DigitalBridge Group, Inc. 10-Q

Item 1. Financial Statements. DigitalBridge Group, Inc. Consolidated Balance Sheets (In thousands, except per share data) September 30, 2023 (unaudited) December 31, 2022 Assets Cash and cash equivalents $ 434,044 $ 918,254 Restricted cash 104,626 118,485 Investments ($ 276,457 and $ 426,032 at fair value) 1,879,981 1,242,001 Real estate 3,050,577 5,921,298 Goodwill 466,092 761,368 Deferred leasing costs and intangible assets 697,754 1,092,167 Other assets ($ 0 and $ 11,793 at fair value) 165,340 654,050 Due from affiliates 69,695 45,360 Assets held for disposition 3,982 275,520 Total assets $ 6,872,091 $ 11,028,503 Liabilities Corporate debt $ 371,121 $ 568,912 Non-recourse investment-level debt 2,786,052 4,587,228 Intangible liabilities 20,833 29,824 Other liabilities ($ 131,435 and $ 183,628 at fair value) 668,572 1,272,096 Liabilities related to assets held for disposition 175 380 Total liabilities 3,846,753 6,458,440 Commitments and contingencies (Note 17) Redeemable noncontrolling interests 27,178 100,574 Equity Stockholders’ equity: Preferred stock, $ 0.01 par value per share; $ 821,899 and $ 827,779 liquidation preference; 250,000 shares authorized; 32,876 and 33,111 shares issued and outstanding 794,670 800,355 Common stock, $ 0.01 and $ 0.04 par value per share Class A, 237,250 shares authorized; 163,264 and 159,763 shares issued and outstanding 1,632 6,390 Class B, 250 shares authorized; 166 shares issued and outstanding 2 7 Additional paid-in capital 7,835,826 7,818,068 Accumulated deficit ( 6,941,470 ) ( 6,962,613 ) Accumulated other comprehensive income (loss) 113 ( 1,509 ) Total stockholders’ equity 1,690,773 1,660,698 Noncontrolling interests in investment entities 1,241,556 2,743,896 Noncontrolling interests in Operating Company 65,831 64,895 Total equity 2,998,160 4,469,489 Total liabilities, redeemable noncontrolling interests and equity $ 6,872,091 $ 11,028,503 The accompanying notes form an integral part of the consolidated financial statements. 4 Table of Contents DigitalBridge Group, Inc. Supplemental Schedule to Consolidated Balance Sheets (In thousands) (Unaudited) Investment Management Operating Corporate and Other September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Assets Cash and cash equivalents $ 62,212 $ 39,563 $ 59,982 $ 65,975 $ 311,850 $ 812,716 Restricted cash 4,116 2,298 98,701 114,442 1,809 1,745 Investments (Note 4) 568,892 395,327 — 4,638 1,311,089 842,036 Real estate (Note 5) — — 3,050,577 5,921,298 — — Goodwill (Note 6) 466,092 298,248 — 463,120 — — Deferred leasing costs and intangible assets (Note 6) 110,287 85,172 586,987 1,006,469 480 526 Other assets (Note 7) 29,771 13,356 89,234 573,229 46,335 67,465 Due from affiliates (Note 16) 67,424 41,458 — — 2,271 3,902 $ 1,308,794 $ 875,422 $ 3,885,481 $ 8,149,171 $ 1,673,834 $ 1,728,390 Liabilities Corporate debt (Note 8) $ 199,745 $ 198,677 $ 70,499 $ 70,120 $ 100,877 $ 300,115 Non-recourse investment-level debt (Note 8) — — 2,781,637 4,586,765 4,415 463 Intangible liabilities (Note 6) — — 20,833 29,824 — — Other liabilities (Note 7) 369,772 342,696 118,977 725,236 179,823 204,164 $ 569,517 $ 541,373 $ 2,991,946 $ 5,411,945 $ 285,115 $ 504,742 Redeemable noncontrolling interests (Note 10) $ 909 $ 680 $ — $ — $ 26,269 $ 99,894 Noncontrolling interests in investment entities (1) 228,838 136,668 837,793 2,463,559 173,838 113,390 __________ (1) Excludes amounts related to assets held for disposition in connection with discontinued operations. The accompanying notes form an integral part of the consolidated financial statements. 5 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues Fee income ($ 63,496 , $ 40,350 , $ 183,112 and $ 125,757 from affiliates) $ 65,240 $ 41,263 $ 190,108 $ 128,418 Carried interest allocation 168,891 121,698 193,389 201,398 Principal investment income 17,943 11,531 51,914 34,429 Property operating income 214,058 244,336 679,738 681,098 Other income ($ 1,210 , $ 995 , $ 3,839 and $ 5,693 from affiliates) 10,948 11,024 37,024 33,975 Total revenues 477,080 429,852 1,152,173 1,079,318 Expenses Property operating expense 94,481 105,987 289,838 287,280 Interest expense 49,894 53,032 173,112 143,450 Investment expense 5,728 9,510 16,732 26,262 Transaction-related costs 896 3,879 10,536 6,800 Placement fees 15 — 3,668 — Depreciation and amortization 128,000 145,594 419,136 429,513 Compensation expense—cash and equity-based 74,714 65,544 232,356 183,878 Compensation expense—incentive fee and carried interest allocation 72,865 80,831 72,110 109,548 Administrative expenses 24,077 29,909 76,346 84,147 Total expenses 450,670 494,286 1,293,834 1,270,878 Other gain (loss), net 254,827 25,908 100,545 ( 170,229 ) Income (loss) from continuing operations before income taxes 281,237 ( 38,526 ) ( 41,116 ) ( 361,789 ) Income tax benefit (expense) 143 7,841 ( 4,168 ) 17,772 Income (loss) from continuing operations 281,380 ( 30,685 ) ( 45,284 ) ( 344,017 ) Income (loss) from discontinued operations ( 2,603 ) ( 90,302 ) ( 20,799 ) ( 188,735 ) Net income (loss) 278,777 ( 120,987 ) ( 66,083 ) ( 532,752 ) Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 132 ( 6,442 ) 4,634 ( 31,989 ) Investment entities ( 17,746 ) ( 60,623 ) ( 142,241 ) ( 152,770 ) Operating Company 19,918 ( 4,834 ) 1,511 ( 30,786 ) Net income (loss) attributable to DigitalBridge Group, Inc. 276,473 ( 49,088 ) 70,013 ( 317,207 ) Preferred stock dividends 14,645 15,283 43,996 46,801 Preferred stock repurchases — ( 1,098 ) ( 927 ) ( 1,098 ) Net income (loss) attributable to common stockholders $ 261,828 $ ( 63,273 ) $ 26,944 $ ( 362,910 ) Income (loss) per share—basic Income (loss) from continuing operations per common share—basic $ 1.61 $ 0.07 $ 0.29 $ ( 1.33 ) Net income (loss) attributable to common stockholders per common share—basic $ 1.60 $ ( 0.39 ) $ 0.17 $ ( 2.37 ) Income (loss) per share—diluted Income (Loss) from continuing operations per common share—diluted $ 1.49 $ 0.07 $ 0.28 $ ( 1.33 ) Net income (loss) attributable to common stockholders per common share—diluted $ 1.48 $ ( 0.39 ) $ 0.16 $ ( 2.37 ) Weighted average number of shares Basic 160,564 162,398 159,600 153,028 Diluted 173,862 162,398 164,020 153,028 Dividends declared per common share $ 0.01 $ 0.01 $ 0.03 $ 0.01 The accompanying notes form an integral part of the consolidated financial statements. 6 Table of Contents DigitalBridge Group, Inc. Supplemental Schedule to Consolidated Statements of Operations (In thousands) (Unaudited) Investment Management Operating Corporate and Other Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2023 2022 2023 2022 2023 2022 Revenues Fee income (Note 14) $ 66,058 $ 42,039 $ — $ — $ ( 818 ) $ ( 776 ) Carried interest allocation 168,891 121,698 — — — — Principal investment income 1,451 1,016 — — 16,492 10,515 Property operating income (Note 5) — — 214,058 225,323 — 19,013 Other income 1,255 1,914 319 64 9,374 9,046 Total revenues 237,655 166,667 214,377 225,387 25,048 37,798 Expenses Property operating expense — — 94,481 100,051 — 5,936 Interest expense 2,651 2,953 45,305 40,770 1,938 9,309 Investment expense 409 1,711 5,084 5,288 235 2,511 Transaction-related costs 881 1,282 — — 15 2,597 Placement fees 15 — — — — — Depreciation and amortization 9,003 5,369 118,681 130,663 316 9,562 Compensation expense—cash and equity-based 39,760 22,566 21,598 30,574 13,356 12,404 Compensation expense—incentive fee and carried interest allocation 72,865 80,831 — — — — Administrative expenses 9,410 4,517 7,525 7,400 7,142 17,992 Total expenses 134,994 119,229 292,674 314,746 23,002 60,311 Other gain (loss), net ( 2,662 ) ( 110 ) ( 1,612 ) ( 4,418 ) 259,101 30,436 Income (loss) from continuing operations before income taxes 99,999 47,328 ( 79,909 ) ( 93,777 ) 261,147 7,923 Income tax benefit (expense) 15 ( 1,263 ) 202 5 ( 74 ) 9,099 Income (loss) from continuing operations 100,014 46,065 ( 79,707 ) ( 93,772 ) 261,073 17,022 Income (loss) from continuing operations attributable to noncontrolling interests: Redeemable noncontrolling interests — 25 — — 132 ( 6,467 ) Investment entities 43,666 19,888 ( 68,743 ) ( 76,706 ) 7,386 6,422 Operating Company 3,957 1,919 ( 773 ) ( 1,185 ) 16,913 158 Income (loss) from continuing operations attributable to DigitalBridge Group, Inc. $ 52,391 $ 24,233 $ ( 10,191 ) $ ( 15,881 ) $ 236,642 $ 16,909 The accompanying notes form an integral part of the consolidated financial statements. 7 Table of Contents DigitalBridge Group, Inc. Supplemental Schedule to Consolidated Statements of Operations (In thousands) (Unaudited) Investment Management Operating Corporate and Other Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 2023 2022 Revenues Fee income (Note 14) $ 192,787 $ 130,789 $ — $ — $ ( 2,679 ) $ ( 2,371 ) Carried interest allocation 193,389 201,398 — — — — Principal investment income 3,373 2,049 — — 48,541 32,380 Property operating income (Note 5) — — 679,738 655,480 — 25,618 Other income 4,028 4,172 1,362 116 31,634 29,687 Total revenues 393,577 338,408 681,100 655,596 77,496 85,314 Expenses Property operating expense — — 289,838 278,798 — 8,482 Interest expense 7,883 8,240 156,574 114,187 8,655 21,023 Investment expense 1,136 3,110 15,245 18,791 351 4,361 Transaction-related costs 6,686 3,180 — — 3,850 3,620 Placement fees 3,668 — — — — — Depreciation and amortization 26,451 16,020 391,589 399,371 1,096 14,122 Compensation expense—cash and equity-based 113,740 70,604 75,212 70,759 43,404 42,515 Compensation expense—incentive fee and carried interest allocation 72,110 109,548 — — — — Administrative expenses 23,770 13,557 23,606 23,209 28,970 47,381 Total expenses 255,444 224,259 952,064 905,115 86,326 141,504 Other gain (loss), net ( 3,188 ) ( 3,589 ) 501 ( 3,996 ) 103,232 ( 162,644 ) Income (loss) from continuing operations before income taxes 134,945 110,560 ( 270,463 ) ( 253,515 ) 94,402 ( 218,834 ) Income tax benefit (expense) ( 2,558 ) ( 5,643 ) ( 241 ) 174 ( 1,369 ) 23,241 Income (loss) from continuing operations 132,387 104,917 ( 270,704 ) ( 253,341 ) 93,033 ( 195,593 ) Income (loss) from continuing operations attributable to noncontrolling interests: Redeemable noncontrolling interests 229 ( 3,194 ) — — 4,405 ( 28,795 ) Investment entities 77,842 67,168 ( 236,724 ) ( 206,316 ) 16,204 2,394 Operating Company 3,814 3,043 ( 2,491 ) ( 3,513 ) 1,727 ( 17,166 ) Income (loss) from continuing operations attributable to DigitalBridge Group, Inc. $ 50,502 $ 37,900 $ ( 31,489 ) $ ( 43,512 ) $ 70,697 $ ( 152,026 ) The accompanying notes form an integral part of the consolidated financial statements. 8 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income (loss) $ 278,777 $ ( 120,987 ) $ ( 66,083 ) $ ( 532,752 ) Changes in accumulated other comprehensive income (loss) related to: Equity method investments — ( 1,647 ) 318 ( 4,333 ) Available-for-sale debt securities — — — ( 6,373 ) Foreign currency translation ( 2,046 ) ( 34,809 ) 866 ( 97,090 ) Net investment hedges — 10,932 — 17,916 Other comprehensive income (loss) ( 2,046 ) ( 25,524 ) 1,184 ( 89,880 ) Comprehensive income (loss) 276,731 ( 146,511 ) ( 64,899 ) ( 622,632 ) Comprehensive income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 132 ( 6,442 ) 4,634 ( 31,989 ) Investment entities ( 17,725 ) ( 80,210 ) ( 141,825 ) ( 192,140 ) Operating Company 19,825 ( 5,259 ) 1,638 ( 34,733 ) Comprehensive income (loss) attributable to stockholders $ 274,499 $ ( 54,600 ) $ 70,654 $ ( 363,770 ) The accompanying notes form an integral part of the consolidated financial statements. 9 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at December 31, 2021 $ 854,232 $ 5,692 $ 7,820,807 $ ( 6,576,180 ) $ 42,383 $ 2,146,934 $ 2,653,173 $ 112,283 $ 4,912,390 Net income (loss) — — — ( 246,557 ) — ( 246,557 ) ( 63,045 ) ( 22,862 ) ( 332,464 ) Other comprehensive income (loss) — — — — ( 29,705 ) ( 29,705 ) ( 12,011 ) ( 2,596 ) ( 44,312 ) Exchange of notes for common stock (Note 8) — 256 177,562 — — 177,818 — — 177,818 Adjustment of redeemable noncontrolling interest and warrants to fair value (Note 10) — — ( 690,000 ) — — ( 690,000 ) — — ( 690,000 ) Deconsolidation of investment entities — — — — — — ( 176,856 ) — ( 176,856 ) Redemption of OP Units for class A common stock — — 2 — — 2 — ( 2 ) — Equity-based compensation — 50 14,286 — — 14,336 2,734 1,555 18,625 Shares canceled for tax withholdings on vested equity awards — ( 17 ) ( 11,393 ) — — ( 11,410 ) — — ( 11,410 ) Acquisition of noncontrolling interest — — — — — — ( 32,076 ) — ( 32,076 ) Contributions from noncontrolling interests — — — — — — 343,006 — 343,006 Distributions to noncontrolling interests — — — — — — ( 26,018 ) — ( 26,018 ) Preferred stock dividends — — — ( 15,760 ) — ( 15,760 ) — — ( 15,760 ) Reallocation of equity (Notes 2 and 10) — — 45,099 — 75 45,174 — ( 45,174 ) — Balance at March 31, 2022 854,232 $ 5,981 $ 7,356,363 $ ( 6,838,497 ) $ 12,753 $ 1,390,832 $ 2,688,907 $ 43,204 $ 4,122,943 Net income (loss) — — — ( 21,562 ) — ( 21,562 ) ( 29,102 ) ( 3,090 ) ( 53,754 ) Other comprehensive income (loss) — — — — ( 11,346 ) ( 11,346 ) ( 7,772 ) ( 926 ) ( 20,044 ) Adjustment of redeemable noncontrolling interest and warrants to fair value (Note 10) — — ( 35,026 ) — — ( 35,026 ) — — ( 35,026 ) Shares issued for redemption of redeemable noncontrolling interest (Note 10) — 577 348,182 — — 348,759 — — 348,759 Transaction costs incurred in connection with redemption of redeemable noncontrolling interest — — ( 7,137 ) — — ( 7,137 ) — — ( 7,137 ) Reclassification of carried interest allocated to redeemable noncontrolling interest to noncontrolling interest in investment entities (Note 10) — — — — — — 4,087 — 4,087 Deconsolidation of investment entities — — — — — — 11,047 — 11,047 Redemption of OP Units for class A common stock — 4 335 — — 339 — ( 339 ) — Equity-based compensation — 9 7,508 — — 7,517 1,061 591 9,169 Shares canceled for tax withholdings on vested equity awards — ( 7 ) ( 5,060 ) — — ( 5,067 ) — — ( 5,067 ) Contributions from noncontrolling interests — — — — — — 215,790 — 215,790 Distributions to noncontrolling interests — — — — — — ( 13,490 ) — ( 13,490 ) Preferred stock dividends — — — ( 15,758 ) — ( 15,758 ) — — ( 15,758 ) Reallocation of equity (Notes 2 and 10) — — ( 18,313 ) — 48 ( 18,265 ) — 18,265 — Balance at June 30, 2022 $ 854,232 $ 6,564 $ 7,646,852 $ ( 6,875,817 ) $ 1,455 $ 1,633,286 $ 2,870,528 $ 57,705 $ 4,561,519 The accompanying notes form an integral part of the consolidated financial statements. 10 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at June 30, 2022 $ 854,232 $ 6,564 $ 7,646,852 $ ( 6,875,817 ) $ 1,455 $ 1,633,286 $ 2,870,528 $ 57,705 $ 4,561,519 Net loss — — — ( 49,088 ) — ( 49,088 ) ( 60,623 ) ( 4,834 ) ( 114,545 ) Other comprehensive loss — — — — ( 5,512 ) ( 5,512 ) ( 19,587 ) ( 425 ) ( 25,524 ) Stock repurchases (Note 9) ( 53,877 ) ( 38 ) ( 12,476 ) — — ( 66,391 ) — — ( 66,391 ) DataBank recapitalization (Note 10) — — 170,770 — — 170,770 ( 170,770 ) — — Equity-based compensation — 2 9,867 — — 9,869 8,861 311 19,041 Shares canceled for tax withholdings on vested equity awards — ( 2 ) ( 1,533 ) — — ( 1,535 ) — — ( 1,535 ) Cost of DataBank recapitalization — — ( 8,749 ) — — ( 8,749 ) ( 21,247 ) — ( 29,996 ) Contributions from noncontrolling interests — — — — — — 1,502,454 — 1,502,454 Distributions to noncontrolling interests — — — — — — ( 1,219,454 ) ( 127 ) ( 1,219,581 ) Preferred stock dividends — — — ( 15,117 ) — ( 15,117 ) — — ( 15,117 ) Common stock dividends declared ($ 0.01 per share) — — — ( 1,636 ) — ( 1,636 ) — — ( 1,636 ) Reallocation of equity (Notes 2 and 10) — — ( 11,239 ) — 1 ( 11,238 ) — 11,238 — Balance at September 30, 2022 $ 800,355 $ 6,526 $ 7,793,492 $ ( 6,941,658 ) $ ( 4,056 ) $ 1,654,659 $ 2,890,162 $ 63,868 $ 4,608,689 The accompanying notes form an integral part of the consolidated financial statements. 