Dyal Capital SLP LP filed a Form 4 with the SEC on September 1, 2026, disclosing the disposition of 500,000 Class D shares of Blue Owl Capital Inc. (NYSE:OWL) and an equal number of Blue Owl Operating Group Units for no consideration.

Key Highlights

  • Transaction date: September 1, 2026, with transaction code J (other acquisition or disposition).
  • Shares disposed: 500,000 Class D shares transferred to certain Dyal Partners for no consideration.
  • Equal units disposed: 500,000 Blue Owl Operating Group Units of Blue Owl Capital Holdings LP were also transferred in the same transaction.
  • Remaining beneficial ownership: 131,764,357 Class D shares (and an equal number of Blue Owl Operating Group Units) held indirectly by Dyal Capital SLP LP following the transaction.
  • Reporting person role: Dyal Capital SLP LP is identified as a 10% owner of Blue Owl Capital Inc.
  • Derivative security note: Each Blue Owl Operating Group Unit may be exchanged for an equal number of Class B shares, or a cash payment, upon cancellation of an equal number of Class D shares, per the Third Amended and Restated Exchange Agreement dated April 1, 2025.

Dyal Capital SLP LP Transfers Class D Shares and Operating Units to Dyal Partners

According to the filing, Dyal Capital SLP LP disposed of 500,000 Class D shares of Blue Owl Capital Inc. and an equal number of Blue Owl Operating Group Units of Blue Owl Capital Holdings LP, a Delaware limited partnership, to certain Dyal Partners. The filing states the transfer was made "for no consideration." The transaction was recorded under transaction code J, indicating an other acquisition or disposition outside of open-market purchase or sale.

The filing identifies the recipients of the transferred securities as "limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland, Jennifer Brouse and certain other limited partners that are officers or directors of the Issuer." The filing further states that each of the foregoing and their affiliates "expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of their respective pecuniary interests therein."

Following the reported transaction, Dyal Capital SLP LP indirectly holds 131,764,357 Class D shares and an equal number of Blue Owl Operating Group Units. The filing notes that Blue Owl Operating Group Units do not expire, and upon cancellation of an equal number of Class D shares, each unit may be exchanged for an equal number of newly issued Class B shares, 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 the issuer's Class A shares immediately prior to the applicable exchange date, per the Third Amended and Restated Exchange Agreement dated as of April 1, 2025.

What Was Disclosed

Dyal Capital SLP LP, a 10% owner of Blue Owl Capital Inc. (NYSE:OWL), reported the transfer of 500,000 Class D shares and 500,000 Blue Owl Operating Group Units to certain Dyal Partners for no consideration on September 1, 2026, retaining indirect beneficial ownership of 131,764,357 Class D shares.