Rees Michael Douglass 4
4 · BLUE OWL CAPITAL INC. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Blue Owl (OWL) Co‑President Rees Douglass Receives Award
What Happened
- Rees Michael Douglass, Co‑President and Director of Blue Owl Capital Inc., was granted equity on 2026-02-12. The Form 4 reports 305,791 Class C common shares acquired at $0.00 and 305,791 derivative/related units acquired at $0.00 (both reported as "A" — award/grant). No cash was paid for these awards.
Key Details
- Transaction date: 2026-02-12; Form 4 filed: 2026-02-13 (timely).
- Reported amounts: 305,791 Class C shares and 305,791 derivative/related units (total reported items = 611,582).
- Price: $0.00 per share/unit (award/grant).
- Shares owned after transaction: not specified in the provided summary.
- Transaction code: A = Award/Grant.
- Notable footnotes (simplified):
- F1/F2: These awards reflect Class C shares and Common Units issued to a management vehicle in respect of Class P Units under the company's omnibus equity incentive plan. The reporting person holds incentive units that correspond 1-for-1 to the Class P Units/Common Units/Class C Shares.
- F2: The incentive units are fully vested at grant but subject to a one‑year lock‑up. Settlement to Common Units and Class C Shares depends on capital-account thresholds; Common Units can later be exchanged for newly issued Class A shares (or, under certain conditions, for cash).
- F3: Some reported securities were received by a Cayman Islands partnership (GPSC II) in a pro rata distribution; Douglass has a reportable interest as a member of its investment committee but disclaims beneficial ownership except for his pecuniary interest.
- F4: Reiterates exchange mechanics for operating units into Class A shares or cash alternative.
- Filing timeliness: Filed the next day — appears timely (no late filing noted).
Context
- This was an equity award/grant (compensation), not an open‑market purchase or sale. Grants are common for executive compensation and align pay with company performance but do not directly indicate the insider buying stock on the market.
- The "derivative" entry reflects units convertible/exchangeable into equity under plan rules (subject to lock‑up and conversion conditions), not an option exercise or immediate sale.
Insider Transaction Report
Form 4
Rees Michael Douglass
DirectorCo-President
Transactions
- Award
Class C Shares
[F1][F2]2026-02-12+305,791→ 5,593,705 total(indirect: See Footnotes) - Award
Blue Owl Operating Group Units
[F1][F2]2026-02-12+305,791→ 5,593,705 total(indirect: See Footnotes)→ Class A Shares (305,791 underlying)
Holdings
- 100,080(indirect: See Footnote)
Class C Shares
[F3] - 100,080(indirect: See Footnote)
Blue Owl Operating Group Units
[F3][F4]→ Class A Shares (100,080 underlying)
Footnotes (4)
- [F1]Represents shares of Class C common stock of the Issuer ("Class C Shares") and Common Units of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings"), issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis.
- [F2]The reported Incentive Units of Blue Owl Management Vehicle are fully vested upon the grant date, but are subject to a lock-up period of one year from the grant date. After attainment of required capital account thresholds, Incentive Units settle by delivery of an equal number of Common Units of Blue Owl Holdings ("Blue Owl Operating Group Units") and Class C Shares. After expiration of the lock-up and cancellation of an equal number of Class C Shares, 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.
- [F3]The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the reporting person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- [F4]Upon the cancellation of an equal number of Class C Shares, 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 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.
Signature
/s/ Neena A. Reddy, as Attorney-in-Fact|2026-02-13