Zahr Marc 4
4 · BLUE OWL CAPITAL INC. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Blue Owl (OWL) Co‑President Marc Zahr Receives 788,882 Share Award
What Happened
Marc Zahr, Co‑President and Director of Blue Owl Capital Inc. (OWL), was granted 788,882 shares (reported as an award, Code A) on 2026-05-07 at $0.00 (no cash paid). The filing also reports a corresponding derivative award of 788,882 reflecting incentive/management vehicle units that convert into Common Units of Blue Owl Capital Holdings LP and Class C common stock under the company’s omnibus equity incentive plan.
Key Details
- Transaction date: 2026-05-07; Form 4 filed: 2026-05-08 (timely).
- Grant type/code: A = Award/Grant; price reported $0.00; total reported value $0.
- Shares reported acquired: 788,882 shares and 788,882 related derivative units.
- Shares owned after transaction: per footnotes, the reporting person’s beneficial holdings total 10,357,458 Blue Owl Operating Group Units and an equal number of Class C Shares (combined holdings reflected in footnote detail).
- Notable footnotes: Incentive Units are fully vested at grant but subject to a one‑year lock‑up (F1–F2). Incentive Units settle into Operating Group Units and Class C Shares after certain capital thresholds; Operating Group Units may later be exchanged for newly issued Class A shares (or cash at an exchange committee’s election) once lock‑up/cancellation conditions are met (F2, F5).
- Transaction not a sale—this is a grant/award (not a market purchase or sale), so it does not signal an immediate cash investment or divestment.
Context
These entries reflect equity incentives issued/allocated through Blue Owl’s management vehicle structure rather than an open‑market purchase. The awards are vested but locked for one year and convert through a multi‑step process into operating units and Class C shares, which may later be exchanged for Class A shares (or cash) under plan terms. For retail investors, grants are informational (compensation/retention), not direct buys or sells indicating near‑term market action.
Insider Transaction Report
Form 4
Zahr Marc
DirectorCo-President
Transactions
- Award
Class C Shares
[F1][F2][F3]2026-05-07+788,882→ 10,357,458 total(indirect: See Footnotes) - Award
Blue Owl Operating Group Units
[F1][F2][F5][F3]2026-05-07+788,882→ 10,357,458 total(indirect: See Footnotes)→ Class A Shares (788,882 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) 5,806,681 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|2026-05-08