11 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at December 31, 2022 $ 800,355 $ 6,397 $ 7,818,068 $ ( 6,962,613 ) $ ( 1,509 ) $ 1,660,698 $ 2,743,896 $ 64,895 $ 4,469,489 Net income (loss) — — — ( 197,797 ) — ( 197,797 ) ( 84,828 ) ( 16,662 ) ( 299,287 ) Other comprehensive income (loss) — — — — 33 33 35 19 87 Preferred stock repurchases (Note 9) ( 52 ) — — — — ( 52 ) — — ( 52 ) Equity-based compensation — 99 10,930 — — 11,029 5,542 41 16,612 Shares canceled for tax withholdings on vested equity awards — ( 16 ) ( 4,847 ) — — ( 4,863 ) — — ( 4,863 ) Contributions from noncontrolling interests — — — — — — 29,684 — 29,684 Distributions to noncontrolling interests — — — — — — ( 43,436 ) ( 126 ) ( 43,562 ) Preferred stock dividends — — — ( 14,676 ) — ( 14,676 ) — — ( 14,676 ) Common stock dividends declared ($ 0.01 per share) — — — ( 1,620 ) — ( 1,620 ) — — ( 1,620 ) Reallocation of equity (Notes 2 and 10) — — ( 429 ) — ( 2 ) ( 431 ) — 431 — Balance at March 31, 2023 $ 800,303 $ 6,480 $ 7,823,722 $ ( 7,176,706 ) $ ( 1,478 ) $ 1,452,321 $ 2,650,893 $ 48,598 $ 4,151,812 Net income (loss) — — — ( 8,663 ) — ( 8,663 ) ( 39,667 ) ( 1,745 ) ( 50,075 ) Other comprehensive income (loss) — — — — 2,582 2,582 360 201 3,143 Change in common stock par value (Note 9) — ( 4,862 ) 4,862 — — — — — — Preferred stock repurchases (Note 9) ( 5,633 ) — 927 — — ( 4,706 ) — — ( 4,706 ) Redemption of OP Units for class A common stock — 3 981 — — 984 — ( 984 ) — Equity-based compensation — 11 21,681 — — 21,692 4,232 41 25,965 Shares canceled for tax withholdings on vested equity awards — ( 6 ) ( 5,348 ) — — ( 5,354 ) — — ( 5,354 ) Contributions from noncontrolling interests — — — — — — 38,240 — 38,240 Distributions to noncontrolling interests — — — — — — ( 13,608 ) ( 124 ) ( 13,732 ) Preferred stock dividends — — — ( 14,660 ) — ( 14,660 ) — — ( 14,660 ) Common stock dividends declared ($ 0.01 per share) — — — ( 1,622 ) — ( 1,622 ) — — ( 1,622 ) Reallocation of equity (Notes 2 and 10) — — ( 385 ) — 18 ( 367 ) ( 844 ) 1,211 — Balance at June 30, 2023 $ 794,670 $ 1,626 $ 7,846,440 $ ( 7,201,651 ) $ 1,122 $ 1,442,207 $ 2,639,606 $ 47,198 $ 4,129,011 The accompanying notes form an integral part of the consolidated financial statements. 12 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at June 30, 2023 $ 794,670 $ 1,626 $ 7,846,440 $ ( 7,201,651 ) $ 1,122 $ 1,442,207 $ 2,639,606 $ 47,198 $ 4,129,011 Net income (loss) — — — 276,473 — 276,473 ( 17,746 ) 19,918 278,645 Other comprehensive income (loss) — — — — ( 1,974 ) ( 1,974 ) 21 ( 93 ) ( 2,046 ) DataBank recapitalization (Note 10) — — ( 14,791 ) — — ( 14,791 ) 33,001 — 18,210 DataBank deconsolidation (Note 10) — — — — 965 965 ( 1,427,435 ) — ( 1,426,470 ) Equity-based compensation — 12 11,023 — — 11,035 3,934 41 15,010 Shares canceled for tax withholdings on vested equity awards — ( 4 ) ( 7,955 ) — — ( 7,959 ) — — ( 7,959 ) Contributions from noncontrolling interests — — — — — — 26,907 — 26,907 Distributions to noncontrolling interests — — — — — — ( 16,732 ) ( 124 ) ( 16,856 ) Preferred stock dividends — — — ( 14,660 ) — ( 14,660 ) — — ( 14,660 ) Common stock dividends declared ($ 0.01 per share) — — — ( 1,632 ) — ( 1,632 ) — — ( 1,632 ) Reallocation of equity (Notes 2 and 10) — — 1,109 — — 1,109 — ( 1,109 ) — Balance at September 30, 2023 $ 794,670 $ 1,634 $ 7,835,826 $ ( 6,941,470 ) $ 113 $ 1,690,773 $ 1,241,556 $ 65,831 $ 2,998,160 The accompanying notes form an integral part of the consolidated financial statements. 13 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended September 30, 2023 2022 Cash Flows from Operating Activities Net income (loss) $ ( 66,083 ) $ ( 532,752 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Paid-in-kind interest added to loan principal ( 544 ) ( 4,887 ) Straight-line rent income ( 6,020 ) ( 18,417 ) Amortization of above- and below-market lease values, net 1,216 ( 58 ) Amortization of deferred financing costs and debt discount and premium, net 19,755 102,943 Unrealized carried interest allocation ( 165,462 ) ( 105,500 ) Unrealized principal investment income ( 51,914 ) ( 34,429 ) Other equity method (earnings) losses 13,283 37,502 Distributions of income from equity method investments 3,727 1,105 Impairment of real estate and intangible assets — 35,985 Depreciation and amortization 419,136 431,852 Equity-based compensation 57,587 47,119 Deferred income tax (benefit) expense ( 868 ) ( 14,794 ) Loss on debt extinguishment — 133,173 Other gain (loss), net ( 102,941 ) 29,287 Other adjustments, net 660 ( 494 ) (Increase) decrease in other assets and due from affiliates 3,224 9,579 Increase (decrease) in accrued and other liabilities and due to affiliates 67,324 77,559 Net cash provided by (used in) operating activities 192,080 194,773 Cash Flows from Investing Activities Contributions to and acquisition of equity investments ( 470,183 ) ( 445,039 ) Return of capital from equity method investments 65,763 58,560 Proceeds from sale of equity investments 636,687 483,833 Acquisition of loans receivable and debt securities — ( 164,815 ) Proceeds from paydown and maturity of debt securities — 566 Net disbursements on originated loans — ( 215,918 ) Repayments of loans receivable 6,804 23,956 Proceeds from sales of loans receivable and debt securities — 360,773 Acquisition of and additions to real estate, related intangibles and leasing commissions ( 613,109 ) ( 1,952,718 ) Proceeds from sales of real estate investment holding entities — 96,660 Cash and restricted cash assumed by buyer in sales of real estate investment holding entities — ( 189,453 ) Investment deposits ( 2,208 ) 1,051 Net receipt (payment) on settlement of derivatives 3,401 13,952 Acquisition of InfraBridge, net of cash acquired (Note 3) ( 314,266 ) — Cash and restricted cash derecognized in DataBank deconsolidation ( 102,448 ) — Proceeds from DataBank recapitalization, net of carried interest distribution 21,487 — Other investing activities, net — ( 769 ) Net cash provided by (used in) investing activities ( 768,072 ) ( 1,929,361 ) 14 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (Continued) (In thousands) (Unaudited) Nine Months Ended September 30, 2023 2022 Cash Flows from Financing Activities Dividends paid to preferred stockholders $ ( 44,101 ) $ ( 47,629 ) Dividends paid to common stockholders ( 4,838 ) — Repurchases of common stock — ( 8,008 ) Borrowings on corporate debt — 290,000 Repayments of corporate debt, including senior notes ( 200,000 ) ( 304,237 ) Borrowings from investment level debt 1,722,443 724,582 Repayments of investment level debt ( 1,194,542 ) ( 179,510 ) Payment of deferred financing costs and prepayment penalties on investment level debt ( 38,029 ) ( 18,707 ) Contributions from noncontrolling interests 95,131 2,072,900 Distributions to and redemptions of noncontrolling interests ( 144,534 ) ( 1,684,752 ) Payment of contingent consideration to Wafra ( 90,000 ) — Repurchases of preferred stock ( 4,758 ) ( 52,779 ) Shares canceled for tax withholdings on vested equity awards ( 18,176 ) ( 18,012 ) Acquisition of noncontrolling interest — ( 32,076 ) Net cash provided by (used in) financing activities 78,596 741,772 Effect of exchange rates on cash, cash equivalents and restricted cash ( 673 ) ( 3,039 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 498,069 ) ( 995,855 ) Cash, cash equivalents and restricted cash—beginning of period 1,036,739 1,766,245 Cash, cash equivalents and restricted cash—end of period $ 538,670 $ 770,390 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Nine Months Ended September 30, 2023 2022 Beginning of the period Cash and cash equivalents $ 918,254 $ 1,602,102 Restricted cash 118,485 99,121 Restricted cash included in assets held for disposition — 65,022 Total cash, cash equivalents and restricted cash, beginning of period $ 1,036,739 $ 1,766,245 End of the period Cash and cash equivalents $ 434,044 $ 636,366 Restricted cash 104,626 134,024 Total cash, cash equivalents and restricted cash, end of period $ 538,670 $ 770,390 The accompanying notes form an integral part of the consolidated financial statements. 15 Table of Contents DigitalBridge Group, Inc. Notes to Consolidated Financial Statements September 30, 2023 (Unaudited) 1. Business and Organization DigitalBridge Group, Inc. ("DBRG," and together with its consolidated subsidiaries, the "Company") is a leading global digital infrastructure investment manager. The Company deploys and manages capital on behalf of its investors and shareholders across the digital infrastructure ecosystem, including data centers, cell towers, fiber networks, small cells, and edge infrastructure. The Company's investment management platform is anchored by its flagship value-add digital infrastructure equity offerings, and has expanded to include offerings in core equity, credit and liquid securities. In February 2023, the Company further expanded its investment offerings to encompass InfraBridge, a newly-acquired mid-market global infrastructure equity platform (Note 3). In September 2023, the Company completed a recapitalization of its portfolio company, DataBank, an edge colocation data center business. As a result of an additional sell down of the Company's ownership interest in DataBank in the final closing of the recapitalization, the Company was determined to no longer hold a controlling financial interest in DataBank and deconsolidated DataBank upon completion of the recapitalization on September 14, 2023 (Note 10). Organization The Company operates as a taxable C Corporation commencing with the taxable year ended December 31, 2022, except for certain subsidiaries in the Operating segment that have elected to be taxed as real estate investment trusts for U.S. federal income tax purposes. The Company conducts all of its activities and holds substantially all of its assets and liabilities through its operating subsidiary, DigitalBridge Operating Company, LLC (the "Operating Company" or the "OP") . At September 30, 2023, the Company owned 93 % of the OP , as its sole managing member. The remaining 7 % is owned primarily by certain current and former employees of the Company as noncontrolling interests. 2. Summary of Significant Accounting Policies The significant accounting policies of the Company are described below. Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. The portions of equity, net income (loss) and other comprehensive income (loss) of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements. Noncontrolling interests represent predominantly the majority ownership held by third party investors in the Company's Operating segment, carried interest allocation to certain senior executives of the Company (Note 16), and membership interests in the OP primarily held by certain current and former employees of the Company. To the extent the Company consolidates a subsidiary that is subject to industry-specific guidance, such as investment company accounting applied by the Company's consolidated sponsored funds, the Company retains the industry-specific guidance applied by that subsidiary in its consolidated financial statements. Supplemental Schedules to Consolidated Balance Sheets and Consolidated Statements of Operations Beginning in 2023, the financial position and financial results of the Company's reportable segments of Investment Management and Operating, and its remaining investment activities and corporate level activities ("Corporate and Other") are presented in supplemental schedules to the consolidated balance sheets and consolidated statements of operations. The Company's reportable segments and Corporate and Other are described below under " —Segment Reporting ." 16 Table of Contents The disaggregated presentation in the supplemental schedules enhances transparency and provides meaningful information to investors in understanding the Company's consolidated financial statements, specifically: • Segregation of the Investment Management segment allows for more clarity and visibility into the financial performance and financial position of the Company's core business; and • The Operating segment represents the consolidation of data center portfolio companies for which the Company has direct co-investments. This is represented by the consolidation of two portfolio companies up to mid-September 2023, after which the DataBank portfolio company was deconsolidated. The Company's direct co-investment in the remaining portfolio company was 13 % at September 30, 2023 and December 31, 2022, while its ownership in DataBank was 11 % at December 31, 2022 and through the final close of the recapitalization in mid-September 2023, thereafter the Company's remaining 9.87 % interest in DataBank is presented within Corporate and Other (Note 10). Although the Operating segment makes up a majority of the balances and activities on a consolidated basis, DBRG's exposure and entitlement are limited to its ownership interest in the portfolio companies in the Operating segment. The liabilities of the Operating segment are obligations of the portfolio companies of the Operating segment and may only be settled using assets of the portfolio companies. The supplemental schedule to the consolidated balance sheets excludes assets and liabilities held for disposition that are related to discontinued operations, and stockholders' equity and noncontrolling interests in OP, as these equity items are not specifically attributable to reportable segments. The supplemental schedules to the consolidated statements of operations present by reportable segment the results from continuing operations attributable to DBRG, excluding discontinued operations and results attributable to common stockholders. Additionally, fee income in the Investment Management segment is presented prior to elimination of fees earned from the Company's sponsored investment vehicles that are consolidated within the Operating segment and in Corporate and Other. The elimination of intercompany fees is presented in Corporate and Other. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions. Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements. Variable Interest Entities —A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; and/or (iii) is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. This assessment may involve subjectivity in the determination of which activities most significantly affect the VIE’s performance, and estimates about current and future fair value of the assets held by the VIE and financial performance of the VIE. In assessing its interests in the VIE, the Company also considers interests held by its related parties, including de facto agents. Additionally, the Company assesses whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether the Company is most closely associated with the VIE. In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the characteristics and size of its investment relative to the related party; the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, and depends upon facts and circumstances specific to an entity at the time of the assessment. Voting Interest Entities —Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities' voting interests or through other arrangements. 17 Table of Contents At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company's consolidation assessment. Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interests in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, the Company's existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained. Noncontrolling Interests Redeemable Noncontrolling Interests —This represents noncontrolling interests in sponsored open-end funds in the liquid securities strategy that are consolidated by the Company. The limited partners of these funds have the ability to withdraw all or a portion of their interests from the funds in cash with advance notice. Prior to full redemption in May 2022, there was also redeemable noncontrolling interests in the Company's investment management business, as discussed further in Note 10. Redeemable noncontrolling interests is presented outside of permanent equity. Allocation of net income or loss to redeemable noncontrolling interests is based upon their ownership percentage during the period. The carrying amount of redeemable noncontrolling interests is adjusted to its redemption value at the end of each reporting period to an amount not less than its initial carrying value, except for amounts contingently redeemable which will be adjusted to redemption value only when redemption is probable. Such adjustments will be recognized in additional paid-in capital. Noncontrolling Interests in Investment Entities —This represents predominantly the majority ownership held by third party investors in the Company's Operating segment and carried interest allocation to certain senior executives of the Company (Note 16). Excluding carried interests, allocation of net income or loss is generally based upon relative ownership interests. Noncontrolling Interests in Operating Company —This represents membership interests in OP held primarily by certain current and former employees of the Company. Noncontrolling interests in OP are allocated a share of net income or loss in OP based upon their weighted average ownership interest in OP during the period. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s membership units in OP ("OP Units") for cash based on the market value of an equivalent number of shares of class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis. At the end of each reporting period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP, as applicable. Segment Reporting The Company conducts its business through two reportable segments: (i) Investment Management; and (ii) Operating, the Company's direct co-investment in digital infrastructure assets held by its portfolio companies. • Investment Management — This segment represents the Company's global investment management platform, deploying and managing capital on behalf of a diverse base of global institutional investors. The Company's investment management platform is composed of a growing number of long-duration, private investment funds designed to provide institutional investors access to investments across different segments of the digital infrastructure ecosystem. In addition to its flagship value-add digital infrastructure equity offerings, the Company's investment offerings have expanded to include core equity, credit and liquid securities. The Company earns management fees based upon the assets or capital managed in investment vehicles, and may earn incentive fees and carried interest based upon the performance of such investment vehicles, subject to achievement of minimum return hurdles. The amount of incentive fees and carried interest recognized, a portion of which is allocated to employees and former employees, may be highly variable from period to period. Earnings from the Investment Management segment were attributed 31.5 % to affiliates of Wafra, Inc. (collectively, "Wafra"), a private investment firm, prior to the Company's redemption of Wafra's interest in the investment management business at the end of May 2022 (Note 10). • Operating— This segment is composed of balance sheet equity interests in digital infrastructure portfolio companies, which generally earn rental income from providing use of digital asset space and/or capacity through 18 Table of Contents leases, services and other agreements. The Company owned interests in two portfolio companies: Vantage SDC, a stabilized hyperscale data center business (DBRG ownership of 13% at September 30, 2023 and December 31, 2022), and DataBank, an edge colocation data center business (DBRG ownership of 11% at December 31, 2022 and through the final close of the recapitalization and deconsolidation in mid-September 2023; thereafter, the Company's remaining 9.87% interest in DataBank is presented within Corporate and Other) (Note 10). DataBank and Vantage SDC are portfolio companies managed by the Company under its Investment Management segment with respect to equity interests funded through third party capital. The Company's remaining investment activities and corporate level activities are presented as Corporate and Other. • Other investment activities are composed of the Company's equity interests in: (i) sponsored investment vehicles, primarily the DigitalBridge Partners ("DBP") flagship funds, InfraBridge funds and funds invested in DataBank, and seed investments in liquid securities and other potential new strategies; and (ii) remaining non-digital investments. Outside of its general partner interests, which are presented in the Investment Management segment, the Company's other equity interests in its sponsored and/or managed investment vehicles as general partner affiliate are considered to be incidental to its investment management business. The primary economics to the Company are represented by fee income and carried interest allocation as general partner and/or manager, rather than economics from its equity interest in the investment vehicles as a general partner affiliate or limited partner equivalent. With respect to seed investments, these are not intended to be a long-term deployment of capital by the Company and are warehoused on the Company's balance sheet potentially until such time that sufficient third party capital has been raised from sponsored funds. Remaining non-digital investments are composed of a marketable equity security, and equity interest in a non-traded REIT that is not available for immediate sale (Note 11). These other investment activities generate largely principal investment income from sponsored funds, and to a lesser extent, revenues in the form of dividend income from consolidated investment vehicles and non-digital investments. • Corporate activities include corporate level cash and corresponding interest income, corporate level financing and related interest expense, corporate level transaction costs, costs in connection with unconsummated investments, income and expense related to cost reimbursement arrangements with affiliates, fixed assets for corporate use, compensation expense not directly attributable to the Investment Management segment, corporate level administrative and overhead costs, and adjustments to eliminate intercompany fees. Costs which are directly attributable, or otherwise can be subjected to a reasonable and systematic attribution, have been attributed to the Investment Management segment. For all periods presented prior to its deconsolidation on September 14, 2023 (Note 10), the consolidated results of operations of DataBank was included in the Operating segment as it represented the activities of a consolidated portfolio company that directly holds and operates digital infrastructure assets. The Operating segment continues to be a separate reporting segment that reflects the results of operations of Vantage SDC, the Company's remaining consolidated portfolio company. Subsequent to deconsolidation, the Company's retained interest in DataBank that is held through a sponsored investment vehicle is treated as an equity method investment for which the Company accounts only for its share of changes in the fair value of DataBank, and is presented in Corporate and Other, consistent with the treatment and presentation of the Company's interests as general partner affiliate in its other sponsored investment vehicles. Accordingly, the change in segment presentation as a result of deconsolidating DataBank does not represent a change in reporting segments and as a result, there is no change to prior period segment presentation as it relates to the Company's interest in DataBank. The results of operations of the Company's reportable segments are presented in the supplemental schedules to the consolidated statements of operations and reconciled to the consolidated statements of operations as follows: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 (In thousands) Investment Management Operating Corporate and Other Total Investment Management Operating Corporate and Other Total Income (Loss) attributable to DigitalBridge Group, Inc. Continuing operations $ 52,391 $ ( 10,191 ) $ 236,642 $ 278,842 $ 24,233 $ ( 15,881 ) $ 16,909 $ 25,261 Discontinued operations ( 2,369 ) ( 74,349 ) Net income (loss) attributable to DigitalBridge Group, Inc. $ 276,473 $ ( 49,088 ) 19 Table of Contents Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 (In thousands) Investment Management Operating Corporate and Other Total Investment Management Operating Corporate and Other Total Income (Loss) attributable to DigitalBridge Group, Inc. Continuing operations $ 50,502 $ ( 31,489 ) $ 70,697 $ 89,710 $ 37,900 $ ( 43,512 ) $ ( 152,026 ) $ ( 157,638 ) Discontinued operations ( 19,697 ) ( 159,569 ) Net income (loss) attributable to DigitalBridge Group, Inc. $ 70,013 $ ( 317,207 ) Acquisitions Definition of a Business —The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. If not, for an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction). A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique or scarce. To qualify as a business without outputs, the acquired assets would require an organized workforce with the necessary skills, knowledge and experience to perform a substantive process. Asset Acquisitions —For acquisitions that are not deemed to be businesses, the assets acquired are recognized based on their cost to the Company as the acquirer and no gain or loss is recognized. The cost of assets acquired in a group is allocated to individual assets within the group based on their relative fair values and does not give rise to goodwill. Transaction costs related to acquisition of assets are included in the cost basis of the assets acquired. Business Combinations —The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method. Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values, except as discussed below. The excess of the consideration transferred over the values of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. With respect to contract assets and contract liabilities acquired in a business combination, these are not accounted for under the fair value basis at the time of acquisition. Instead, the Company determines the value of these revenue contracts as if it had originated the acquired contracts by evaluating the associated performance obligations, transaction price and relative stand-alone selling price at the original contract inception date or subsequent modification dates. The estimated fair values and allocation of consideration are subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed at time of acquisition. Contingent Consideration —Contingent consideration is classified as a liability or equity, as applicable. Contingent consideration in connection with the acquisition of a business or a VIE is measured at fair value on acquisition date, and unless classified as equity, is remeasured at fair value each reporting period thereafter until the consideration is settled, with changes in fair value included in earnings. Contingent consideration in connection with the acquisition of assets (and that is not a VIE) is generally recognized when the liability is considered both probable and reasonably estimable, as part of the basis of the acquired assets . Discontinued Operations If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Company’s operations and financial results, the operating profits or losses of the component when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the statements of operations. A business or asset group acquired in connection with a business combination that meets the criteria to be accounted for as held for sale at the date of acquisition is reported as discontinued operations, regardless of whether it meets the strategic shift criterion. In March 2023, the Company sold the entirety of its equity method investment in BrightSpire Capital, Inc. (NYSE: BRSP) of approximately 35.0 million shares for net proceeds totaling $ 201.6 million. The Company's investment in BRSP 20 Table of Contents qualified as held for sale in March 2023 and its disposition represents a strategic shift that has major effects on the Company’s operations and financial results, meeting the criteria as discontinued operations as of March 2023. Accordingly, for all prior periods presented, the equity method investment in BRSP is presented as assets held for disposition on the consolidated balance sheets and equity method earnings (loss) from BRSP is presented as loss from discontinued operations on the consolidated statements of operations. In 2023, discontinued operations primarily reflect a $ 9.7 million impairment of BRSP shares prior to its disposition, and activities associated with equity investments excluded from the December 2021 bulk sale of the Company's non-digital investment portfolio. In addition to the above equity investments, in 2022, discontinued operations also included two months of operations of the Wellness Infrastructure business, along with other non-core assets held by a subsidiary, NRF Holdco, LLC ("NRF Holdco"), prior to the sale of all of the equity of NRF Holdco in February 2022. The sales price for 100 % of the equity of NRF Holdco was $ 281 million, composed of $ 126 million cash and a $ 155 million unsecured promissory note, which was fully written down in March 2023, as discussed in Note 11. In 2022, the disposition of NRF Holdco resulted in a write-off of unamortized deferred financing costs on the Wellness Infrastructure debt assumed by the buyer of $ 92.1 million and additional impairment loss based upon final carrying value of the Wellness Infrastructure net assets. Loss from discontinued operations is summarized as follows. