Zahr Marc 4

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.