Form 4: Dyal Capital Transfers Blue Owl Shares to Partners

Dyal Capital SLP LP disposed of 950,000 Class D Shares and Blue Owl Operating Group Units to Dyal Partners for no consideration.

Summary

• Dyal Capital SLP LP, a 10% owner of Blue Owl Capital Inc. (OWL), reported a disposition of securities.
• On September 2, 2025, Dyal Capital SLP LP disposed of 950,000 Class D Shares and an equal number of Blue Owl Operating Group Units.
• The disposition was made to certain Dyal Partners for no consideration.
• Following this transaction, Dyal Capital SLP LP indirectly beneficially owns 135,564,357 Class D Shares and Blue Owl Operating Group Units.
• Blue Owl Operating Group Units are exchangeable for an equal number of Blue Owl Capital Inc.'s Class B common stock or a cash payment, upon cancellation of an equal number of Class D Shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a disposition, it's an internal transfer for no consideration to related parties, suggesting a restructuring of ownership within the Dyal group rather than a divestment due to negative sentiment or a need for liquidity. This maintains alignment of interests.

Positives

• The transaction represents an internal restructuring of ownership among Dyal Partners, rather than an open market sale, which typically avoids negative market perception.
• The shares remain within the broader Dyal Capital group, indicating continued alignment of interests.

Negatives

• No direct negative financial or operational impacts on Blue Owl Capital Inc. were indicated by this internal transfer.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This internal transfer of securities by a significant owner is specific to Blue Owl Capital Inc. and Dyal Capital's internal structure, and does not directly reflect broader industry trends or competitive dynamics.

Related Party Transactions

• The disposition of 950,000 Class D Shares and Blue Owl Operating Group Units by Dyal Capital SLP LP to certain Dyal Partners for no consideration constitutes a related party transaction.
• Dyal Partners include individuals such as Michael Rees, Andrew Polland, Jennifer Brouse, and other officers or directors of the Issuer, or entities controlled by them.

Stakeholder Impact

• Shareholders: The transaction is an internal transfer within the Dyal Capital group and does not represent a sale into the open market, thus having minimal direct impact on public shareholders. The overall beneficial ownership by the Dyal group remains substantial.

Key Dates

Recommendation

The transaction is an internal transfer of shares for no consideration among related parties. It does not represent a change in the fundamental outlook for Blue Owl Capital Inc., nor does it signal a significant shift in the overall beneficial ownership structure that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as the core investment thesis remains unchanged by this filing.

Keywords

Blue Owl Capital, OWL, Dyal Capital, Insider Transaction, Form 4, Beneficial Ownership, Class D Shares, Operating Group Units