| Item 1. | |
| (a) | Name of issuer:
BLUE OWL CAPITAL INC. |
| (b) | Address of issuer's principal executive offices:
399 Park Avenue, New York, New York, 10022 |
| Item 2. | |
| (a) | Name of person filing:
(i) BB Holdings AC LP, a Delaware limited partnership ("BB Holdings AC").
(ii) BB Holdings AA LP, a Delaware limited partnership ("BB Holdings AA" and, together with BB Holdings AC, the "ICQ Limited Partnerships").
(iii) ICQ BB GP, LLC, a Delaware limited liability company ("ICQ BB"), is the general partner of the ICQ Limited Partnerships.
(iv) Co-Investment Portfolio 2021 LP, a Delaware limited partnership ("Co-Investment Portfolio 2021").
(v) Co-Investment Portfolio GP II LP, a Delaware limited partnership ("Co-Investment Portfolio GP"), is the general partner of Co-Investment Portfolio 2021.
(vi) ICQ Co-Investment II TT GP, LLC, a Delaware limited liability company ("ICQ Co-Investment"), is the general partner of Co-Investment Portfolio GP.
(vii) ICONIQ Capital, LLC, a Delaware limited liability company ("ICONIQ Capital"), is the investment manager to Income Co-Investment Portfolio 2026 LP ("Co-Investment Portfolio 2026").
(viii) ICONIQ Capital Group, L.P., a Delaware limited partnership ("ICONIQ Group"), is the sole member of ICONIQ Capital.
(ix) ICONIQ Capital Group GP, LLC, a Delaware limited liability company ("ICONIQ Group GP " and, together with ICQ BB and ICQ Co-Investment, the "Ultimate General Partners"), is the general partner of ICONIQ Group.
(x) Divesh Makan, a citizen of the United States ("Makan" and, together with the ICQ Limited Partnerships, Co-Investment Portfolio 2021, ICONIQ Capital, the Ultimate General Partners, Co-Investment Portfolio GP, ICONIQ Group, the "Reporting Persons"), is the managing member of each of the Ultimate General Partners and may be deemed to have voting, investment, and dispositive power with respect to the shares held by the ICQ Limited Partnerships, Co-Investment Portfolio 2021, and Co-Investment Portfolio 2026. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale Street, Suite 2300, San Francisco, CA 94105. |
| (c) | Citizenship:
(i) BB Holdings AC is a Delaware limited partnership.
(ii) BB Holdings AA LP is a Delaware limited partnership.
(iii) ICQ BB is a Delaware limited liability company.
(iv) Co-Investment Portfolio 2021 is a Delaware limited partnership.
(v) Co-Investment Portfolio GP is a Delaware limited partnership.
(vi) ICQ Co-Investment is a Delaware limited liability company.
(vii) ICONIQ Capital is a Delaware limited liability company.
(viii) ICONIQ Group is a Delaware limited partnership.
(ix) ICONIQ Group GP is a Delaware limited liability company.
(x) Divesh Makan is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
|
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of March 31, 2026:
(i) BB Holdings AC directly owns 3,500,000 shares of Class A Common Stock.
(ii) BB Holdings AA directly owns 20,000,000 shares of Class A Common Stock.
(iii) ICQ BB may be deemed to beneficially own 23,500,000 shares of Class A Common Stock, held by the ICQ Limited Partnerships.
(iv) Co-Investment Portfolio 2021 directly owns 10,000,000 shares of Class A Common Stock.
(v) Co-Investment Portfolio GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, held by Co-Investment Portfolio 2021.
(vi) ICQ Co-Investment may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, beneficially owned by the Co-Investment Portfolio GP.
(vii) ICONIQ Capital may be deemed to beneficially own 853,844 shares of Class A Common Stock, held by Co-Investment Portfolio 2026.
(viii) ICONIQ Group may be deemed to beneficially own 853,844 shares of Class A Common Stock, beneficially owned by ICONIQ Capital.
(ix) ICONIQ Group GP may be deemed to beneficially own 853,844 shares of Class A Common Stock, beneficially owned by ICONIQ Group.
(x) Makan may be deemed to beneficially own 34,353,844 shares of Class A Common Stock, held by the ICQ Limited Partnerships, Co-Investment Portfolio 2021, and Co-Investment Portfolio 2026. |
| (b) | Percent of class:
As of March 31, 2026:
(i) BB Holdings AC directly owns 3,500,000 shares of Class A Common Stock, which represents approximately 0.5% of the outstanding Class A Common Stock. The 3,500,000 shares of Class A Common Stock held by BB Holdings AC represents 0.5% of the aggregate combined voting power of the Class A Common Stock.
(ii) BB Holdings AA directly owns 20,000,000 shares of Class A Common Stock, which represents approximately 3.0% of the outstanding Class A Common Stock. The 20,000,000 shares of Class A Common Stock held by BB Holdings AA represents 3.0% of the aggregate combined voting power of the Class A Common Stock.
(iii) ICQ BB may be deemed to beneficially own 23,500,000 shares of Class A Common Stock, held by the ICQ Limited Partnerships, which represents approximately 3.5% of the outstanding Class A Common Stock. The 23,500,000 shares of Class A Common Stock beneficially owned by ICQ BB represents 3.5% of the aggregate combined voting power of the Class A Common Stock.