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Revenues $ 1,770 $ 6,375 $ 5,608 $ 88,658 Expenses ( 4,325 ) ( 7,601 ) ( 12,684 ) ( 245,236 ) Other gain (loss) ( 84 ) ( 80,544 ) ( 13,770 ) ( 29,733 ) Income tax benefit (expense) 36 ( 8,532 ) 47 ( 2,424 ) Income (Loss) from discontinued operations ( 2,603 ) ( 90,302 ) ( 20,799 ) ( 188,735 ) Income (Loss) from discontinued operations attributable to noncontrolling interests: Investment entities ( 55 ) ( 10,227 ) 437 ( 16,016 ) Operating Company ( 179 ) ( 5,726 ) ( 1,539 ) ( 13,150 ) Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc. $ ( 2,369 ) $ ( 74,349 ) $ ( 19,697 ) $ ( 159,569 ) Assets and Related Liabilities Held for Disposition The Company initially measures assets classified as held for disposition at the lower of their carrying amounts or fair value less disposal costs. For bulk sale transactions, the unit of account is the disposal group, with any excess of the aggregate carrying value over estimated fair value less costs to sell allocated to the individual assets within the group. At September 30, 2023 and December 31, 2022, all assets and related liabilities held for disposition relate to discontinued operations. Assets held for disposition of $ 4.0 million at September 30, 2023 consisted of equity investments excluded from the December 2021 bulk sale of the Company's non-digital investments. Additionally, at December 31, 2022, assets held for disposition of $ 275.5 million also included shares in BRSP of $ 218.0 million that were sold in March 2023 and an equity method investment carried under the fair value option of $ 44.5 million prior to a sale of its underlying assets and a return of capital to the Company in January 2023. Reclassifications Reclassifications have been made in connection with discontinued operations, as discussed in "— Discontinued Operations. " Additionally, the Company determined that principal investment income from its equity interest as general partner and general partner affiliate in its sponsored investment vehicles, and its entitlement to carried interest allocation, represent a core component of returns in its investment management business. Accordingly, beginning in 2023, principal investment income and carried interest allocation are presented within total revenues on the consolidated statements of operations. Prior periods have been reclassified to conform to current presentation. Accounting Standards Adopted in 2023 Contractual Sale Restriction on Equity Securities In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which amends Accounting Standards Codification ("ASC") Topic 820, Fair Valu e Measurement, to clarify that a contractual sale restriction that is entity-specific 21 Table of Contents is not part of the unit of account of an equity security and is therefore not considered in measuring the fair value of an equity security, in which case, a discount should not be applied. The amendment further prohibits recognizing the contractual sale restriction as a separate unit of account, that is, as a contra asset or liability. Sale restrictions that are characteristics of the holder of an equity security include, but are not limited to, lock-up agreements, market stand-off agreements, or specific provisions in agreements between shareholders. In contrast, a legal restriction preventing a security from being sold on a national securities exchange or an over-the-counter market is a security-specific characteristic as the restriction would similarly apply to a market participant buyer in an assumed sale of the security. This guidance also applies to issuers of equity securities that are subject to contractual sale restrictions, for example, equity securities issued as consideration in a business combination. The ASU requires additional disclosures related to equity securities that are subject to contractual sale restrictions, specifically (1) the fair value of such equity securities, (2) the nature and remaining duration of the restrictions, and (3) any circumstances that could cause a lapse in restrictions. The ASU is effective January 1, 2024, with early adoption permitted in the interim periods. Transition is prospective with any fair value adjustments resulting from adoption recognized in earnings and the amount adjusted disclosed in the period of adoption. For subsidiaries of the Company that are investment companies as defined in ASC Topic 946, Financial Services—Investment Companies, the ASU is applied prospectively to equity securities with contractual sale restrictions entered into or modified on or after the adoption date. For equity securities with contractual sale restrictions entered into or modified before the adoption date, the existing accounting policy continues to be applied until the restrictions expire or are modified, and if the existing accounting policy differs from the amended guidance, the additional disclosure requirements under the ASU would be applicable. The Company early adopted the ASU on January 1, 2023. At the time of adoption, the Company and its investment company subsidiaries do not have equity securities subject to contractual sale restrictions. 3. Acquisitions Business Combination InfraBridge In February 2023, the Company acquired the global infrastructure equity investment management business of AMP Capital Investors International Holdings Limited, which was rebranded as InfraBridge at closing. Consideration for the acquisition consisted of $ 314.3 million cash consideration (net of cash assumed), subject to customary post-closing working capital adjustments, plus a contingent amount based upon achievement of future fundraising targets for InfraBridge's new global infrastructure funds. The estimated fair value of the contingent consideration is subject to remeasurement each reporting period, as discussed in Note 11. 22 Table of Contents The following table summarizes the total consideration and allocation to assets acquired and liabilities assumed. The initial cash consideration was determined, in part, based upon estimated net working capital of the acquired entities at closing. The purchase price allocation is provisional and will be finalized through the one year measurement period. In the second and third quarters of 2023, certain adjustments were identified that affected the provisional accounting, as presented below. These were adjustments to net working capital and to the value of acquired interest in an InfraBridge fund based upon a revised net asset value ("NAV") of the fund, applying new information about facts and circumstances that existed at the time of acquisition. (In thousands) As Reported At March 30, 2023 Measurement Period Adjustments As Revised At September 30, 2023 Consideration Cash $ 364,338 $ 1,102 $ 365,440 Estimated fair value of contingent consideration 10,874 — 10,874 $ 375,212 $ 376,314 Assets acquired and liabilities assumed Cash 51,174 — 51,174 Principal investments 130,810 ( 18,500 ) 112,310 Intangible assets 50,800 — 50,800 Other assets 27,682 8,517 36,199 Deferred tax liabilities ( 10,198 ) — ( 10,198 ) Other liabilities ( 21,625 ) ( 10,190 ) ( 31,815 ) Fair value of net assets acquired 228,643 208,470 Goodwill 146,569 21,275 167,844 $ 375,212 $ 376,314 • Principal investments represent acquired interests in InfraBridge funds, valued at their most recent net asset value ("NAV") at closing. • The investment management intangible assets of InfraBridge were composed of the following: • Management contracts are valued based upon estimated net cash flows expected to be generated from the contracts, with remaining term of the contracts ranging between 1 and 4 years, discounted at 8.0 %. • Investor relationships represent the fair value of potential investment management fees, net of operating costs, to be generated from repeat InfraBridge investors in future sponsored vehicles, with a weighted average estimated useful life of 12 years, discounted at 14.0 %. • Deferred tax liabilities were recognized for the book-to-tax basis difference of identifiable intangible assets acquired, net of deferred tax asset assumed. • Other assets acquired and liabilities assumed include management fee receivable and compensation payable associated with the pre-acquisition period, amounts due to InfraBridge funds and receivable from seller. • Goodwill is the value of the business acquired that is not already captured in identifiable assets, largely represented by the synergies from combining the capital raising resources of DBRG and the mid-market infrastructure specialization of the InfraBridge team. 23 Table of Contents Asset Acquisitions DataBank Acquisitions by DataBank, prior to its deconsolidation in September 2023 (Note 10), were as follows: 2023 • A building in Dallas, Texas in May 2023, for purchase price of $ 151.0 million, funded by a combination of $ 121.0 million of debt and $ 40.8 million of equity, of which the Company's share was $ 8.2 million. In addition to the purchase price, the capital called was used to fund transaction costs, financing costs, and as working capital. A substantial portion of the acquired building was previously leased by DataBank as a co-location data center and corporate office. Upon termination of the DataBank lease concurrent with the acquisition, the associated ROU asset and lease liability were derecognized. 2022 • Four colocation data centers in Houston, Texas in March 2022 for $ 678 million, funded by a combination of $ 262.5 million of debt and $ 415.5 million of equity, of which the Company's share was $ 88.7 million. • A data center each in Atlanta, Georgia in May 2022 for $ 10.9 million, and in Denver, Colorado in February 2022 that was previously leased by its zColo subsidiary for $ 17.6 million. Vantage SDC Hyperscale Data Centers In connection with the Company's acquisition of Vantage SDC in July 2020 and an additional data center in September 2021, the Company and its co-investors committed to acquire the future build-out of expansion capacity, along with lease-up of the expanded capacity and existing inventory, the costs of which are borne by the previous owners of Vantage SDC. As of September 30, 2023, the remaining consideration for the incremental lease-up acquisitions is estimated to be approximately $ 163 million, of which $ 122 million is due by September 2024. Most, if not all, of the cost of the expansion capacity has been or is expected to be funded by Vantage SDC from borrowings under its credit facilities, cash from operations and/or potential capital raise. Pursuant to this arrangement, Vantage SDC had one new tenant lease that commenced in 2023, and 15 new tenant leases that commenced in 2022 related to a portion of the expansion capacity for aggregate consideration of $ 31.6 million and $ 161.3 million, respectively. All of these payments were made to the previous owners of Vantage SDC and are treated as asset acquisitions. Tower Assets In June 2022, the Company acquired the mobile telecommunications tower business (“TowerCo”) of Telenet Group Holding NV (Euronext Brussels: TNET) for € 740.1 million or $ 791.3 million (including transaction costs) . In December 2022, our interest in the temporarily warehoused TowerCo investment was transferred to the Company's new core equity fund and TowerCo was deconsolidated. The TowerCo assets acquired had included owned tower sites, tower sites subject to third party leases that gave rise to right-of-use lease assets and corresponding lease liabilities, equipment, as well as customer relationships related primarily to a master lease agreement with Telenet as lessee. The acquisition had been funded through $ 326.1 million of debt, $ 278.1 million of equity from the Company, and $ 213.8 million in third party equity. In addition to the purchase price, the funds had been used to finance transaction costs, debt issuance costs, working capital and as operating cash. Prior to transfer, TowerCo was presented within Corporate and Other. 24 Table of Contents The following table summarizes the allocation of cash consideration to assets acquired, which includes capitalized transaction costs. 2023 2022 (In thousands) Acquisition by DataBank (prior to deconsolidation) Vantage SDC Expansion Capacity TowerCo Acquisitions by DataBank Vantage SDC Expansion Capacity Purchase price allocation Real estate $ 153,944 $ 26,578 $ 363,121 $ 627,474 $ 140,140 Intangible assets 1,993 5,070 673,218 77,885 21,162 ROU and other assets — — 234,462 3,994 — Deferred tax liabilities — — ( 243,223 ) — — Intangible, lease and other liabilities ( 1,334 ) — ( 236,324 ) ( 2,839 ) — $ 154,603 $ 31,648 $ 791,254 $ 706,514 $ 161,302 • Real estate was valued based upon (i) current replacement cost for buildings (in an as-vacant state) and improvements, estimated using construction cost guidelines, or the income approach for a substantially leased building by discounting estimated future net operating income with terminal value determined using a terminal capitalization rate of 6.5 % and applying a discount rate of 7.25 %; (ii) current replacement cost for data center infrastructure by applying an estimated cost per kilowatt based upon current capacity of each location and also considering the associated indirect costs such as design, engineering, construction and installation; (iii) current replacement cost for towers in consideration of their remaining economic life; and (iv) recent comparable sales or current listings for land. Useful lives of real estate acquired range from 35 to 55 years for buildings and improvements, 1 to 15 years for site improvements, 1 to 4 years for tenant improvements, 11 to 71 years for towers and related equipment, and 11 to 30 years for data center infrastructure. • Lease-related intangibles for real estate acquisitions were composed of the following: • In-place leases reflect the value of rental income forgone if the properties had been acquired vacant, and the leasing commissions, legal and marketing costs that would have been incurred to lease up the properties, discounted at rates between 4.75 % and 7.25 %, with remaining lease terms ranging between 1 and 15 years. • Above- and below-market leases represent the rent differential for the remaining lease term between contractual rents of acquired leases and market rents at the time of acquisition, discounted at rates between 6.0 % and 11.25 % with remaining lease terms ranging between 1 and 4 years. • Tenant relationships represent the estimated net cash flows attributable to the likelihood of lease renewal by an existing tenant relative to the cost of obtaining a new lease, taking into consideration the estimated time it would require to execute a new lease or backfill a vacant space, discounted at rates between 4.75 % and 11.25 %, with estimated useful lives between 5 and 15 years. • Customer service contracts were valued based upon estimated net cash flows generated from the zColo customer service contracts that would have been forgone if such contracts were not in place, taking into consideration the time it would require to execute a new contract, with remaining term of the contracts ranging between 1 and 6 years. • Customer relationships for towers were valued as the estimated future cash flows to be generated over the life of the tenant relationships based upon rental rates, operating costs, expected renewal terms and attrition, discounted at 6.8 %, with estimated useful lives between 19 and 45 years. • Deferred tax liabilities were recognized for the book-to-tax basis differences associated with the acquisition of TowerCo. • Other assets acquired and liabilities assumed include primarily lease ROU assets associated with leasehold ground space hosting tower communication sites, along with corresponding lease liabilities. Lease liabilities were measured based upon the present value of future lease payments over the lease term, discounted at the incremental borrowing rate of the respective acquiree entities. 