TABLE OF CONTENTS

New York, New York 10019

The Company intends to make available this proxy statement and the accompanying proxy card on or about April 3, 201928, 2021 to all shareholders entitled to vote at the SpecialAnnual Meeting.

In this proxy statement, references to “Oz Management,“Sculptor Capital,” “our Company,” “the Company,” “the firm,” “we,” “us,” or “our” refer, unless the context requires otherwise, to Och-ZiffSculptor Capital Management, Group LLCInc. (the “Registrant”), a Delaware limited liability company,corporation, and its consolidated subsidiaries, including the OzSculptor Operating Group. References to the “Oz“Charter” refer to our Restated Certificate of Incorporation, dated as of November 5, 2019. References to the “Bylaws” refer to our Amended and Restated Bylaws, effective September 12, 2019.

References to the “Sculptor Operating Group” refer, collectively, to OZ ManagementSculptor Capital LP, a Delaware limited partnership, which we refer to as “OZ Management,” OZSculptor Capital Advisors LP, a Delaware limited partnership, which we refer to as “OZ Advisors I,” OZSculptor Capital Advisors II LP, a Delaware limited partnership, which we refer to as “OZ Advisors II” and each of their consolidated subsidiaries. References to our “Operating Partnerships” refer, collectively, to OZ Management, OZSculptor Capital LP, Sculptor Capital Advisors ILP and OZSculptor Capital Advisors II.II LP. References to our “intermediate holding companies”“Sculptor Corp” refer collectively, to Och-ZiffSculptor Capital Holding Corporation, a Delaware corporation and Och-Ziff Holding LLC, a Delaware limited liability company, both of which are wholly owned subsidiariessubsidiary of Och-ZiffSculptor Capital Management, Group LLC.Inc.

References to our “executive managing directors” refer to the current limited partnersactive executive managing directors of the Oz Operating Group entities, other than our intermediate holding companies, including our founder, Mr. Daniel S. Och,Company, and, except where the context requires otherwise, includealso includes certain limited partnersexecutive managing directors who are no longer active in the business of the Company.our business. References to the ownership of our executive managing directors include the ownership of certain estate and personal planning vehicles, such as family trusts, of such executive managing directors and their immediate family members. References to our “active executive managing directors” refer to executive managing directors who remain active in our business. References to the “Ziffs” refer collectively to Ziff Investors Partnership, L.P. II and certain of its affiliates and control persons.

References to “Class A Shares” refer to our Class A Shares, representing Class A limited liability company interestscommon stock of Oz Management,Sculptor Capital, which are publicly traded and listed on the New York Stock Exchange, which we refer to as the “NYSE.” References to “Class B Shares” refer to Class B Shares of Oz Management,Sculptor Capital, which are not publicly traded, are currently held by our active and former executive managing directors, and have no economic rights but entitle the holders thereof to one vote per share together with the holders of our Class A Shares. References to “Shares” refer to our Class A Shares and Class B Shares, collectively. References to our “shareholders” refer to holders of our Class A Shares and Class B Shares, collectively. The terms “Group A Units,” “Group A-1 Units,” “Group B Units,” “Group D Units,” “Group E Units,” “Group E-1 Units,” “Group E-2 Units” and “Group P Units” refer to the aggregate of interests consisting of one Class A, Class A-1, Class B, Class D, Class E, Class E-1, Class E-2 or Class P, as applicable, common unit in each OzSculptor Operating Group entity, and “Group Unit” or “Unit” refers generally to the aggregate of interests consisting of one common unit of any or all of the Group

AtAs of April 27, 2021, the closeRecord Date for the Annual Meeting, the Class B Shares represent 57.1% of tradingour total combined voting power. Each Class B Shareholder is entitled to one vote per share held of record on January 3, 2019, we effectedall matters submitted to a vote of our shareholders except that Class B Shares that relate to our Group A-1 Units, which represent 11.2% of our total combined voting power, will be voted pro rata in accordance with the previously announced 1-for-10 reverse share split (the “Reverse Share Split”)vote of the Class A Shares. As a resultAccordingly, holders of the Reverse Share Split, every ten issued and outstanding Class A Shares were combined into one Class A Share. Corresponding adjustments were also made to the Class B Shares. ShareShares (other than Class B Shares that relate to our Group A-1 Units) should vote their shares by completing proxies online or by telephone or by mailing their proxy cards, or they may attend and unit amounts presented throughout this proxy statement have been adjusted to give effect tovote via webcast at the Company’s Reverse Share Split.Annual Meeting.

