-year lock up from the grant date), Blue Owl Operating Group Units may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's Class A common stock ("Class A Shares") (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 Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire. (F5) After the cancellation of an equal number of Class C Shares (and, in the case of the Incentive Units, the expiration of a one-year lock up from the grant date), Blue Owl Operating Group Units may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's Class A common stock ("Class A Shares") (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 Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire. (F2) Consists of 6,543,145 Blue Owl Operating Group Units and an equal number of Class C Shares issued or to be issued in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle LP ("Blue Owl Management Vehicle") on behalf of the reporting person. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Blue Owl Operating Group Units and Class C Shares on a 1-for-1 basis.
3	Derivative	Derivatives Contract	2026-09-14	S	D	1	—	1	D	— · — to —	6,543,145 Class A Shares	(F6) On September 14, 2026, the reporting person entered into a derivative agreement (the "Agreement") for estate planning purposes with the Investment Trustee of the Trust pursuant to which the reporting person sold the Investment Trustee a derivative for an aggregate amount equal to $14,866,651. The settlement date is September 14, 2033 or, if earlier, the date of the reporting person's death (the "Settlement Date"). Within 120 days after the Settlement Date, an amount equal to the fair market value of the Blue Owl Interests (as defined below) as of the Settlement Date less $100,000 (the "Hurdle Amount") shall be determined. If such amount is greater than zero, the Reporting Person shall pay such amount to the Investment Trustee within thirty days. (F7) The Agreement provides the Trust with a right to receive a future payment that represents the increase in value over the Hurdle Amount of the following ("Blue Owl Interests"), defined as: (i) 4,268,577 Blue Owl Operating Group Units and an equal number of Class C Shares to be issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person, (ii) 2,274,568 Blue Owl Operating Group Units and an equal number of Class C Shares issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person. (F7) The Agreement provides the Trust with a right to receive a future payment that represents the increase in value over the Hurdle Amount of the following ("Blue Owl Interests"), defined as: (i) 4,268,577 Blue Owl Operating Group Units and an equal number of Class C Shares to be issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person, (ii) 2,274,568 Blue Owl Operating Group Units and an equal number of Class C Shares issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person. (F6) On September 14, 2026, the reporting person entered into a derivative agreement (the "Agreement") for estate planning purposes with the Investment Trustee of the Trust pursuant to which the reporting person sold the Investment Trustee a derivative for an aggregate amount equal to $14,866,651. The settlement date is September 14, 2033 or, if earlier, the date of the reporting person's death (the "Settlement Date"). Within 120 days after the Settlement Date, an amount equal to the fair market value of the Blue Owl Interests (as defined below) as of the Settlement Date less $100,000 (the "Hurdle Amount") shall be determined. If such amount is greater than zero, the Reporting Person shall pay such amount to the Investment Trustee within thirty days. (F6) On September 14, 2026, the reporting person entered into a derivative agreement (the "Agreement") for estate planning purposes with the Investment Trustee of the Trust pursuant to which the reporting person sold the Investment Trustee a derivative for an aggregate amount equal to $14,866,651. The settlement date is September 14, 2033 or, if earlier, the date of the reporting person's death (the "Settlement Date"). Within 120 days after the Settlement Date, an amount equal to the fair market value of the Blue Owl Interests (as defined below) as of the Settlement Date less $100,000 (the "Hurdle Amount") shall be determined. If such amount is greater than zero, the Reporting Person shall pay such amount to the Investment Trustee within thirty days. (F6) On September 14, 2026, the reporting person entered into a derivative agreement (the "Agreement") for estate planning purposes with the Investment Trustee of the Trust pursuant to which the reporting person sold the Investment Trustee a derivative for an aggregate amount equal to $14,866,651. The settlement date is September 14, 2033 or, if earlier, the date of the reporting person's death (the "Settlement Date"). Within 120 days after the Settlement Date, an amount equal to the fair market value of the Blue Owl Interests (as defined below) as of the Settlement Date less $100,000 (the "Hurdle Amount") shall be determined. If such amount is greater than zero, the Reporting Person shall pay such amount to the Investment Trustee within thirty days. (F7) The Agreement provides the Trust with a right to receive a future payment that represents the increase in value over the Hurdle Amount of the following ("Blue Owl Interests"), defined as: (i) 4,268,577 Blue Owl Operating Group Units and an equal number of Class C Shares to be issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person, (ii) 2,274,568 Blue Owl Operating Group Units and an equal number of Class C Shares issued in respect of Incentive Units of Blue Owl Management Vehicle held by the reporting person.