Form 4: Owl Rock Entities Transfer OWL Shares to Principals

Owl Rock Capital Feeder LLC and Owl Rock Capital Partners LP reported a disposition of 500,000 Class D Shares and Blue Owl Operating Group Units to Owl Rock Principals for no consideration.

Summary

• Owl Rock Capital Feeder LLC and Owl Rock Capital Partners LP, significant owners of Blue Owl Capital Inc. (OWL), reported a disposition of securities.
• On September 2, 2025, 500,000 Class D Shares and an equal number of Blue Owl Operating Group Units were transferred.
• The disposition was made to certain Owl Rock Principals for no consideration.
• Following this transaction, Owl Rock Capital Feeder LLC beneficially owns 171,004,846 Class D Shares and an equal number of Blue Owl Operating Group Units.
• Blue Owl Operating Group Units are exchangeable for Class B common stock or a cash payment, subject to an exchange agreement dated April 1, 2025.

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction (disposition for no consideration to related parties) that reallocates ownership among principals, not a sale to the open market. The future transaction date is notable but doesn't inherently imply positive or negative sentiment for the company's operational performance.

Negatives

• Owl Rock Capital Feeder LLC disposed of 500,000 Class D Shares and an equal number of Blue Owl Operating Group Units for no consideration, representing a reduction in its direct holdings.

Management Comments

• Each of the Owl Rock Principals expressly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.

Related Party Transactions

• The disposition of 500,000 Class D Shares and Blue Owl Operating Group Units by Owl Rock Capital Feeder LLC to "certain Owl Rock Principals" for no consideration constitutes a related party transaction. The Owl Rock Principals include Messrs. Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum, and Craig Packer, who are associated with the reporting entities and the Issuer.

Stakeholder Impact

• Shareholders: The transaction reallocates ownership among existing principals and does not dilute public shareholders or directly impact the company's outstanding share count in the open market. The total beneficial ownership by the Owl Rock entities remains substantial.
• Management/Principals: The Owl Rock Principals receive shares and units, potentially increasing their direct beneficial ownership or control within the Owl Rock structure.

Key Dates

Recommendation

This Form 4 filing details an internal reallocation of shares and units among related parties for no consideration, rather than an open market sale or a transaction reflecting a change in the company's operational performance or valuation. The transaction itself does not provide new information that would warrant a change in investment thesis for Blue Owl Capital Inc. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals and market conditions.

Keywords

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