Form 4: Dyal Capital Transfers Blue Owl Shares to Partners

Dyal Capital SLP LP disposed of 250,000 Class D Shares and Blue Owl Operating Group Units to certain Dyal Partners for no consideration, effective December 1, 2025.

Summary

• Dyal Capital SLP LP, a 10% owner of Blue Owl Capital Inc., reported a disposition of securities.
• The transaction involved 250,000 Class D Shares of Blue Owl Capital Inc. and an equal number of Blue Owl Operating Group Units of Blue Owl Capital Holdings LP.
• The disposition was made to certain Dyal Partners for no consideration.
• Following this transaction, Dyal Capital SLP LP indirectly beneficially owns 133,564,357 Class D Shares and Blue Owl Operating Group Units.
• The Blue Owl Operating Group Units are exchangeable for an equal number of newly issued Class B Shares of Blue Owl Capital Inc. or a cash payment, subject to the Third Amended and Restated Exchange Agreement dated April 1, 2025.

Sentiment

Score: 5

Explanation: The filing reports an internal transfer of shares and units between Dyal Capital SLP LP and its partners for no consideration, which is a neutral event regarding the company's operational performance or market valuation. It clarifies beneficial ownership structure among related parties.

Future Outlook

Blue Owl Operating Group Units, upon cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of newly issued Class B common stock or, at the election of an exchange committee, a cash payment equal to the five-day volume weighted average price of the Issuer's Class A Shares immediately prior to the exchange date. These units do not expire.

Industry Context

NA

Related Party Transactions

• Disposition of 250,000 Class D Shares and 250,000 Blue Owl Operating Group Units by Dyal Capital SLP LP to certain Dyal Partners for no consideration. The Dyal Partners include officers or directors of the Issuer.

Stakeholder Impact

• Shareholders: No direct impact on public shareholders as this is an internal transfer for no consideration among related parties, primarily clarifying the beneficial ownership structure among key insiders.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this beneficial ownership change.

Next Steps

• Blue Owl Operating Group Units may be exchanged for Class B common stock or a cash payment, subject to the terms of the Third Amended and Restated Exchange Agreement.

Key Dates

Recommendation

This Form 4 reports an internal transfer of shares and units among related parties for no consideration, which does not provide new information to warrant a change in investment recommendation based on the company's operational performance or future prospects. It primarily clarifies beneficial ownership structure and is a pre-planned transaction.

Keywords

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