25 Table of Contents 4. Investments The Company's equity and debt investments are represented by the following: (In thousands) September 30, 2023 December 31, 2022 Investment Management Equity method investments Principal investments $ 59,668 $ 51,665 Carried interest allocation 506,736 341,749 566,404 393,414 Other equity investment 2,488 1,913 Total Investment Management 568,892 395,327 Operating Debt investments—loan receivable — 4,638 Corporate and Other Equity method investments—Principal investments 990,289 358,846 Equity investments of consolidated funds 178,176 185,845 Other equity investments 91,697 113,111 Debt investments CLO subordinated notes 50,927 50,927 Loan receivable — 133,307 Total Corporate and Other 1,311,089 842,036 Total Investments $ 1,879,981 $ 1,242,001 Equity Method Investments Principal Investments Principal investments totaling $ 1.05 billion at September 30, 2023 and $ 410.5 million at December 31, 2022 represent investments in the Company's sponsored investment vehicles, accounted for as equity method investments as the Company exerts significant influence in its role as general partner. The Company typically has a small percentage interest in its sponsored funds as general partner or special limited partner (presented in the Investment Management segment). The Company also has additional investment as general partner affiliate alongside the funds' limited partners, primarily with respect to the Company's flagship value-add funds, DigitalBridge Partners, LP ("DBP I") and DigitalBridge Partners II, LP ("DBP II"), InfraBridge funds and funds invested in DataBank (presented within Corporate and Other). The Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, which includes unrealized gain (loss) from changes in fair value of the underlying fund investments, is recorded in principal investment income on the consolidated statements of operations. Carried Interest Allocation Carried interest allocation represents a disproportionate allocation of returns to the Company, as general partner or special limited partner (which may be paid to the special limited partner entity owned by the Company in place of the general partner entity), based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles. Carried interest allocation generally arises when appreciation in value of the underlying investments of the fund exceeds the minimum return hurdles, after factoring in a return of invested capital and a return of certain costs of the fund pursuant to terms of the governing documents of the fund. The amount of carried interest allocation recognized is based upon the cumulative performance of the fund if it were liquidated as of the reporting date. Unrealized carried interest allocation is driven primarily by changes in fair value of the underlying investments of the fund, which may be affected by various factors, including but not limited to: the financial performance of the portfolio company, economic conditions, foreign exchange rates, comparable transactions in the market, and equity prices for publicly traded securities. For funds that have exceeded the minimum return hurdle but have not returned all capital to the limited partners, unrealized carried interest allocation may be subject to reversal over time as preferred returns continue to accrue on unreturned capital. Realization of carried interest allocation occurs upon disposition of all underlying investments of the fund, or in part with each disposition. 26 Table of Contents Generally, carried interest allocation is distributed upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles. Depending on the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest allocation distributed has exceeded the final carried interest allocation amount earned (or amount earned as of the calculation date), the Company is obligated to return the excess carried interest allocation received. Therefore, carried interest allocation distributed may be subject to clawback if decline in investment values results in cumulative performance of the fund falling below minimum return hurdles in the interim period. If it is determined that the Company has a clawback obligation, a liability would be established based upon a hypothetical liquidation of the net assets of the fund at reporting date. The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund. Carried interest allocation on the balance sheet date represents unrealized carried interest allocation in connection with sponsored funds that are currently in the early stage of their lifecycle. Carried interest allocation is presented gross of accrued carried interest compensation (Note 7). Carried Interest Distributed During the three and nine months ended September 30, 2023, carried interest of $ 27.9 million and $ 28.4 million, respectively, were distributed and recognized in carried interest allocations, of which $ 0.8 million of the distributed carried interest in the nine months ended September 30, 2023 was allocated to current and former employees and to Wafra (Note 10), and recorded as carried interest compensation, other loss, and amounts attributable to noncontrolling interests (Note 16). During the three and nine months ended September 30, 2022, carried interest of $ 123.5 million (including $ 51.2 million that had been previously accrued) was distributed and recognized in carried interest allocations, of which $ 103.2 million of the distributed carried interest (including $ 45.9 million that had been previously accrued) was allocated to current and former employees and to Wafra, and recorded as carried interest compensation and amounts attributable to noncontrolling interests. Clawback Obligation The Company did not have a liability for clawback obligations on carried interest allocation distributed to-date as of September 30, 2023 and December 31, 2022. With respect to funds that have distributed carried interest, if in the event all of their investments are deemed to have no value, the likelihood of which is remote, carried interest distributed of $ 180.9 million would be subject to clawback as of September 30, 2023, of which $ 116.5 million would be the responsibility of the employee and former employee recipients. For this purpose, a portion of the carried interest is generally held back from these recipients at the time of distribution. The amount withheld resides in entities outside of the Company. Generally, the Company, through the OP, has guaranteed the clawback obligation of its subsidiaries that act as general partner or special limited partner of its respective sponsored funds, for the benefit of these funds and their limited partners. Equity Investments of Consolidated Funds The Company consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner, as discussed in Note 12. Equity investments of consolidated funds are composed of marketable equity securities held by funds in the liquid securities strategy, and equity interests held by a credit fund in pooling entities that invest in loan assets. Equity investments of consolidated funds are carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations. Other Equity Investments Other equity investments totaling $ 94.2 million at September 30, 2023 and $ 115.0 million at December 31, 2022 include investments warehoused potentially for future sponsored funds, a marketable equity security and equity interest in a non-traded REIT (Note 11) (presented within Corporate and Other), as well as an investment in a managed account (presented in the Investment Management segment). These investments are generally carried at fair value or under the measurement alternative, which is at cost, adjusted for impairment and observable price changes. Dividends or other distributions from these investments are recorded in other income while changes in the value of these investments are recorded in other gain (loss) on the consolidated statements of operations. 27 Table of Contents Debt Investments Debt investments are composed of subordinated notes in a third party collateralized loan obligation ("CLO") and at December 31, 2022, loans receivable. Interest income from debt investments are recorded in other income. CLO Subordinated Notes In the third quarter of 2022, bank syndicated loans that the Company previously warehoused were transferred into a third party warehouse entity at their acquisition price totaling $ 232.7 million, and securitized through the issuance of CLO securities. The corresponding warehouse facility of $ 172.5 million was concurrently repaid. The CLO is sponsored and managed by the third party. The Company acquired all of the subordinated notes of the CLO, which are classified as available-for-sale ("AFS") debt securities. The CLO has a stated legal final maturity of 2035. The balance of the CLO subordinated notes is summarized as follows: Amortized Cost without Allowance for Credit Loss Allowance for Credit Loss Gross Cumulative Unrealized (in thousands) Gains Losses Fair Value At September 30, 2023 and December 31, 2022 $ 50,927 $ — $ — $ — $ 50,927 In estimating fair value of the CLO subordinated notes, the Company used a benchmarking approach by looking to the implied credit spreads derived from observed prices on recent comparable CLO issuances, and also considering the current size and diversification of the CLO collateral pool, and projected return on the subordinated notes. Based upon these data points, the Company determined that the issued price of the subordinated notes in September 2022 was a reasonable representation of their fair value at September 30, 2023 and December 31, 2022, classified as Level 3 of the fair value hierarchy. Loans Receivable At September 30, 2023, there was no outstanding balance on loans receivable. Activities in the loans receivable balance is discussed further in Note 11. 5. Real Estate In September 2023, the Company deconsolidated DataBank. All real estate related amounts in 2023 below reflect the effect of the deconsolidation. The following table summarizes the Company's real estate held for investment by subsidiaries in the Operating segment. (In thousands) September 30, 2023 December 31, 2022 Land $ 117,409 $ 257,588 Buildings and improvements 923,308 1,573,605 Data center infrastructure 2,450,515 4,427,150 Construction in progress 25,155 395,393 3,516,387 6,653,736 Less: Accumulated depreciation ( 465,810 ) ( 732,438 ) Real estate assets, net $ 3,050,577 $ 5,921,298 Real Estate Depreciation Depreciation of real estate held for investment was $ 86.2 million and $ 91.3 million for the three months ended September 30, 2023 and 2022, respectively, and $ 272.9 million and $ 257.7 million for the nine months ended September 30, 2023 and 2022. 28 Table of Contents Property Operating Income Components of property operating income are as follows. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Lease income: Fixed lease income $ 158,905 $ 195,701 $ 514,862 $ 537,213 Variable lease income 37,434 29,453 105,123 86,668 196,339 225,154 619,985 623,881 Data center service revenue 16,995 18,925 56,993 56,903 Other property operating income 724 257 2,760 314 $ 214,058 $ 244,336 $ 679,738 $ 681,098 For both the nine months ended September 30, 2023 and 2022, property operating income from a single customer accounted for approximately 14 % of the Company's total revenues from continuing operations, or approximately 5 % of the Company's share of total revenues from continuing operations, net of amounts attributable to noncontrolling interests in investment entities. 6. Goodwill, Deferred Leasing Costs and Other Intangibles Goodwill The following table presents changes in goodwill by reportable segment. Nine Months Ended September 30, 2023 2022 (In thousands) Investment Management (1) Operating Total Investment Management (1) Operating Total Beginning balance $ 298,248 $ 463,120 $ 761,368 $ 298,248 $ 463,120 $ 761,368 Business combination (Note 3) 167,844 — 167,844 — — — Deconsolidation (Note 10) — ( 463,120 ) ( 463,120 ) — — — Ending balance $ 466,092 $ — $ 466,092 $ 298,248 $ 463,120 $ 761,368 __________ (1) Remaining goodwill deductible for income tax purposes was $ 114.4 million at September 30, 2023 and $ 122.4 million at December 31, 2022. 29 Table of Contents Deferred Leasing Costs, Other Intangible Assets and Intangible Liabilities All 2023 amounts below reflect the effect of the deconsolidation of DataBank in September 2023, where applicable. Deferred leasing costs and identifiable intangible assets and liabilities are as follows. September 30, 2023 December 31, 2022 (In thousands) Carrying Amount (1)(2) Accumulated Amortization (1)(2) Net Carrying Amount (1) Carrying Amount (1) Accumulated Amortization (1) Net Carrying Amount (1) Deferred Leasing Costs and Intangible Assets Investment management intangibles (3) $ 202,215 $ ( 94,953 ) $ 107,262 $ 164,189 $ ( 82,432 ) $ 81,757 Deferred leasing costs and lease-related intangible assets (4) 817,983 ( 230,996 ) 586,987 1,239,477 ( 397,975 ) 841,502 Customer relationships and service contracts (5) — — — 218,154 ( 62,788 ) 155,366 Trade names 4,300 ( 1,799 ) 2,501 26,400 ( 15,656 ) 10,744 Other (6) 1,519 ( 515 ) 1,004 6,818 ( 4,020 ) 2,798 Total deferred leasing costs and intangible assets $ 1,026,017 $ ( 328,263 ) $ 697,754 $ 1,655,038 $ ( 562,871 ) $ 1,092,167 Intangible Liabilities Lease intangible liabilities (4) $ 26,716 $ ( 5,883 ) $ 20,833 $ 46,636 $ ( 16,812 ) $ 29,824 __________ (1) Presented net of impairments and write-offs, if any. (2) Exclude intangible assets and liabilities that were fully amortized in prior years. (3) Composed of investment management contracts and investor relationships. (4) Lease intangible assets are composed of in-place leases, above-market leases and tenant relationships. Lease-intangible liabilities are composed of below-market leases. (5) In connection with data center services provided in the colocation data center business which was deconsolidated in September 2023. (6) Represents primarily the value of an acquired domain name and assembled workforce in an asset acquisition. Amortization of Intangible Assets and Liabilities The following table summarizes amortization of deferred leasing costs and finite-lived intangible assets and intangible liabilities: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Net increase (decrease) to rental income (1) $ 383 $ ( 3 ) $ 457 $ 172 Amortization expense Investment management intangibles $ 8,685 $ 5,066 $ 25,496 $ 15,176 Deferred leasing costs and lease-related intangibles 25,120 34,834 92,488 118,941 Customer relationships and service contracts 3,392 7,754 11,853 18,554 Trade name 911 1,098 3,107 3,294 Other 395 477 1,354 1,431 $ 38,503 $ 49,229 $ 134,298 $ 157,396 __________ (1) Represents the net effect of amortizing above- and below-market leases. The following table presents the future amortization of deferred leasing costs and finite-lived intangible assets and intangible liabilities . Year Ending December 31, (In thousands) Remaining 2023 2024 2025 2026 2027 2028 and thereafter Total Net increase (decrease) to rental income $ ( 447 ) $ ( 1,759 ) $ ( 1,875 ) $ ( 1,301 ) $ ( 1,049 ) $ 1,043 $ ( 5,388 ) Amortization expense 25,155 90,489 83,319 73,978 64,047 334,545 671,533 30 Table of Contents 7. Restricted Cash, Other Assets and Other Liabilities All 2023 amounts in the tables below reflect the effect of the deconsolidation of DataBank in September 2023, where applicable. Restricted Cash Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreements of the various securitized debt of the Company and subsidiaries in the Operating segment. Other Assets The following table summarizes the Company's other assets. (In thousands) September 30, 2023 December 31, 2022 Straight-line rents $ 52,470 $ 42,721 Investment deposits and pending deal costs 310 1,377 Derivative assets — 11,793 Prepaid taxes and deferred tax assets, net 11,197 8,709 Receivables from resolution of investment 350 14,923 Operating lease right-of-use asset—corporate offices 34,749 23,689 Operating lease right-of-use asset—investment properties — 305,760 Finance lease right-of-use asset—investment properties — 120,261 Accounts receivable, net (1) 30,438 66,059 Prepaid expenses 16,361 28,760 Other assets 11,374 15,798 Fixed assets, net (2) 8,091 14,200 Total other assets $ 165,340 $ 654,050 __________ (1) Includes primarily receivables from tenants in the Operating segment. (2) Net of accumulated depreciation of $ 8.4 million at September 30, 2023 and $ 17.9 million at December 31, 2022 . 