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): November 11, 2022

BLUE OWL CAPITAL INC.

(Exact name of registrant as specified in its charter)

(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:

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

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 November 11, 2022, Michael D. Rees, Co-President and member of the Board of Directors of Blue Owl Capital Inc. (the “Company”) voluntarily agreed to waive his right to receive 50% of the Additional Compensation (as defined and further described in his Employment and Restrictive Covenant Agreement, dated as of December 23, 2020 (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 28, 2020), as amended on February 25, 2022 (filed as Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed with the SEC on February 28, 2022)) that he otherwise was eligible to earn for fiscal year 2022. Mr. Rees also released the Company and its affiliates against all claims in respect of such waived Additional Compensation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.