Rees Michael Douglass 4

What Happened

• Rees Michael Douglass, Co‑President and Director of Blue Owl Capital Inc. (OWL), reported an Other acquisition/disposition (code J) on March 17, 2026 that discloses the disposition/transfer of 30,000,000 shares. A parallel entry shows a derivative disposition of 30,000,000 shares at $0.00. No cash proceeds or market sale price were reported; the filing describes the movement as a transfer based on the fair value of transferred interests for estate‑planning purposes.

Key Details

• Transaction date: 2026-03-17; Form 4 filed: 2026-03-19 (filed two business days after the transaction).
• Reported disposals: 30,000,000 shares (primary entry) and a related derivative disposition of 30,000,000 shares at $0.00.
• Shares/units noted in footnotes: filing references an aggregate of 11,209,723 Class D shares and an equal number of Blue Owl Operating Group units held directly by Dyal Capital SLP LP (Dyal SLP) on behalf of Mr. Rees and related parties. The reporting person disclaims beneficial ownership of securities held by Dyal SLP except to the extent of any pecuniary interest.
• Important footnotes: F1 states the transfer was for estate‑planning and that, after the transfer, the reporting person will no longer be attributed beneficial ownership of the transferred securities. F2 notes certain previously reported securities are excluded because investment decisions are made by a third‑party manager. F4 explains the operating group units can be exchanged for Class B shares or, in some cases, cash based on VWAP.
• No indication this was an open‑market sale or generated cash proceeds; the record indicates a transfer/estate‑planning transaction, not a routine sale to the public.

Context

• Transfers for estate planning (or internal reorganizations) are not the same signal as an open‑market sale and do not necessarily indicate management sentiment about the stock price. The filing includes standard disclaimers under Rule 16a‑1(a)(4) that Mr. Douglass is not admitting beneficial ownership of the transferred interests except to the extent of any pecuniary interest.
• The derivative entry and the F4 disclosure mean some interests are structured (Class D shares paired with operating units) and may be exchangeable into Class B shares or cash per the exchange agreement; this is a structured transfer rather than an option exercise or market sale.