Michael Douglass Rees, Co-President and Director of Blue Owl Capital Inc. (NYSE:OWL), filed a Form 4 on November 6, 2026, disclosing an acquisition of 1,046,859 Class C Shares at a price of $0 on November 5, 2026, under the company's equity incentive plan.

Key Highlights

  • Transaction date: November 5, 2026, with 1,046,859 Class C Shares acquired at $0 by Blue Owl Management Vehicle LP on behalf of Rees.
  • Post-transaction holdings: Following the reported transaction, Rees holds 8,720,765 Class C Shares indirectly, plus a separate indirect holding of 100,080 Class C Shares through Blue Owl GP Stakes II (A) LP.
  • Derivative securities: An equal number of 1,046,859 Blue Owl Operating Group Units were also acquired at $0, with underlying Class A Shares on a 1-for-1 basis; the derivative position following the transaction stands at 8,720,765 units.
  • Vesting and lock-up: According to the filing, the Incentive Units are "fully vested upon the grant date, but are subject to a lock-up period of one year from the grant date."
  • Separate exempt distribution: The 100,080 Class C Shares held indirectly represent securities received by Blue Owl GP Stakes II (A) LP in a pro rata distribution "for no consideration exempt under Rule 16a-9."
  • Exchange feature: Blue Owl Operating Group Units may be exchanged for an equal number of newly issued Class A Shares, or at the election of an exchange committee, a cash payment based on a five-day volume weighted average price.

Rees Receives Incentive-Plan Grant of Class C Shares and Operating Group Units

According to the Form 4 filed with the SEC, Michael Douglass Rees, who serves as Co-President and Director of Blue Owl Capital Inc. (NYSE:OWL), acquired 1,046,859 Class C Shares on November 5, 2026, at a price of $0. The securities were issued to Blue Owl Management Vehicle LP, a Delaware limited partnership, in respect of Class P Units of Blue Owl Capital Holdings LP granted to that entity on behalf of Rees under the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan. The filing states that Rees holds Incentive Units of Blue Owl Management Vehicle, "which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis."

The filing further explains that the Incentive Units are fully vested at grant but carry a one-year lock-up. After the lock-up expires and an equal number of Class C Shares are cancelled, the corresponding Blue Owl Operating Group Units may be exchanged for newly issued Class A Shares, or for a cash payment equal to the five-day volume weighted average price of Class A Shares, at the election of an exchange committee of the general partner of Blue Owl Holdings. The filing notes that Blue Owl Operating Group Units "do not expire." Following the reported transaction, Rees indirectly holds 8,720,765 Class C Shares and an equal number of Blue Owl Operating Group Units in this tranche.

A separate indirect holding of 100,080 Class C Shares and 100,080 Blue Owl Operating Group Units is reported through Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership. The filing identifies these as a pro rata distribution received for no consideration and exempt under Rule 16a-9. Rees is described as "a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent," and the filing states he "expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein."

What Was Disclosed

The filing reports Co-President Michael Douglass Rees's acquisition of 1,046,859 Class C Shares and an equal number of Blue Owl Operating Group Units on November 5, 2026, at $0, under Blue Owl Capital's omnibus equity incentive plan, plus a separate exempt indirect holding of 100,080 Class C Shares.