References to our “IPO” refer to our initial public offering of 3.6 million Class A Shares that occurred in November 2007. References to the “2007 Offerings” refer collectively to our IPO and the concurrent private offering of approximately 3.8 million Class A Shares to DIC Sahir Limited, a wholly owned subsidiary of Dubai International Capital LLC, which we refer to as “DIC.” References to the “2011 Offering” refer to our public offering of 3.3 million Class A Shares in November 2011. References to “funds” refer to the multi-strategy, dedicated credit, real estate and other single strategy funds, and other alternative investment vehicles for which we provide asset management services.

No statements made herein, on our website or in any of the materials we file with the United States Securities and Exchange Commission, which we refer to as the “SEC,” constitute, or should be viewed as constituting, an offer of any fund.

Why am I receiving these materials?

You are invited to join the SpecialAnnual Meeting and we request that you vote on the proposalproposals described in this proxy statement. However, you do not need to join the SpecialAnnual Meeting to vote your Shares. Instead, you may simply complete, sign and return the proxy card or vote by telephone or Internet, as discussed below.

How are we distributing our proxy materials?

To expedite delivery, reduce our costs and decrease the environmental impact of printing and mailing our proxy materials, we used “Notice and Access” in accordance with an SEC rule that permits us to provide these materials to our shareholders over the Internet. On April 3, 2019,28, 2021, we sent a Notice of Internet Availability of Proxy Materials to certain of our shareholders containing instructions on how to access our proxy materials online. If you received a Notice, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials online. The Notice also instructs you on how you may submit your proxy via the Internet. If you received a Notice and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice to request a paper or email copy on a one-time or ongoing basis. Shareholders who do not receive the Notice will continue to receive either a paper or electronic copy of this proxy statement.statement and our 2020 Annual Report to Shareholders, which was sent on or about April 28, 2021.

Who is entitled to vote at and attend the SpecialAnnual Meeting?

Only shareholders of record of our Shares at the close of business on the record date, March 18, 2019,April 27, 2021, are entitled to receive notice of, to vote at and join the SpecialAnnual Meeting. Each outstanding Class A Share and Class B Share entitles its holder to cast one vote on each matter to be voted upon. Class B Shares that relate to our Group A-1 Units, which represent 11.2% of our total combined voting power, will be voted pro rata in accordance with the vote of the Class A Shares.

What is the difference between Class A Shares and Class B Shares?

The Class A Shares represent Class A limited liability company interestsshares of the Registrant and are listed on the NYSE. The holders of Class A Shares are entitled to one vote per share and any dividends we may pay. The Class A Shares vote together with the Class B Shares on all matters submitted to a vote of shareholders.

The Class B Shares are held by our active and former executive managing directors. They have no economic rights (and therefore no rights to any dividends or distributions we may pay) and are not publicly traded, but rather entitle the holders to one vote per share together with the Class A Shareholders. Class B Shares that relate to our Group A-1 Units, which represent 11.2% of our total combined voting power, will be voted pro rata in accordance with the vote of the Class A Shares. The Class B Shares are intended solely to provide our active and former executive managing directors with voting interests in Oz ManagementSculptor Capital commensurate with their economic interests in the OzSculptor Operating Group. The Class B Shares are not currently and are not expected to be registered for public sale or listed on the NYSE or any other securities exchange.

What is the difference between holding Shares as a shareholder of record and as a beneficial owner?