31 Table of Contents Other Liabilities The following table summarizes the Company's other liabilities: (In thousands) September 30, 2023 December 31, 2022 Deferred investment management fees (1) $ 8,918 $ 6,264 Other deferred income (2) 36,174 55,188 Interest payable—corporate debt 1,181 4,431 Interest payable—investment level debt 3,420 5,624 Common and preferred stock dividends payable 16,418 16,491 Securities sold short—consolidated funds 43,832 40,928 Due to custodians—consolidated funds 9,548 35,458 Current and deferred income tax liability 7,304 98 Contingent consideration payable—InfraBridge (Note 11) 11,203 — Contingent consideration payable—Wafra (Note 10) 35,000 125,000 Warrants issued to Wafra (Note 10) 41,400 17,700 Operating lease liability—corporate offices 49,954 40,497 Operating lease liability—investment properties — 282,433 Finance lease liability—investment properties — 135,624 Accrued compensation 48,756 52,031 Accrued incentive fee and carried interest compensation 242,402 171,086 Accrued real estate and other taxes 6,569 21,580 Payable for Vantage SDC expansion capacity (3) 38,538 56,889 Accounts payable and accrued expenses 45,118 185,900 Due to affiliates (Note 16) 13,055 12,451 Other liabilities 9,782 6,423 Other liabilities $ 668,572 $ 1,272,096 __________ (1) Deferred investment management fees are expected to be recognized as fee income over a weighted average period of 2.8 years as of September 30, 2023 and 2.9 years as of December 31, 2022. Deferred investment management fees recognized as income of $ 1.5 million and $ 0.6 million in the three months ended September 30, 2023 and 2022 , respectively, and $ 2.8 million and $ 3.1 million in the nine months ended September 30, 2023 and 2022, respectively, pertain to the deferred management fee balance at the beginning of each respective period. (2) Represents primarily prepaid rental income and upfront payment received for data center installation services in the Operating segment. (3) Represents deferred purchase consideration associated with a Vantage SDC add-on acquisition in 2021 that is to be paid upon future lease-up. Deferred Income Taxes The Company has significant deferred tax assets, related principally to capital loss carryforwards, outside basis difference in DBRG's interest in the OP, outside basis difference in investment in partnerships and net operating losses generated by a taxable U.S. subsidiary. As of September 30, 2023 and December 31, 2022 , a full valuation allowance has been established as the realizability of these deferred tax assets did not meet the more-likely-than-not threshold. As a result, income tax expense in 2023 generally reflects the income tax effect of foreign subsidiaries. 8. Debt Corporate Debt —This is composed of a securitized financing facility and senior notes issued by DigitalBridge Group, Inc. or the OP and are recourse to the Company, as discussed further below. Corporate debt is presented within Corporate and Other, except that a portion of the securitized financing facility is allocated to the Investment Management and Operating segments consistent with the cash flows that service the debt and the underlying collateral that resides across the Company's various lines of business. September 30, 2023 December 31, 2022 (In thousands) Investment Management Operating Corporate and Other Total Investment Management Operating Corporate and Other Total Corporate debt Securitized financing facility $ 199,745 $ 70,499 $ 23,499 $ 293,743 $ 198,677 $ 70,120 $ 23,374 $ 292,171 Convertible and exchangeable senior notes — — 77,378 77,378 — — 276,741 276,741 $ 199,745 $ 70,499 $ 100,877 $ 371,121 $ 198,677 $ 70,120 $ 300,115 $ 568,912 32 Table of Contents Investment-level Debt —This represents non-recourse debt, including: (i) investment level financing in the Operating segment, which excludes DataBank following deconsolidation in September 2023; and (ii) debt within consolidated funds and debt on warehoused investments, if any, in Corporate and Other. The components that make up the carrying value of corporate and investment-level debt are as follows. Corporate Debt (In thousands) Securitized Financing Facility Convertible and Exchangeable Senior Notes Total Non-Recourse Investment-Level Debt September 30, 2023 Debt at amortized cost Principal $ 300,000 $ 78,422 $ 378,422 $ 2,806,408 Premium (discount), net — ( 933 ) ( 933 ) 5,119 Deferred financing costs ( 6,257 ) ( 111 ) ( 6,368 ) ( 25,475 ) $ 293,743 $ 77,378 $ 371,121 $ 2,786,052 December 31, 2022 Debt at amortized cost Principal $ 300,000 $ 278,422 $ 578,422 $ 4,634,235 Premium (discount), net — ( 1,293 ) ( 1,293 ) 10,713 Deferred financing costs ( 7,829 ) ( 388 ) ( 8,217 ) ( 57,720 ) $ 292,171 $ 276,741 $ 568,912 $ 4,587,228 33 Table of Contents The following table summarizes certain key terms of corporate and investment-level debt. Fixed Rate Variable Rate Total ($ in thousands) Outstanding Principal Weighted Average Interest Rate (Per Annum) (1) Weighted Average Years Remaining to Maturity (2) Outstanding Principal Weighted Average Interest Rate (Per Annum) (1) Weighted Average Years Remaining to Maturity (2) Outstanding Principal Weighted Average Interest Rate (Per Annum) (1) Weighted Average Years Remaining to Maturity (2) September 30, 2023 Corporate debt Recourse Securitized financing facility (3) $ 300,000 3.93 % 3.0 $ — NA 3.0 $ 300,000 3.93 % 3.0 Exchangeable senior notes 78,422 5.75 % 1.8 — NA NA 78,422 5.75 % 1.8 $ 378,422 $ — $ 378,422 Investment-Level Secured Debt Non-recourse Operating segment $ 2,801,748 2.84 % 2.7 $ — NA NA $ 2,801,748 2.84 % 2.7 Corporate and Other—Consolidated fund — NA NA 4,660 6.92 % 0.9 4,660 6.92 % 0.9 $ 2,801,748 $ 4,660 $ 2,806,408 December 31, 2022 Corporate debt Recourse Securitized financing facility (3) $ 300,000 3.93 % 3.7 $ — NA 3.7 $ 300,000 3.93 % 3.7 Convertible and exchangeable senior notes 278,422 5.21 % 0.9 — NA NA 278,422 5.21 % 0.9 $ 578,422 $ — $ 578,422 Investment-Level Secured Debt Non-recourse Operating segment $ 3,640,235 2.43 % 3.1 $ 993,500 8.41 % 2.6 $ 4,633,735 3.71 % 3.0 Corporate and Other—Consolidated fund — NA NA 500 5.96 % 1.6 500 5.96 % 1.6 $ 3,640,235 $ 994,000 $ 4,634,235 __________ (1) Calculated based upon outstanding debt principal at balance sheet date. For variable rate debt, weighted average interest rate is calculated based upon the applicable index plus spread at balance sheet date. (2) Calculated based upon anticipated repayment dates for notes issued under securitization financing; otherwise based upon initial maturity dates, or extended maturity dates if extension criteria are met for extensions that are at the Company's option. (3) Represent obligations of special-purpose subsidiaries of the OP as co-issuers and certain other special-purpose subsidiaries of DBRG, and secured by assets of these special-purpose subsidiaries, as further described below. DBRG and the OP are not guarantors to the debt. Corporate Debt — Securitized Financing Facility In July 2021, special-purpose subsidiaries of the OP (the "Co-Issuers") issued Series 2021-1 Secured Fund Fee Revenue Notes, composed of: (i) $ 300 million aggregate principal amount of 3.933 % Secured Fund Fee Revenue Notes, Series 2021-1, Class A-2 (the “Class A-2 Notes”); and (ii) up to $ 300 million (following a $ 100 million increase in April 2022) Secured Fund Fee Revenue Variable Funding Notes, Series 2021-1, Class A-1 (the “VFN” and, together with the Class A-2 Notes, the “Series 2021-1 Notes”). The VFN allow the Co-Issuers to borrow on a revolving basis. The Series 2021-1 Notes were issued under an Indenture dated July 2021, as amended in April 2022, that allows the Co-Issuers to issue additional series of notes in the future, subject to certain conditions. The Series 2021-1 Notes replaced the Company's previous corporate credit facility. The Series 2021-1 Notes represent obligations of the Co-Issuers and certain other special-purpose subsidiaries of DBRG, and neither DBRG, the OP nor any of its other subsidiaries are liable for the obligations of the Co-Issuers. The Series 2021-1 Notes are secured by net investment management fees earned by subsidiaries of DBRG, equity interests in portfolio companies in the Operating segment and limited partnership interests in certain sponsored funds held by subsidiaries of DBRG, as collateral. 34 Table of Contents The Class A-2 Notes bear interest at a rate of 3.933 % per annum, payable quarterly. The VFN bear interest generally based upon 1-month Adjusted Term Secured Overnight Financing Rate or SOFR (prior to April 2022, 3-month LIBOR) or an alternate benchmark as set forth in the purchase agreement of the VFN plus 3 %. Unused capacity under the VFN facility is subject to a commitment fee of 0.5 % per annum. The final maturity date of the Class A-2 Notes is in September 2051, with an anticipated repayment date in September 2026. The anticipated repayment date of the VFN is in September 2024, subject to two one-year extensions at the option of the Co-Issuers. If the Series 2021-1 Notes are not repaid or refinanced prior to their anticipated repayment date, or such date is not extended for the VFN, interest will accrue at a higher rate and the Series 2021-1 Notes will begin to amortize quarterly. The Series 2021-1 Notes may be optionally prepaid, in whole or in part, prior to their anticipated repayment dates. There is no prepayment penalty on the VFN. However, prepayment of the Class A-2 Notes will be subject to additional consideration based upon the difference between the present value of future payments of principal and interest and the outstanding principal of such Class A-2 Note that is being prepaid; or 1 % of the outstanding principal of such Class A-2 Note that is being prepaid in connection with a disposition of collateral. The Indenture of the Series 2021-1 Notes contains various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined. As of the date of this filing, the Co-Issuers are in compliance with all of the financial covenants, and the full $ 300 million under the VFN is available to be drawn. Corporate Debt — Convertible and Exchangeable Senior Notes Convertible and exchangeable senior notes (collectively, the senior notes) are composed of the following, representing senior unsecured obligations of DigitalBridge Group, Inc. or the OP as issuers of the senior notes: Description Issuance Date Due Date Interest Rate (per annum) Conversion or Exchange Price (per share of common stock) Conversion or Exchange Ratio (in shares) (1) Conversion or Exchange Shares (in thousands) Earliest Redemption Date Outstanding Principal September 30, 2023 December 31, 2022 Issued by DigitalBridge Group, Inc. 5.00 % Convertible Senior Notes (2) April 2013 April 15, 2023 5.00 % $ 63.02 15.8675 3,174 April 22, 2020 $ — $ 200,000 Issued by DigitalBridge Operating Company, LLC 5.75 % Exchangeable Senior Notes July 2020 July 15, 2025 5.75 % 9.20 108.6956 8,524 July 21, 2023 78,422 78,422 $ 78,422 $ 278,422 __________ (1) The conversion or exchange ratio for the senior notes is subject to periodic adjustments to reflect certain carried-forward adjustments relating to common stock splits, reverse stock splits, common stock adjustments in connection with spin-offs and cumulative cash dividends paid on the Company's common stock since the issuances of the senior notes. The ratios are presented in shares of common stock per $ 1,000 principal of each senior note. (2) Fully repaid in April 2023. The senior notes mature on their due dates, unless earlier redeemed, repurchased, or exchanged. The outstanding senior notes are exchangeable at any time by holders of such notes into shares of the Company’s common stock at the applicable exchange rate, which is subject to adjustment upon occurrence of certain events. To the extent certain trading conditions of the Company’s common stock are met, the senior notes are redeemable by the issuer in whole or in part for cash at any time on or after their earliest redemption dates at a redemption price equal to 100 % of the principal amount of such senior notes being redeemed, plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. In the event of certain change in control transactions, holders of the senior notes have the right to require the issuer to purchase all or part of such holder's senior notes for cash in accordance with terms of the governing documents of the senior notes. Exchange of Senior Notes For Common Stock and Cash There were no exchange transactions in 2023. 