Dyal Capital SLP LP 4
4 · BLUE OWL CAPITAL INC. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
Blue Owl (OWL) 10% Owner Dyal Capital SLP Transfers 1,150,000 Shares
What Happened
Dyal Capital SLP LP, reported as a 10% owner of Blue Owl Capital Inc. (OWL), effected non‑market dispositions on 2026-06-01: it transferred 1,150,000 Class D common shares of the issuer and an equal number (1,150,000) of Blue Owl Operating Group Units to certain limited partners (the "Dyal Partners") for no consideration. The filing shows these as "other acquisition or disposition (J)" with no price reported. One entry reflects the Class D share transfer and the other reflects the related operating‑unit (derivative) transfer. These were internal/no‑cash transfers—not open‑market sales.
Key Details
- Transaction date: 2026-06-01; filing date: 2026-06-01 (not shown as late).
- Shares/units transferred: 1,150,000 Class D shares and 1,150,000 Blue Owl Operating Group Units.
- Price: N/A — transfers were for no consideration (gifts/internal allocation).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Footnotes: Transfers were made to certain limited partners (including named individuals) who expressly disclaim beneficial ownership except to the extent of pecuniary interest. The operating units may be exchanged for newly issued Class B shares (one-for-one upon cancellation of equal Class D shares) or, at the exchange committee’s election, a cash payment tied to a 5‑day VWAP of Class A shares. Operating units do not expire.
- Transaction type: institutional/internal disposition (code J), not an executive open‑market sale.
Context
- This was an internal/non‑cash redistribution by a large institutional holder to partners, so it does not carry the same market‑sentiment implication as an executive selling shares in the open market.
- The operating units are derivative-like economic interests that can be converted into Class B shares or cash per the exchange agreement; that exchange process, not this transfer, determines future public share issuance.
Insider Transaction Report
Form 4
Dyal Capital SLP LP
10% Owner
Transactions
- Other
Class D Shares
[F1][F2]2026-06-01−1,150,000→ 132,264,357 total(indirect: See Footnote) - Other
Blue Owl Operating Group Units
[F3][F1][F2]2026-06-01−1,150,000→ 132,264,357 total(indirect: See Footnote)→ Class B Shares (1,150,000 underlying)
Footnotes (3)
- [F1]The reported transaction is a disposition by Dyal Capital SLP LP ("Dyal SLP") to certain Dyal Partners (as defined below) for no consideration of shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of common units ("Blue Owl Operating Group Units") of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings").
- [F2]Consists of Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Dyal SLP on behalf of limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland, Jennifer Brouse and certain other limited partners that are officers or directors of the Issuer (collectively, the "Dyal Partners"). Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of their respective pecuniary interests therein.
- [F3]Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of the newly issued Issuer's shares of Class B common stock ("Class B Shares"), subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement, dated as of April 1, 2025, 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 the Issuer's 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|2026-06-01