Most of the holders of our Class A Shares hold their shares beneficially through a broker or other nominee rather than directly in their own name. All of our Class B Shares are held directly by our active and former executive managing directors in their names. As summarized below, there are some distinctions between Shares owned beneficially and those held of record.

What will I need in order to virtually attend the SpecialAnnual Meeting?

Shares held in your name as the shareholder of record may be voted electronically during the SpecialAnnual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the SpecialAnnual Meeting. If you are a beneficial owner of Shares held in the name of a broker, trustee or other nominee, you must obtain a “legal proxy,” executed in your favor, from such broker, trustee or other nominee to be able to vote electronically at the SpecialAnnual Meeting. Follow the instructions from your broker, trustee or other nominee included with these proxy materials or contact your broker, trustee or other nominee to request a “legal proxy.” You should allow yourself enough time prior to the SpecialAnnual Meeting to obtain this “legal proxy” from the holder of record.

Even if you plan to virtually attend the SpecialAnnual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the SpecialAnnual Meeting.

What constitutes a quorum?

The presence of a quorum is required for business to be conducted at the SpecialAnnual Meeting. The presence at the SpecialAnnual Meeting, in person or by proxy, of the holders of a majority of our Shares outstanding as of the Record Date and entitled to vote shall constitute a quorum. As of the March 18, 2019April 27, 2021 Record Date, 49,905,35357,618,103 Shares (comprised of 20,446,40124,730,221 Class A Shares and 29,458,95232,887,882 Class B Shares) were outstanding and entitled to vote. If you submit a properly executed proxy card, regardless of whether you abstain from voting, you will be considered in determining the presence of a quorum.

How do I vote my shares?

You may vote via webcast at the SpecialAnnual Meeting or by mail. If you are a holder of record of Shares, you also can choose to vote by telephone or electronically through the Internet. If you hold your Shares in “street name” through a broker, trustee or other nominee, you also may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided to you by such broker, trustee or other nominee.

Even if you plan to participate virtually at the SpecialAnnual Meeting, we encourage shareholders to vote well before the SpecialAnnual Meeting, by completing proxies online or by telephone, or by mailing their proxy cards. Shareholders can vote via the Internet in advance of or during the meeting. Any vote properly cast at the SpecialAnnual Meeting will supersede any previously submitted proxy or voting instructions. For additional information, please see “Can I change my vote or revoke my proxy after I return my proxy card?” below.

How does the Board recommend I vote on the proposal?proposals?

The Board’s recommendations are set forth after the description of each proposal in this proxy statement. In summary, the Board recommends a vote “FOR”vote:

How will my Shares be voted if I do not indicate a vote on my proxy card?card or voting instruction form?

Your Shares will be voted as you indicate on the proxy card or voting instruction form, as applicable. If you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your Shares will be voted as recommended by the Board. See the question above entitled “How does the Board recommend I vote on the proposal?proposals?”

Can I change my vote or revoke my proxy after I return my proxy card?card or voting instruction form?

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the SpecialAnnual Meeting. If you are a shareholder of record as of March 18, 2019,April 27, 2021, regardless of the way in which you submitted your original proxy, you may change it by:

If your Shares are held through a broker, trustee or other nominee, you will need to contact that nominee if you wish to change your voting instructions. You may also vote via webcast at the SpecialAnnual Meeting if you obtain a “legal proxy” as described in the answer to the question above entitled “How do I vote my shares?—Voting at the SpecialAnnual Meeting.”

Mere attendance at the SpecialAnnual Meeting will not cause your previously granted proxy to be revoked.

What vote is required to approvehappens if additional matters are presented at the Plan Amendment?Annual Meeting?

ApprovalOther than the items of the adoption of the Plan Amendment requires approval by a majority of the votes cast. A majority of votes cast means that the number of votes cast “for” must exceed the number of votes cast “against.” Abstentionsbusiness described in this proxy statement, we are not counted as votes “for” or “against” this proposal and thus will have no effect on the outcomeaware of the vote.

Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will count the votes and act as the inspector of election.