35 Table of Contents In March 2022, DBRG and the OP completed separate privately negotiated exchange transactions with certain noteholders of the 5.75 % exchangeable notes. The Company exchanged in aggregate $ 60.3 million of outstanding principal of the 5.75 % exchangeable notes into 6,389,366 shares of the Company's class A common stock and paid $ 13.9 million of cash. The exchanges resulted in a debt extinguishment loss of $ 133.2 million, calculated as the excess of consideration paid over the carrying value of the notes exchanged, and recorded in other loss on the consolidated statement of operations. Consideration was measured at fair value based upon the closing price of the Company's class A common stock on the date of the respective exchanges, and cash paid, net of transaction costs. The exchanges did not qualify as debt conversion and were treated as debt extinguishment as the Company issued less than the number of shares issuable under the stated exchange ratio of 108.696 shares per $1,000 of note principal exchanged. Non-Recourse Investment-Level Secured Debt These are investment level financing that are non-recourse to DBRG and are primarily secured by data center portfolios held by subsidiaries in the Operating segment, which excludes DataBank following deconsolidation in September 2023. At September 30, 2023, the remaining subsidiary in the Operating segment was in compliance with the financial covenants underlying the respective investment-level secured debt. In 2023, subsidiaries in the Operating segment refinanced or raised additional debt, primarily through new securitization transactions, as follows. There were no securitization activities in 2022. In February 2023, DataBank issued $ 715 million of securitized notes at fixed rate coupon of 5.12 % per annum ( 7.07 % per annum effective rate as the notes were issued at a discount) with a 5-year anticipated repayment date. Separately, DataBank secured a $ 350 million credit facility that may be drawn over time and obtained $ 121.0 million financing for a data center acquisition (Note 3). Proceeds were also applied principally to refinance the data center assets of its zColo subsidiary and to repay the outstanding balance of its variable funding notes. In March 2023, Vantage SDC issued $ 370 million of securitized notes at a fixed rate coupon of 6.32 % per annum with a 5-year anticipated repayment date. Proceeds were applied principally to repay previously issued securitized notes which had an anticipated repayment date in November 2023 and the outstanding balance of its variable funding notes. These refinancing transactions resulted in a net loss from debt extinguishment totaling $ 12.0 million, representing prepayment penalty and accelerated amortization of deferred financing costs, debt discount and premium, recorded in interest expense . Future Minimum Principal Payments The following table summarizes future scheduled minimum principal payments of debt at September 30, 2023. Future debt principal payments are presented based upon anticipated repayment dates for notes issued under securitization financing, or based upon initial maturity dates or extended maturity dates if extension criteria are met at September 30, 2023 for extensions that are at the option of the respective borrower entities. (In thousands) Remaining 2023 2024 2025 2026 2027 2028 and thereafter Total Corporate debt Securitized financing facility $ — $ — $ — $ 300,000 $ — $ — $ 300,000 Exchangeable senior notes — — 78,422 — — — 78,422 $ — $ — $ 78,422 $ 300,000 $ — $ — $ 378,422 Non-recourse investment-level secured debt Operating segment $ 995 $ 600,753 $ 700,000 $ 530,000 $ 600,000 $ 370,000 $ 2,801,748 Corporate and Other—Consolidated fund — 4,660 — — — — 4,660 $ 995 $ 605,413 $ 700,000 $ 530,000 $ 600,000 $ 370,000 $ 2,806,408 36 Table of Contents 9. Stockholders' Equity The table below summarizes the share activities of the Company's preferred stock and common stock. Number of Shares (In thousands) Preferred Stock Class A Common Stock Class B Common Stock Shares outstanding at December 31, 2021 35,340 142,144 166 Stock repurchases ( 2,229 ) ( 945 ) — Exchange of notes for class A common stock — 6,389 — Shares issued upon redemption of OP Units — 100 — Shares issued for redemption of redeemable noncontrolling interest (Note 10) — 14,435 — Equity awards issued, net of forfeitures — 1,533 — Shares canceled for tax withholding on vested equity awards — ( 681 ) — Shares outstanding at September 30, 2022 33,111 162,975 166 Shares outstanding at December 31, 2022 33,111 159,763 166 Stock repurchases ( 235 ) — — Shares issued upon redemption of OP Units — 253 — Equity awards issued, net of forfeitures — 4,815 — Shares canceled for tax withholding on vested equity awards — ( 1,567 ) — Shares outstanding at September 30, 2023 32,876 163,264 166 Preferred Stock In the event of a liquidation or dissolution of the Company, preferred stockholders have priority over common stockholders for payment of dividends and distribution of net assets. The table below summarizes the preferred stock issued and outstanding at September 30, 2023: Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding (in thousands) Par Value (in thousands) Liquidation Preference (in thousands) Earliest Redemption Date Series H 7.125 % April 2015 8,395 $ 84 $ 209,870 Currently redeemable Series I 7.15 % June 2017 12,867 129 321,668 Currently redeemable Series J 7.125 % September 2017 11,614 116 290,361 Currently redeemable 32,876 $ 329 $ 821,899 All series of preferred stock are at parity with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding up of the Company. Dividends are payable quarterly in arrears in January, April, July and October. Each series of preferred stock is redeemable on or after the earliest redemption date for that series at $ 25.00 per share plus accrued and unpaid dividends (whether or not declared) prorated to their redemption dates, exclusively at the Company’s option. The redemption period for each series of preferred stock is subject to the Company’s right under limited circumstances to redeem the preferred stock upon the occurrence of a change of control (as defined in the articles supplementary relating to each series of preferred stock). Preferred stock generally does not have any voting rights, except if the Company fails to pay the preferred dividends for six or more quarterly periods (whether or not consecutive). Under such circumstances, the preferred stock will be entitled to vote, together as a single class with any other series of parity stock upon which like voting rights have been conferred and are exercisable, to elect two additional directors to the Company’s board of directors, until all unpaid dividends have been paid or declared and set aside for payment. In addition, certain changes to the terms of any series of preferred stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of each such series of preferred stock voting separately as a class for each series of preferred stock. Common Stock Except with respect to voting rights, class A common stock and class B common stock have the same rights and privileges and rank equally, share ratably in dividends and distributions, and are identical in all respects as to all matters. Class A common stock has one vote per share and class B common stock has thirty-six and one-half votes per share. This gives the holders of class B common stock a right to vote that reflects the aggregate outstanding non-voting 37 Table of Contents economic interest in the Company (in the form of OP Units) attributable to class B common stock holders and therefore, does not provide any disproportionate voting rights. Class B common stock was issued as consideration in the Company's acquisition in April 2015 of the investment management business and operations of its former manager, which was previously controlled by the Company's former Executive Chairman. Each share of class B common stock shall convert automatically into one share of class A common stock if the former Executive Chairman or his beneficiaries directly or indirectly transfer beneficial ownership of class B common stock or OP Units held by them, other than to certain qualified transferees, which generally includes affiliates and employees. In addition, each holder of class B common stock has the right, at the holder’s option, to convert all or a portion of such holder’s class B common stock into an equal number of shares of class A common stock. The Company reinstated quarterly common stock dividends at $0.01 per share beginning the third quarter of 2022, having previously suspended common stock dividends from the second quarter of 2020 through the second quarter of 2022. Dividend Reinvestment and Direct Stock Purchase Plan The Company's Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) provides existing common stockholders and other investors the opportunity to purchase shares (or additional shares, as applicable) of the Company's class A common stock by reinvesting some or all of the cash dividends received on their shares of the Company's class A common stock or making optional cash purchases within specified parameters. The DRIP Plan involves the acquisition of the Company's class A common stock either in the open market, directly from the Company as newly issued common stock, or in privately negotiated transactions with third parties. No shares of class A common stock have been acquired under the DRIP Plan in the form of new issuances in the last three years. Reverse Stock Split In August 2022, the Company effectuated a one-for-four reverse stock split of its outstanding shares of class A and class B common stock. At that time, t he number of authorized shares of common stock was not concurrently adjusted and p ar value of common stock was proportionately increased from $ 0.01 to $ 0.04 per share. Following stockholder approval in May 2023, the number of authorized shares of class A and class B common stock was proportionally decreased to 237,250,000 shares and 250,000 shares, respectively and p ar value of common stock was proportionately decreased from $ 0.04 to $ 0.01 per share, resulting in approximately $ 4.9 million increase in additional paid-in capital. Stock Repurchases Pursuant to a $ 200 million stock repurchase program announced in July 2022 that expired in June 2023: • In 2023, the Company repurchased 235,223 shares in aggregate across Series H, I and J preferred stock for approximately $ 4.7 million, or a weighted average price of $ 20.18 per share. • In 2022, the Company repurchased (i) 2,228,805 shares in aggregate across Series H, I and J preferred stock for $ 52.6 million, or a weighted average price of $ 23.62 per share; and (ii) 4,195,020 shares of class A common stock for $ 54.9 million, or a weighted average price of $ 13.09 per share. The excess or deficit of the repurchase price over the carrying value of the preferred stock results in a decrease or increase to net income attributable to common stockholders, respectively. 38 Table of Contents Accumulated Other Comprehensive Income (Loss) ("AOCI") The following tables present the changes in each component of AOCI attributable to stockholders and noncontrolling interests in investment entities, net of immaterial tax effect. AOCI attributable to noncontrolling interests in Operating Company is immaterial. Changes in Components of AOCI—Stockholders (In thousands) Company's Share in AOCI of Equity Method Investments Unrealized Gain (Loss) on AFS Debt Securities Foreign Currency Translation Gain (Loss) Unrealized Gain (Loss) on Net Investment Hedges Total AOCI at December 31, 2021 $ 2,334 $ 5,861 $ 26,502 $ 7,686 $ 42,383 Other comprehensive income (loss) before reclassifications ( 3,790 ) — ( 36,281 ) 24,477 ( 15,594 ) Amounts reclassified from AOCI ( 200 ) ( 5,861 ) ( 17,016 ) ( 7,768 ) ( 30,845 ) AOCI at September 30, 2022 $ ( 1,656 ) $ — $ ( 26,795 ) $ 24,395 $ ( 4,056 ) AOCI at December 31, 2022 $ ( 295 ) $ — $ ( 1,214 ) $ — $ ( 1,509 ) Other comprehensive income (loss) before reclassifications ( 1 ) — 1,264 — 1,263 Amounts reclassified from AOCI 296 — ( 902 ) — ( 606 ) Deconsolidation of DataBank — — 965 — 965 AOCI at September 30, 2023 $ — $ — $ 113 $ — $ 113 Changes in Components of AOCI—Noncontrolling Interests in Investment Entities (In thousands) Foreign Currency Translation Gain (Loss) AOCI at December 31, 2021 $ 11,057 Other comprehensive income (loss) before reclassifications ( 29,551 ) Amounts reclassified from AOCI ( 9,819 ) AOCI at September 30, 2022 $ ( 28,313 ) AOCI at December 31, 2022 $ ( 3,015 ) Other comprehensive income (loss) before reclassifications ( 1,666 ) Amounts reclassified from AOCI 2,082 Deconsolidation of DataBank 2,550 AOCI at September 30, 2023 $ ( 49 ) Reclassifications out of AOCI—Stockholders Information about amounts reclassified out of AOCI attributable to stockholders by component is presented below. Such amounts are included in other gain (loss) in continuing and discontinued operations on the consolidated statements of operations, as applicable, except for amounts related to equity method investments, which are included in equity method losses in discontinued operations. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, Component of AOCI reclassified into earnings 2023 2022 2023 2022 Relief of basis of AFS debt securities $ — $ — $ — $ 5,861 Release of foreign currency cumulative translation adjustments 284 ( 3,664 ) 902 17,016 Realized gain on net investment hedges — 7,768 — 7,768 Deconsolidation of DataBank ( 965 ) ( 965 ) — Release of AOCI of equity method investments — — ( 296 ) 200 39 Table of Contents 10. Noncontrolling Interests Redeemable Noncontrolling Interests The following table presents the activities in redeemable noncontrolling interests in the Company's investment management business through its redemption in May 2022 as discussed below, and in open-end funds in the liquid securities strategy consolidated by the Company. Nine Months Ended September 30, (In thousands) 2023 2022 Redeemable noncontrolling interests Balance at January 1 $ 100,574 $ 359,223 Contributions 300 11,650 Distributions paid and payable, including redemptions by limited partners in consolidated funds ( 78,330 ) ( 20,119 ) Net income (loss) 4,634 ( 31,989 ) Adjustment of Wafra's interest to redemption value and warrants held by Wafra to fair value — 725,026 Redemption of Wafra's interest — ( 862,276 ) Reclassification of warrants held by Wafra to liability in May 2022 (Note 7) — ( 81,400 ) Reclassification of Wafra's carried interest allocation to noncontrolling interests in investment entities in May 2022 — ( 4,087 ) Balance at September 30 $ 27,178 $ 96,028 Redeemable Noncontrolling Interest in Investment Management On May 23, 2022, the Company redeemed the 31.5 % noncontrolling interest in its investment management business held by Wafra pursuant to a purchase and sale agreement ("PSA") entered into in April 2022. In connection with Wafra's initial investment in the Company's investment management business in July 2020, Wafra had assumed directly and also indirectly through a participation interest $ 124.9 million of the Company's commitments to DBP I, and has a $ 125.0 million commitment to DBP II that has been partially funded to-date. These are the Company's flagship value-add equity infrastructure funds. Wafra had also agreed to make commitments to the Company's future funds and investment vehicles on a pro rata basis with the Company based on Wafra's percentage interest in the investment management business, subject to certain caps. Pursuant to the PSA, Wafra’s entitlement to carried interest in DBP II was reduced from 12.6 % to 7 %, and with certain limited exceptions, Wafra sold or gave up its right to invest in, or receive carried interest from, future investment management products, but except as otherwise provided, retained its investment in and its allocation of carried interest from existing