(iv) Co-Investment Portfolio 2021 directly owns 10,000,000 shares of Class A Common Stock, which represents approximately 1.5% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by Co-Investment Portfolio 2021 represents 1.5% of the aggregate combined voting power of the Class A Common Stock.
(v) Co-Investment Portfolio GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, held by Co-Investment Portfolio 2021, which represents approximately 1.5% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock beneficially owned by Co-Investment Portfolio GP represents 1.5% of the aggregate combined voting power of the Class A Common Stock.
(vi) ICQ Co-Investment may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, beneficially owned by Co-Investment Portfolio GP, which represents approximately 1.5% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock beneficially owned by ICQ Co-Investment represents 1.5% of the aggregate combined voting power of the Class A Common Stock.
(vii) ICONIQ Capital may be deemed to beneficially own 853,844 shares of Class A Common Stock, which represents approximately 0.1% of the outstanding Class A Common Stock. The 853,844 shares of Class A Common Stock held by Co-Investment Portfolio 2026 represents 0.1% of the aggregate combined voting power of the Class A Common Stock.
(viii) ICONIQ Group may be deemed to beneficially own 853,844 shares of Class A Common Stock, beneficially owned by ICONIQ Capital, which represents approximately 0.1% of the outstanding Class A Common Stock. The 853,844 shares of Class A Common Stock beneficially owned by ICONIQ Group represents 0.1% of the aggregate combined voting power of the Class A Common Stock.
(ix) ICONIQ Group GP may be deemed to beneficially own 853,844 shares of Class A Common Stock, beneficially owned by ICONIQ Group, which represents approximately 0.1% of the outstanding Class A Common Stock. The 853,844 shares of Class A Common Stock beneficially owned by ICONIQ Group GP represents 0.1% of the aggregate combined voting power of the Class A Common Stock.
(x) Makan may be deemed to beneficially own 34,353,844 shares of Class A Common Stock, held by the ICQ Limited Partnerships, Co-Investment Portfolio 2021, and Co-Investment Portfolio 2026, which represents approximately 5.1% of the outstanding Class A Common Stock. The 34,353,844 shares of Class A Common Stock held by the ICQ Limited Partnerships, Co-Investment Portfolio 2021, and Co-Investment Portfolio 2026 and beneficially owned by Makan represents 5.1% of the aggregate combined voting power of the Class A Common Stock.
The percent of class was calculated based on 675,802,413 shares of Class A Common Stock outstanding as of March 31, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 1, 2026. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
As of March 31, 2026:
(i) BB Holdings AC had sole power to vote or direct the vote of 3,500,000 shares of Class A Common Stock.
(ii) BB Holdings AA had sole power to vote or direct the vote of 20,000,000 shares of Class A Common Stock.
(iii) ICQ BB had sole power to vote or direct the vote of 23,500,000 shares of Class A Common Stock, held by the ICQ Limited Partnerships.
(iv) Co-Investment Portfolio 2021 had sole power to vote or direct the vote of 10,000,000 shares of Class A Common Stock.
(v) Co-Investment Portfolio GP had sole power to vote or direct the vote of 10,000,000 shares of Class A Common Stock, held by Co-Investment Portfolio 2021.
(vi) ICQ Co-Investment had sole power to vote or direct the vote of 10,000,000 shares of Class A Common Stock, beneficially owned by the Co-Investment Portfolio GP.
(vii) ICONIQ Capital had sole power to vote or direct the vote of 853,844 shares of Class A Common Stock.
(viii) ICONIQ Group had sole power to vote or direct the vote of 853,844 shares of Class A Common Stock.
(ix) ICONIQ Group GP had sole power to vote or direct the vote of 853,844 shares of Class A Common Stock.
(x) Makan had sole power to vote or direct the vote of 34,353,844 shares of Class A Common Stock.
|
| | (ii) Shared power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had shared power to vote or direct the vote of 0 shares of Class A Common Stock.
|
| | (iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026:
(i) BB Holdings AC had sole power to dispose or direct the disposition of 3,500,000 shares of Class A Common Stock.
(ii) BB Holdings AA had sole power to dispose or direct the disposition of 20,000,000 shares of Class A Common Stock.
(iii) ICQ BB had sole power to dispose or direct the disposition of 23,500,000 shares of Class A Common Stock, held by the ICQ Limited Partnerships.
(iv) Co-Investment Portfolio 2021 had sole power to dispose or direct the disposition of 10,000,000 shares of Class A Common Stock.
(v) Co-Investment Portfolio GP had sole power to dispose or direct the disposition of 10,000,000 shares of Class A Common Stock, held by Co-Investment Portfolio 2021.
(vi) ICQ Co-Investment had sole power to dispose or direct the disposition of 10,000,000 shares of Class A Common Stock, beneficially owned by the Co-Investment Portfolio GP.
(vii) ICONIQ Capital had sole power to dispose or direct the disposition of 853,844 shares of Class A Common Stock.
(viii) ICONIQ Group had sole power to dispose or direct the disposition of 853,844 shares of Class A Common Stock.
(ix) ICONIQ Group GP had sole power to dispose or direct the disposition of 853,844 shares of Class A Common Stock.
(x) Makan had sole power to dispose or direct the disposition of 34,353,844 shares of Class A Common Stock.
|
| | (iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had shared power to dispose or direct the disposition of 0 shares of Class A Common Stock.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)