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    SEC Form 8-K filed by Blue Owl Capital Inc.

    3/28/25 4:32:36 PM ET
    $OWL
    Investment Managers
    Finance
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    8-K
    false 0001823945 0001823945 2025-03-26 2025-03-26

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of report (Date of earliest event reported): March 26, 2025

     

     

    BLUE OWL CAPITAL INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-39653   86-3906032

    (State or other jurisdiction of

    incorporation or organization)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

    399 Park Avenue, New York, NY 10022

    (address of principal executive offices)

    (212) 419-3000

    (Registrant’s telephone number, including area code)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    symbol(s)

     

    Name of each exchange

    on which registered

    Class A Shares   OWL   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     


    Item 5.02

    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On March 26, 2025, the Board of Directors (the “Board”) of Blue Owl Capital Inc. (the “Company”) appointed Jennifer Brouse as a member of the Board, filling the vacancy from the prior resignation of Sean Ward.

    Ms. Brouse was designated to the Board by the Dyal Principal Representative pursuant to the Amended and Restated Investor Rights Agreement dated as of August 7, 2023, between the Company, certain former equity holders of Owl Rock and certain former equity holders of Dyal Capital (as amended from time to time, the “Investor Rights Agreement”), a copy of which is attached as Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on February 21, 2025.

    Ms. Brouse has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

    Ms. Brouse is employed by the Company as a Managing Director, Chief Operating Officer of the GP Strategic Capital platform and a member of the GP Strategic Capital Investment Team. No additional compensation will be paid to her for her services as a director. Ms. Brouse has entered into the Company’s standard indemnification agreement.


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        BLUE OWL CAPITAL INC.
    Date: March 28, 2025     By:  

    /s/ Neena A. Reddy

        Name:   Neena A. Reddy
        Title:   General Counsel and Secretary 
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