Zahr Marc 4
4 · BLUE OWL CAPITAL INC. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Blue Owl (OWL) Co‑President Marc Zahr Receives 878,709‑Share Award
What Happened
- Marc Zahr, Co‑President and Director of Blue Owl Capital Inc. (OWL), was granted 878,709 shares (reported as an award, transaction code "A") on February 12, 2026. The filing shows the grant recorded twice: once as shares acquired and once as a derivative/related award, each for 878,709 units at $0.00 (compensation award, not a market purchase or sale).
- This award is structured as Incentive Units issued to Blue Owl Management Vehicle that represent Class C common stock and Common Units of Blue Owl Capital Holdings LP, with settlement and conversion mechanics described in the footnotes. The awards are not a sale and therefore do not indicate insider selling.
Key Details
- Transaction date: 2026-02-12; Form 4 filed 2026-02-13 (timely; Form 4s are due within 2 business days).
- Price: $0.00 per share (compensatory grant/award).
- Award size: 878,709 shares (plus a matching derivative entry of 878,709).
- Shares owned after the transaction: Per footnotes, Zahr beneficially holds Blue Owl Operating Group Units and equal number of Class C Shares via affiliated vehicles — detailed breakdown shows 4,550,777 units held by OSREC (on behalf of Augustus) and 5,017,799 units issued or to be issued via Blue Owl Management Vehicle, totaling 9,568,576 units/shares (see footnotes for structure).
- Notable footnotes: Incentive Units are fully vested at grant but subject to a one‑year lock‑up (F2); these Incentive Units convert 1‑for‑1 into Blue Owl Operating Group Units and Class C Shares and may later be exchanged for Class A shares or cash under defined conditions (F1, F2, F5). The reporting person disclaims beneficial ownership of shares held by a family trust except for pecuniary interest (F4).
Context
- This filing records a compensation award (code A), not an open‑market buy or sale — such grants are common for executive compensation and don’t necessarily signal buying/selling intentions.
- The award involves derivative/units and conversion mechanics: Incentive Units settle into Operating Group Units and Class C Shares after meeting capital thresholds and after the one‑year lock‑up; Operating Group Units can later be exchanged for Class A shares or cash under the partnership’s rules.
Insider Transaction Report
Form 4
Zahr Marc
DirectorCo-President
Transactions
- Award
Class C Shares
[F1][F2][F3]2026-02-12+878,709→ 9,568,576 total(indirect: See Footnotes) - Award
Blue Owl Operating Group Units
[F1][F2][F5][F3]2026-02-12+878,709→ 9,568,576 total(indirect: See Footnotes)→ Class A Shares (878,709 underlying)
Holdings
- 40,956,995(indirect: By Trust)
Class C Shares
[F4] - 40,956,995(indirect: By Trust)
Blue Owl Operating Group Units
[F4][F5]→ Class A Shares (40,956,995 underlying)
Footnotes (5)
- [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]Consists of (i) 4,550,777 Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC Feeder, LP ("OSREC") on behalf of Augustus, LLC, an investment vehicle controlled by the reporting person ("Augustus"), corresponding to the reporting person's holdings of 10% of the units of Augustus and (ii) 5,017,799 Blue Owl Operating Group Units and an equal number of Class C Shares issued or to be issued in respect of Incentive Units held by Blue Owl Management Vehicle on behalf of the reporting person.
- [F4]Consists of Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC on behalf of Augustus, corresponding to the Zahr Family Gift Trust's (the "Trust") holdings of 90% of the units in Augustus. James J. Hennessey is the trustee of the Trust. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein. The Trust is maintained for the benefit of immediate family members sharing the same household of the reporting person.
- [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 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