Blue Owl Capital Inc.

08/07/2026 | Press release | Distributed by Public on 08/07/2026 14:31

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zahr Marc
2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [OWL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-President
(Last) (First) (Middle)
399 PARK AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026
(Street)
NEW YORK, NY 10022
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class C Shares(1)(2) 08/06/2026 A 736,464 A $ 0 11,093,922 I See Footnotes(1)(2)(3)
Class C Shares 40,956,995 I By Trust(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Blue Owl Operating Group Units(1)(2) (2) 08/06/2026 A 736,464 (2)(5) (2)(5) Class A Shares 736,464 $ 0 11,093,922 I See Footnotes(1)(2)(3)
Blue Owl Operating Group Units (4) (5) (5) Class A Shares 40,956,995 40,956,995 I By Trust(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zahr Marc
399 PARK AVENUE
37TH FLOOR
NEW YORK, NY 10022
X Co-President

Signatures

/s/ Neena A. Reddy, as Attorney-in-Fact 08/07/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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.
(3) 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) 6,543,145 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.
(4) 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.
(5) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Blue Owl Capital Inc. published this content on August 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 07, 2026 at 20:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]