We will pay the cost of soliciting proxies. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. We are required to request that brokers, trustees and other nominees who hold Shares in their names furnish our proxy materials to the beneficial owners of the Shares, and we must reimburse these brokers, trustees and other nominees for the expenses of doing so in accordance with statutory fee schedules.

The following information relatesprimary functions of our Board of Directors are to:

In addition, our Board, in accordance with our Corporate Governance Guidelines, annually determines whether a Lead Independent Director is necessary and may determine not to designate a Lead Independent Director for so long as Exhibit 10.1the roles of Chairperson of the Board and the Company's Chief Executive Officer are not held by the same individual, or when the Chairperson would not be deemed independent under governing listing standards. The Board has determined that a Lead Independent Director is not necessary at this time.

Pursuant to our Current Report on Form 8-K filed on May 8, 2013,Corporate Governance Guidelines, the independent directors meet in executive sessions, at which the Chairperson presides, without management present at least once every quarter. Following these sessions, the Chairperson of the Board provides management with specific feedback and input regarding information flow, agenda items and any other relevant matters, thereby enhancing the oversight function of the independent directors and the First Amendment to the 2013 Plan that was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on May 9, 2017.

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating, Corporate Governance and Conflicts Committee and the Committee on Corporate Responsibility and Compliance. Our Corporate Governance Guidelines provide that the Board may establish and maintain other committees from time to time, as it deems necessary and appropriate. The following istable provides a summary of the material termsmembership of the 2013 Plan,Board and each of its standing committees as amended, assumingof April 28, 2021. If elected, it is expected that Meghna Desai will join committees immediately after the Plan AmendmentAnnual Meeting. 

The current members of the Audit Committee are Ms. Engel, Mr. Srikrishnan, and Ms. Proctor. Ms. Proctor currently serves as Chair. Ms. Proctor is not standing for re-election at the SpecialAnnual Meeting. Immediately following the Annual Meeting, our Board of Directors expects to appoint an independent director to the Plan Amendment will become effective asAudit Committee and appoint the Chair of the dateAudit Committee. The Board has determined that each of such approvalMr. Srikrishan and if approved, will continueMs. Proctor is an “Audit Committee Financial Expert” for purposes of SEC rules, as each possesses accounting and related financial management expertise. The Board also has determined in effect until terminated by the Board except as noted below, providedits business judgment that if the Plan Amendment is not approved by our shareholders, the Plan Amendment will not be effective. Mr. Och has agreed, in his capacity as soleeach member of the Class B ShareholderAudit Committee to vote in favoris financially literate, as required by the NYSE. All members of our Audit Committee are independent directors within the meaning of the Director Independence Standards included in the Company’s Corporate Governance Guidelines, the NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Corporate Governance Guidelines and Audit Committee Charter restrict Audit Committee members from simultaneously serving on the

The current members of the Compensation Committee are Ms. Engel, Mr. Och votesBonanno and Ms. Proctor. Ms. Engel was appointed as the Chair on April 22, 2021 and currently serves as Chair. Ms. Proctor is not standing for re-election at the Annual Meeting. Immediately following the Annual Meeting, our Board of Directors expects to appoint an independent director to the Compensation Committee. All members of our Compensation Committee are independent directors within the meaning of the Director Independence Standards included in the Company’s Corporate Governance Guidelines and the NYSE listing standards applicable to compensation committee members and are also “non-employee” directors as defined by Rule 16b-3(b)(3) under the Exchange Act.

During 2020, each then incumbent member of the Board attended 75% or more of the aggregate of the total number of meetings of the Board and the total number of meetings held by committees on which he has agreed, thenor she served during the Plan Amendmentperiod for which he or she was a director or committee member.

In evaluating whether to nominate an incumbent director whose term of office is about to expire, and subject to the agreements described below and in “Certain Agreements of the Registrant and the Sculptor Operating Group Entities,” the Nominating, Corporate Governance and Conflicts Committee also reviews the director’s overall service to the Company during his or a participating subsidiary or affiliate (which are OZ Management, OZ Advisors Iher term, including the number of meetings attended, participation in and OZ Advisors IIcontribution to the deliberation of the Board and each other subsidiary or affiliate thatits committees, independence matters, and the benefits of continuity among Board members. In the event such incumbent director is a member of the OzNominating, Corporate Governance and Conflicts Committee, such director recuses himself or herself from that portion of the meeting.

