BLUE OWL CAPITAL INC.·4

Feb 13, 4:30 PM ET

Ostrover Douglas I 4

4 · BLUE OWL CAPITAL INC. · Filed Feb 13, 2026

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Blue Owl (OWL) CEO Douglas Ostrover Receives 878,709-Share Award

What Happened
Douglas I. Ostrover, CEO of Blue Owl Capital Inc. (OWL), was granted equity on Feb 12, 2026. The Form 4 shows two related entries of 878,709 shares each (one reported as an outright award of Class C shares and one reported as a derivative/units award), each reported at $0.00 — i.e., no cash was paid. These awards are coded as “A” (grant/award), not purchases or sales.

Key Details

  • Transaction date: 2026-02-12; filing date: 2026-02-13 (timely).
  • Reported amounts: 878,709 shares (Class C) and a corresponding 878,709-unit derivative entry, both at $0.00.
  • Shares owned after transaction: not specified in the provided excerpt.
  • Footnote highlights:
    • The entries represent Class C common shares and Common Units of Blue Owl Capital Holdings LP issued to a management vehicle in respect of Class P Units (F1).
    • The Incentive Units are fully vested on grant but subject to a one-year lock-up from the grant date; settlement and exchange rules apply after certain capital-account thresholds and lock-up expiration (F2).
  • Transaction code: A = Award/Grant (not an open-market buy or sale).

Context
This is an equity compensation award rather than an open-market purchase or a sale. The units/shares are subject to conversion and lock-up mechanics: Incentive Units settle into Common Units and Class C Shares after thresholds are met, and later may be exchangeable for Class A shares (or cash in some cases) after the lock-up and required cancellations. Because this is a grant with a one-year lock-up, it does not represent an immediate market transaction or liquidity event.

Insider Transaction Report

Form 4
Period: 2026-02-12
Ostrover Douglas I
DirectorCo-Chief Executive Officer
Transactions
  • Award

    Class C Shares

    [F1][F2]
    2026-02-12+878,7096,129,987 total(indirect: See Footnotes)
  • Award

    Blue Owl Operating Group Units

    [F1][F2]
    2026-02-12+878,7096,129,987 total(indirect: See Footnotes)
    Class A Shares (878,709 underlying)
Footnotes (2)
  • [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.
Signature
/s/ Neena A. Reddy, as Attorney-in-Fact|2026-02-13

Documents

1 file
  • 4
    ownership.xmlPrimary

    4