Marc Zahr - Mar 14, 2025 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Co-President, Director
Signature: /s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol: OWL
Transactions as of: Mar 14, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/18/2025, 08:00 PM
Previous filing: Feb 18, 2025
Next filing: Apr 17, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OWL	Derivatives Contract	Sale		-1	-50%		1	Mar 14, 2025	Class A common Stock	8.25M		Direct	F1, F2
holding	OWL	Derivatives Contract						1	Mar 14, 2025	Class A common Stock	8.25M		See footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 14, 2025, the Reporting Person entered into a derivative agreement (the "Agreement") for estate planning purposes with James J. Hennessey, as trustee (the "Trustee") of the Zahr Family Gift Trust (the "Trust") pursuant to which the Reporting Person sold Trustee a derivative for an aggregate amount equal to $102,497,000. The Settlement Date is March 14, 2034 or, if earlier, the date of the Reporting Person's death. Within 120 days after the Settlement Date, an amount equal to the fair market value of the Blue Owl Interests (as defined below) as of the Settlement Date less $1,000,000 (the "Hurdle Amount") shall be determined. If such amount is greater than zero, the Reporting Person shall pay such amount to the Trustee within thirty days.
F2	The Agreement provides the Trust with a right to receive a future payment that represents the increase in value over the Hurdle Amount of the following ("Blue Owl Interests"), defined as: (i) 8,250,000 shares of Class C common stock (CC1 sub-class) of Blue Owl Capital Inc. (the "Company"), (ii) 8,250,000 common units (OSC sub-class) of Blue Owl Capital Holdings LP and (iii) 8,250,000 common units (CSC sub-class) of Blue Owl Capital Carry LP now held by OSREC Feeder, LP for the benefit of Augustus, LLC, or, if any of the Blue Owl Interests are exchanged for shares of Class A common stock of the Company, an equivalent number of such shares.
F3	The Reporting Person disclaims beneficial ownership of the securities and the Agreement held by the Trust, except to the extent of his pecuniary interest therein.