In accordance with the selection process and agreements described above, the Nominating, Corporate Governance and Conflicts Committee recommended that the Board of Directors nominate a slate of candidates for election as definedClass II directors at the Annual Meeting.

Relevant communications will be distributed to any or all directors as appropriate depending on the facts and circumstances outlined in the Operating Agreement) may grantindividual communication. In accordance with instructions from the Board, the Office of the Secretary reviews all correspondence, organizes the communications for review by the Board and distributes such communications to the full Board, to the independent directors or sell equity-based awards based onto one or consistingmore individual members, as appropriate. In addition, at the request of Class A Shares, Class B Shares,the Board, communications that do not directly relate to our Board’s duties and interests in theresponsibilities as directors will be excluded from distribution. Such excluded items include, among others, “spam,” advertisements, mass mailings, form letters, and email campaigns that involve unduly large numbers of similar communications; solicitations for goods, services, employment or contributions; and surveys. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will also be screened for omission. Any excluded communication will be made available to any director upon his or her request.

The 2013 Plan providesSarbanes-Oxley Act of 2002 requires companies to have procedures in place to receive and address complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the issuanceconfidential and anonymous submission by employees of options, share appreciation rights, restricted shares, restricted share units,concerns regarding questionable accounting or auditing matters. We currently have such procedures in place and our Audit Committee is responsible for overseeing them.

Our Board currently consists of seven members. Our Board may consist of such awards will lapse; (ii) the Performance Goals (as defined in the 2013 Plan) and periods applicable to awards; (iii) the exercise price, base price or purchase price, if any, of awards; (iv) the vesting schedule applicable to awards; (v) theother number of Class A Shares, Class B Shares or LTIP Units subject to awards; and (vi) any amendments to the terms and conditions of outstanding awards, including but not limited to reducing the exercise price or base price of such awards, extending the exercise period of such awards and accelerating the vesting schedule of such awards);

Two of our current directors are standing for election, Ms. Marcy Engel and Mr. Bharath Srikrishnan, both Class II directors, who have consented to serve for an additional three-year term ending at the number of Class B Shares issued2024 Annual Meeting and until their successors are duly elected or appointed and qualified. Additionally, Ms. Meghna Desai, a new nominee standing for election as a featureClass II director, has consented to serve for a three-year term ending at the 2024 Annual Meeting and until her successor is duly elected or appointed and qualified. Ms. Georganne C. Proctor, a current Class II director, is not standing for re-election. Accordingly, Ms. Proctor is not included as a nominee for election and her term will end at the Annual Meeting.

We do not know of any reason why the nominees would be unable to serve as Class II directors. However, if any of the LTIP Unitsnominees should become unavailable to serve, the Board may not exceeddesignate a substitute nominee or reduce the number of Class A Shares acquirable upon the exchangesize of the LTIP Units included in such LTIP UnitsBoard. If the Board designates a substitute nominee, the persons named as proxyholder will vote “FOR” that substitute nominee.

“FOR” the election of Ms. Engel, Mr. Srikrishnan and that suchMs. Desai as Class B Shares are canceled to the extentII directors.

The following table sets forth biographical information as of and at the same time that the exchangeable LTIP Units are exchanged for such Class A Shares. LTIP Units may be structured as profits interests, capital interests or other types of partnership interests for federal income tax purposes. The Administrator has the authority to determine the number of Class A Shares, interests, units or rights underlying LTIP Units in light of all applicable circumstances, including but not limited to performance-based vesting conditions, operating partnership capital account allocations, value accretion factors, and conversion or exchange ratios, to the extent set forth in the limited partnership agreements of the Operating Partnerships (the “Operating Group Limited Partnership Agreements”), the Internal Revenue Code (the “Code”) or otherwise.

