Michael Douglass Rees - Sep 12, 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
Sep 12, 2025
Transactions value $
$0
Form type
4
Date filed
9/12/2025, 05:11 PM
Previous filing
Aug 8, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Rees Michael Douglass Co-President, Director 399 PARK AVENUE, 37TH FLOOR, NEW YORK /s/ Neena A. Reddy, as Attorney-in-Fact 2025-09-12 0001861792

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL Class D Shares Gift -1.5M -1.91% 77M Sep 12, 2025 See Footnotes F1, F2

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 Blue Owl Operating Group Units Gift -1.5M -1.91% 77M Sep 12, 2025 Class B Shares 1.5M See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported transaction represents a gift/charitable donation of securities indirectly owned through Dyal Capital SLP LP ("Dyal SLP") that were distributed to the reporting person and donated to National Philanthropic Trust, a Pennsylvania non-profit corporation, to be held in a donor-advised fund.
F2 Consists of an aggregate of 76,972,092 shares of 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"), associated with such Class D Shares, held directly by Dyal SLP, on behalf of Mr. Rees, his spouse and one or more entities controlled by him. Mr. Rees expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of his pecuniary interest 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 newly issued 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 shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Remarks:

The reported amounts do not include Blue Owl Operating Group Units associated with the Issuer's Class C common stock beneficially owned by the reporting person, as they represent a different class of security from the Blue Owl Operating Group Units associated with the Issuer's Class D Shares reported in this statement.