BLUE OWL CAPITAL INC.·4

May 8, 4:30 PM ET

Rees Michael Douglass 4

4 · BLUE OWL CAPITAL INC. · Filed May 8, 2026

Research Summary

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Blue Owl (OWL) Co‑President Rees Michael Douglass Receives Award

What Happened

  • Rees Michael Douglass (Co‑President and Director) was granted awards on 2026-05-07 consisting of 1,072,523 Class C shares and 1,072,523 related Common Units/derivative interests. Each grant shows an acquisition price of $0.00, so no cash was paid for these awards.

Key Details

  • Transaction date: 2026-05-07; Form 4 filed 2026-05-08 (timely filing).
  • Reported amounts: 1,072,523 Class C common shares (Code A — award/grant) and 1,072,523 derivative units/rights (also reported as Code A).
  • Price and value: $0.00 per share/unit — recorded as $0 acquisition value in the filing.
  • Shares owned after transaction: not specified in this Form 4.
  • Notable footnotes:
    • F1/F2: Awards were issued to a management vehicle (Blue Owl Management Vehicle) in respect of Class P units; the reporting person holds incentive units that correspond 1-for-1 to the Class C Shares and Common Units. Incentive units are fully vested at grant but subject to a one‑year lock‑up. Units may later settle into Common Units and Class C Shares and, under certain conditions, be exchanged for Class A shares or cash (per exchange committee rules).
    • F3: Some securities reported reflect pro rata distributions to Blue Owl GP Stakes II (GPSC II); the reporting person is a member of the investment committee and disclaims beneficial ownership except for any pecuniary interest.
    • F4: Confirms exchange mechanics for converting operating group units into Class A shares (or cash alternative).
  • Filing timeliness: Appears timely (Form 4 filed one day after the transaction date).

Context

  • This is an award/grant (Code A), not an open‑market purchase or sale, so it does not by itself signal buying/selling intent in the market. The awards are vested but subject to a lock‑up and further conversion/settlement conditions, meaning the economic exposure and the timing of any conversion to tradable Class A shares can be delayed and may include cash‑for‑share alternatives. The reporting person’s beneficial ownership is limited as described in the footnotes.

Insider Transaction Report

Form 4
Period: 2026-05-07
Rees Michael Douglass
DirectorCo-President
Transactions
  • Award

    Class C Shares

    [F1][F2]
    2026-05-07+1,072,5236,666,228 total(indirect: See Footnotes)
  • Award

    Blue Owl Operating Group Units

    [F1][F2]
    2026-05-07+1,072,5236,666,228 total(indirect: See Footnotes)
    Class A Shares (1,072,523 underlying)
Holdings
  • Class C Shares

    [F3]
    (indirect: See Footnote)
    100,080
  • Blue Owl Operating Group Units

    [F3][F4]
    (indirect: See Footnote)
    Class A Shares (100,080 underlying)
    100,080
Footnotes (4)
  • [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]The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the reporting person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein.
  • [F4]Upon the 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 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

Documents

1 file
  • 4
    ownership.xmlPrimary

    4