Although not required, the Board has put this proposal before the Shareholders because it believes that seeking Shareholder ratification of the Audit Committee’s appointment of our independent registered public accounting firm is good corporate governance practice. This vote is only advisory, however, because the Audit Committee has the sole authority to retain and dismiss our independent registered public accounting firm. If the appointment of Ernst & Young LLP is not ratified, the Audit Committee will evaluate the basis for the Shareholders’ vote when determining whether to continue the firm’s engagement. Even if the appointment is ratified, the Audit Committee in its sole discretion atmay direct the timeappointment of grant; provided, however, that the exercise price relating to each Class A Share purchasable under an option may not be less than one hundred percent (100%) of the fair market value of each Class A Share on the date of grant.

“FOR” the right to require the participant to remit to any such participating entity in cash an amount sufficient to satisfy any non-U.S. or U.S. federal, state and local withholding tax requirements related thereto. With the approvalratification of the Administrator, a participant may elect to satisfy the foregoing requirement by electing to have any participating entity withhold from deliveryAudit Committee’s appointment of Class A Shares, LTIP Units, or other property or by delivering already owned unrestricted Class A Shares, LTIP Units, or other property, in each case having a value equal to the minimum amount of tax required to be withheld. Such Class A Shares, LTIP Units, or other property will be valued at their fair market value, if any, on the business day immediately preceding the date on which the amount of tax to be withheld is determined. Fractional share or unit amounts will be settled in cash. Such an election may be made with respect to all or any portion of the Class A Shares, LTIP Units, or other property to be delivered pursuant to an award. Each participating entity may also use any other method of obtaining the necessary payment or proceeds, Ernst & Young LLP

as permitted by law, to satisfy its withholding obligation with respect to any award.our independent registered public accounting firm for 2021.

Principal Accountant Fees and Termination of the Plan

The following table summarizes the securities authorizedaggregate fees billed for issuance underprofessional services provided to the Company’s equity compensation plans as ofCompany by Ernst & Young LLP for the years ended December 31, 2018:2020 and 2019:

The BoardAudit Committee determined that the non-audit services provided by Ernst & Young LLP during the year ended December 31, 2020 were compatible with maintaining the independence of Directors recommends that shareholders voteErnst & Young LLP.

Our Audit Committee has adopted a policy implementing the adoptionSEC’s rules requiring it to pre-approve all audit, audit-related and all permissible non-audit services performed by our independent registered public accounting firm. These pre-approval requirements are intended to comply with rules of the Plan AmendmentSEC and the Public Company Accounting Oversight Board, which are applicable to all public companies, and to help assure that the provision of services does not impair our independent registered public accounting firm’s independence from the Company. The policy specifically sets forth services that are pre-approved, as well as services that are prohibited. Any request to provide a service that has been pre-approved by the Audit Committee is submitted to the Company’s 2013 Plan.Chief Executive Officer or the Chief Financial Officer for authorization. If there is any question as to whether a service has been pre-approved, the Audit Committee or the Chair of the Audit Committee is consulted for a determination. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.

The officers and employeesAudit Committee reviews our financial reporting process on behalf of the Company, its affiliatesBoard. Management has the primary responsibility for the financial statements, the reporting process and maintaining our system of internal control over financial reporting. Our independent registered public accounting firm was engaged to audit and express opinions on the conformity of our financial statements to generally accepted accounting principles in the United States, or U.S. GAAP, and the effectiveness of our internal control over financial reporting.

In this context, the Audit Committee has reviewed and discussed the audited financial statements prepared for inclusion in our Annual Report on Form 10-K for the year ended December 31, 2020 and our subsidiariesinternal control over financial reporting with management and Ernst & Young LLP, our independent registered public accounting firm. The Audit Committee also has reviewed and discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. As part of that review, the Audit Committee has received the written disclosures and the letter from Ernst & Young LLP regarding communications with the Audit Committee concerning independence that are required by applicable rules of the PCAOB and has discussed with Ernst & Young LLP its independence from management and the Company.