Form 8-K

8-K — BLUE OWL CAPITAL INC.

Accession: 0001193125-26-345635

Filed: 2026-08-12

Period: 2026-08-11

CIK: 0001823945

SIC: 6282 (INVESTMENT ADVICE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d223714d8k.htm (Primary)

EX-99.1 (d223714dex991.htm)

EX-99.2 (d223714dex992.htm)

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8-K

8-K (Primary)

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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): August 11, 2026

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 8.01.

Other Events.

On August 11, 2026, Blue Owl Finance LLC, an indirect subsidiary of Blue Owl Capital Inc.(the “Company”), issued a press release announcing that it had commenced an offering of senior notes due 2036.

On August 11, 2026, Blue Owl Finance LLC issued a press release announcing that it had priced its previously announced offering of $750,000,000 aggregate principal amount of its 6.750% Senior Notes due 2036 (the “notes”). The notes will be fully and unconditionally guaranteed on a joint and several basis by each of the Company, Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Blue Owl Capital Group LLC, Blue Owl GPSC Holdings LLC, Blue Owl Capital GP Holdings LP, Blue Owl GP Stakes GP Holdings LLC, Blue Owl Real Estate GP Holdings LLC, Blue Owl Real Estate Holdings LP and Blue Owl Capital Holdings LLC. The offering is subject to customary closing conditions.

The Company intends to use the net proceeds from the offering to repay a portion of outstanding borrowings under its revolving credit facility.

The notes were offered pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission and only by means of a prospectus and prospectus supplement.

Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, August 11, 2026

99.2

Press Release, August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: August 12, 2026

By:

/s/ Neena A. Reddy

Name:

Neena A. Reddy

Title:

General Counsel and Secretary

EX-99.1

Filename: d223714dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

BLUE OWL CAPITAL ANNOUNCES

SENIOR NOTES OFFERING

NEW YORK,

August 11, 2026 /PRNewswire/ — Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) today announced that its indirect subsidiary, Blue Owl Finance LLC, intends to offer 10-year senior

unsecured notes (the “notes”), subject to market and other conditions. The notes will be fully and unconditionally guaranteed by each of Blue Owl, Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP,

Blue Owl Capital Carry LP, Blue Owl Capital Group LLC, Blue Owl GPSC Holdings LLC, Blue Owl Capital GP Holdings LP, Blue Owl GP Stakes GP Holdings LLC, Blue Owl Real Estate Holdings LP, Blue Owl Real Estate GP Holdings LLC and Blue Owl Capital

Holdings LLC. Blue Owl intends to use the net proceeds from this offering to repay a portion of outstanding borrowings under its revolving credit facility.

BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers.

The notes are being offered pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the

“SEC”) and only by means of a prospectus and prospectus supplement. An electronic copy of the prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies

of the prospectus supplement and accompanying prospectus may be obtained by contacting the joint book-running managers: BofA Securities, Inc.,

NC1-004-03-43, Attn: Prospectus Department, 200 North College Street, 3rd floor, Charlotte NC 8255-0001, Email:

dg.prospectus_requests@bofa.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, Email: prospectus-ny@ny.email.gs.com, Telephone: (866) 471-2526; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities and shall not constitute

an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Blue Owl

Blue Owl (NYSE: OWL) is a leading asset manager that is redefining alternatives®. With

$319 billion in assets under management as of June 30, 2026, we invest across three multi-strategy platforms: Credit, Real Assets and GP Strategic Capital. Anchored by a strong permanent capital base, we provide businesses with private

capital solutions to drive long-term growth and offer institutional investors, individual investors, and insurance companies differentiated alternative investment opportunities that aim to deliver strong performance, risk-adjusted returns, and

capital preservation.

Together with over 1,380 experienced professionals globally, Blue Owl brings the vision and discipline to create the exceptional.

Forward-Looking Statements

Certain statements made

in this release, including those relating to the timing, size and other terms of the offering, are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities

Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”

“believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “target,” “goal,” “objective,”

“outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Any such forward-looking statements are made pursuant to the safe

harbor provisions available under applicable securities laws and speak only as of the date made. Blue Owl assumes no obligation to update or revise any such forward-looking statements except as required by law.

These forward-looking statements are not guarantees of future performance, conditions or results, and

involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Blue Owl’s control, that could cause actual results or outcomes to differ materially from those discussed in the

forward-looking statements.

Important factors, among others, that may affect actual results or outcomes include the inability to recognize the

anticipated benefits of strategic acquisitions; costs related to acquisitions; the inability to maintain the listing of Blue Owl’s shares on the New York Stock Exchange; Blue Owl’s ability to manage growth; Blue Owl’s ability to

execute its business plan and meet its projections; potential litigation involving Blue Owl; changes in applicable laws or regulations; and the possibility that Blue Owl may be adversely affected by other economic, business, geo-political and competitive factors.

Investor Contact

Ann Dai

Head of Investor Relations

blueowlir@blueowl.com

Media Contact

media@blueowl.com

EX-99.2

Filename: d223714dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

BLUE OWL CAPITAL ANNOUNCES

PRICING OF SENIOR NOTES OFFERING

NEW

YORK, August 11, 2026 / PRNewswire/ — Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) today announced the pricing of the previously announced offering of $750,000,000 of 6.750% Senior Notes due 2036 by Blue Owl Finance LLC, its

indirect subsidiary. The notes will be fully and unconditionally guaranteed by each of Blue Owl, Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Blue Owl Capital Group LLC, Blue Owl

GPSC Holdings LLC, Blue Owl Capital GP Holdings LP, Blue Owl GP Stakes GP Holdings LLC, Blue Owl Real Estate Holdings LP, Blue Owl Real Estate GP Holdings LLC and Blue Owl Capital Holdings LLC. The offering is subject to customary closing

conditions.

Blue Owl intends to use the net proceeds from this offering to repay a portion of outstanding borrowings under its revolving credit facility.

BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as joint book-running managers.

The notes were offered pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”)

and only by means of a prospectus and prospectus supplement. An electronic copy of the prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus

supplement and accompanying prospectus may be obtained by contacting the joint book-running managers: BofA Securities, Inc., 201 North Tryon Street, NC1-002-02-25, Charlotte NC 28255-0001, Attn: Prospectus Department, Email:

dg.prospectus_requests@bofa.com, Telephone: (800) 294-1322; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, Email: prospectus-ny@ny.email.gs.com,

Telephone: (866) 471-2526; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities and shall not constitute

an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Blue Owl

Blue Owl (NYSE: OWL) is a leading asset manager that is redefining alternatives®. With

capital preservation.

Together with over 1,380 experienced professionals globally, Blue Owl brings the vision and discipline to create the exceptional.

Forward-Looking Statements

Certain statements made

in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words

“estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,”

“will,” “would,” “should,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions

(or the negative versions of such words or expressions) are intended to identify forward-looking statements. Any such forward-looking statements are made pursuant to the safe harbor provisions available under applicable securities laws and speak

only as of the date made. Blue Owl assumes no obligation to update or revise any such forward-looking statements except as required by law.

These forward-looking statements are not guarantees of future performance, conditions or results, and

forward-looking statements.

Important factors, among others, that may affect actual results or outcomes include the inability to recognize the

Investor Contact

Ann Dai

Head of Investor Relations

blueowlir@blueowl.com

Media Contact

media@blueowl.com

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