investment management products. Consideration for the redemption of Wafra's interest consisted of: (i) an upfront payment of $ 388.5 million in cash and 14,435,399 shares of the Company's Class A common stock valued at $ 348.8 million based upon the closing price of the Company's class A common stock on May 23, 2022; and (ii) Wafra's right to earn a contingent amount up to $ 125 million if the Company raises fee earning equity under management (as defined in the PSA) up to $ 6 billion during the period from December 31, 2021 to December 31, 2023, payable in March 2023 for portion earned in 2022 and March 2024 for any remaining portion earned in 2023, with up to 50 % payable in shares of the Company's Class A common stock at the Company's election. The Company paid Wafra in cash $ 90 million of the contingent amount in March 2023. The carrying value of Wafra's redeemable noncontrolling interest was adjusted to fair value prior to redemption, initially based upon an estimate of consideration payable at March 31, 2022 when redemption was deemed to be probable, including the maximum potential contingent amount of $ 125 million. This adjustment resulted in an allocation from additional paid-in capital to redeemable noncontrolling interests on the consolidated balance sheet. The unrealized carried interest earnings allocated to Wafra that was retained and no longer subject to redemption was reclassified in May 2022 to permanent equity, included in noncontrolling interests in investment entities. Additionally, in July 2020, the Company had also issued Wafra five warrants to purchase up to an aggregate of 5 % of the Company’s class A common stock ( 5 % at the time of the transaction, on a fully-diluted, post-transaction basis), as described further in Note 11. In connection with the redemption, the terms of the warrants were amended, among other things, to provide for net cash settlement upon exercise of the warrants, at election of either the Company or Wafra, if such exercise would result in Wafra beneficially owning in excess of 9.8 % of the issued and outstanding shares of the Company's class A common stock. Inclusion of the cash settlement feature changed the classification of the warrants from equity to liability. The warrants were remeasured to fair value prior to reclassification in May 2022, with the increase in 40 Table of Contents value recorded in equity to reduce additional paid-in capital. Subsequent changes in fair value of the warrant liability is recorded in earnings. The Company's redemption of Wafra's interest in May 2022 also resulted in the assumption of $ 5.2 million of deferred tax asset that now accrues to the Company. Noncontrolling Interests in Investment Entities 2022 DataBank Additional Investment In January 2022, a shareholder of DataBank sold its equity interest to the Company and an existing investor, resulting in an additional $ 32.0 million investment by the Company in DataBank. Following this transaction and additional equity funded by the shareholders of DataBank in connection with its data center acquisition in March 2022 (Note 3), the Company's interest in DataBank increased from 20 % to 21.8 % (prior to the 2022 and 2023 recapitalizations as discussed below). 2022 DataBank Recapitalization The Company began a partial recapitalization of DataBank in the second half of 2022 through multiple sales of equity interest to new investors, resulting in net proceeds to the Company of approximately $ 425.5 million, including its share of carried interest, net of allocation to employees and former employees of $ 20.1 million (the "2022 Recapitalization"). As a result of the 2022 Recapitalization, the Company's ownership decreased from 21.8 % to 11.0 % at December 31, 2022. Upon completion of the 2022 Recapitalization, the Company reconsidered its consolidation assessment and concluded that it remained the primary beneficiary of the VIE through which it holds its interest in DataBank. As the 2022 Recapitalization involved a change in ownership of a consolidated subsidiary, it was accounted for as an equity transaction. The difference between the book value of the Company's interest and its ownership based upon the fair value of DataBank resulted in a reallocation from noncontrolling interests in investment entities to additional paid-in capital totaling $ 230.2 million in the third and fourth quarters of 2022. The 2022 Recapitalization transaction triggered an accelerated vesting of certain profits interest units that had been issued by DataBank to its employees. As a result of the accelerated vesting, $ 10.0 million of additional equity based compensation was recorded in the third quarter of 2022 based upon DataBank's original grant date fair value of these awards, of which $ 7.8 million was attributable to noncontrolling interests in investment entities. 2023 DataBank Recapitalization and Deconsolidation In September 2023, the Company completed the partial recapitalization of DataBank through additional sales of equity interest to new investors (the "2023 Recapitalization"), resulting in net proceeds to the Company of $ 49.4 million, including carried interest of $ 27.9 million. As a result of the 2023 Recapitalization, the Company's ownership interest in DataBank decreased from 11.0 % to 9.87 %. Upon completion of the 2023 Recapitalization, the Company reconsidered its consolidation assessment and concluded that it no longer held a controlling financial interest in DataBank and was no longer the primary beneficiary of the VIE through which it holds its interest in DataBank. As a result, the Company derecognized the assets and liabilities of DataBank effective September 14, 2023, and accounts for its remaining investment in DataBank using the equity method. Accordingly, prior to September 14, 2023, the assets and liabilities and operating results of DataBank were included in the Company's consolidated financial statements and presented in the Operating segment, with the portion of DataBank's operating results attributable to third party investors presented as noncontrolling interests in investment entities. Subsequent to September 14, 2023, the Company's consolidated financial statements include only its equity investment and its share of changes in the fair value of DataBank, which are presented in Corporate and Other, consistent with the treatment and presentation of the Company's interests as general partner affiliate in its other sponsored investment vehicles (Note 4). 41 Table of Contents The deconsolidation of DataBank resulted in the derecognition of the following assets, liabilities and noncontrolling interests in investment entities as of September 14, 2023: (In thousands) September 14, 2023 Assets Cash and cash equivalents $ 52,902 Restricted cash 49,546 Real estate 3,234,888 Goodwill 463,120 Deferred leasing costs and intangible assets 322,187 Other assets 461,223 Assets held for disposition 49,696 $ 4,633,562 Liabilities Debt $ 2,309,596 Intangible liabilities 6,696 Other liabilities 718,211 Liabilities related to assets held for disposition 12,165 $ 3,046,668 Noncontrolling interests in investment entities $ 1,427,435 In connection with the deconsolidation, the Company realized a $ 3.7 million gain from the sale of its equity interest in the 2023 Recapitalization, and remeasured its remaining 9.87 % equity interest in DataBank at a fair value of $ 434.5 million (Note 4) based upon the pricing of the recapitalization, which resulted in an unrealized gain of $ 275.0 million. The total gain of $ 278.7 million was recorded in other gain (loss), net on the Company's consolidated statements of operations, and is presented in Corporate and Other. Noncontrolling Interests in Operating Company Certain current and former employees of the Company directly or indirectly own interests in OP, presented as noncontrolling interests in the Operating Company. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s OP Units for cash based on the market value of an equivalent number of shares of class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis. At the end of each period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP. Redemption of OP Units —The Company redeemed OP Units totaling 253,084 in 2023 and 100,220 in 2022 through issuance of an equal number of shares of class A common stock on a one -for-one basis. 11. Fair Value Recurring Fair Values Financial assets and financial liabilities carried at fair value on a recurring basis include financial instruments for which the fair value option was elected, but exclude financial assets under the NAV practical expedient. Fair value is categorized into a three tier hierarchy that is prioritized based upon the level of transparency in inputs used in the valuation techniques, as follows. Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument. Level 3 —At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate. 42 Table of Contents Marketable Equity Securities Marketable equity securities with long positions of $ 84.0 million at September 30, 2023 and $ 155.9 million at December 31, 2022, included within equity investments of Corporate and Other (Note 4), and short positions of $ 43.8 million at September 30, 2023 and $ 40.9 million at December 31, 2022, included in other liabilities (Note 7), consist of publicly traded equity securities held predominantly by sponsored liquid strategy funds consolidated by the Company. The equity securities of the consolidated funds comprise listed stocks primarily in the U.S. and to a lesser extent, in Europe, and primarily in the technology, media and telecommunications sectors. These marketable equity securities are valued based upon listed prices in active markets and classified as Level 1 of the fair value hierarchy. Equity Investment of Consolidated Fund A consolidated credit fund has equity interests in pooling entities that hold a portfolio of loans, invested alongside other managed credit funds. The fund's equity interests in the pooling entities had a fair value of $ 107.0 million at September 30, 2023 and $ 46.8 million at December 31, 2022, classified as Level 3 of the fair value hierarchy. Fair value of the fund's equity interests in the pooling entities is based upon its share of expected cash flows from the loan assets held by the pooling entities. In estimating fair value of the underlying loans, the pooling entities considered the prevailing market yields at which a third party might expect to receive on equivalent loans with similar credit risk. Based upon a comparison to market yields, it was determined that the transacted price or par value of the loans held by the pooling entities approximated their fair value at September 30, 2023 and at December 31, 2022 . Derivatives The Company's derivative instruments generally consist of: (i) foreign currency put options, forward contracts and costless collars to hedge the foreign currency exposure of certain foreign-denominated investments or investments in foreign subsidiaries (in GBP and EUR), with notional amounts and termination dates based upon the anticipated return of capital from these investments; and (ii) interest rate caps and swaps to limit the exposure to changes in interest rates on various floating rate debt obligations (indexed to SOFR or Euribor). These derivative contracts may be designated as qualifying hedge accounting relationships, specifically as net investment hedges and cash flow hedges, respectively. The derivative instruments are subject to master netting arrangements with counterparties that allow the Company to offset the settlement of derivative assets and liabilities in the same currency by instrument type or, in the event of default by the counterparty, to offset all derivative assets and liabilities with the same counterparty. Notwithstanding the conditions for right of offset may have been met, the Company presents derivative assets and liabilities with the same counterparty on a gross basis on the consolidated balance sheets. The Company had no outstanding derivatives at September 30, 2023. At December 31, 2022, fair value of derivative assets was $ 11.8 million, included in other assets, and there were no derivatives in a liability position. All derivative positions were non-designated hedges. At December 31, 2022, derivative notional amounts aggregated to the equivalent of $ 321.1 million for foreign exchange contracts, and there were no outstanding interest rate contracts. Realized and unrealized gains and losses on derivative instruments are recorded in other gain (loss) on the consolidated statement of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Foreign currency contracts: Realized gain transferred from AOCI to earnings $ — $ 8,367 $ — $ 8,367 Realized and unrealized gain in earnings on non-designated contracts (1) — ( 8,689 ) 4,053 ( 3,619 ) Interest rate contracts: Realized and unrealized gain in earnings on non-designated contracts — 10,258 — 11,284 __________ (1) Include amount related to foreign currency contract entered into on behalf of a sponsored fund, which had no net impact to the Company's earnings, (Note 16). The Company's foreign currency and interest rate contracts are generally traded over-the-counter, and are valued using a third-party service provider. Quotations on over-the-counter derivatives are not adjusted and are generally valued using observable inputs such as contractual cash flows, yield curve, foreign currency rates and credit spreads, and are classified as Level 2 of the fair value hierarchy. Although credit valuation adjustments, such as the risk of default, rely on Level 3 inputs, these inputs are not significant to the overall valuation of the derivatives. As a result, derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy. 43 Table of Contents Warrants As discussed in Note 10, the Company had issued five warrants to Wafra in July 2020. Each warrant entitles Wafra to purchase up to 1,338,000 shares of the Company's class A common stock at staggered strike prices between $ 9.72 and $ 24.00 each, exercisable through July 17, 2026. No warrants have been exercised to-date. The warrants are carried at fair value effective May 2022 when they were reclassified from equity to liability, with subsequent changes in fair value recorded in other gain (loss) on the consolidated statements of operations. The warrants were valued at $ 41.4 million at September 30, 2023 and $ 17.7 million at December 31, 2022 using a Black-Scholes option pricing model, applying the following inputs: (a) estimated volatility for DBRG's class A common stock of 37.2 % ( 40.8 % at December 31, 2022); (b) closing stock price of DBRG's class A common stock on the last trading day of the quarter; (c) the strike price for each warrant; (d) remaining term to expiration of the warrants; and (e) risk free rate of 4.85 % per annum ( 4.16 % per annum at December 31, 2022), derived from the daily U.S. Treasury yield curve rates to correspond to the remaining term to expiration of the warrants. Fair value of the warrant liability, classified as Level 3 fair value, increased $ 23.7 million during the nine months ended September 30, 2023. Contingent Consideration In connection with the acquisition of InfraBridge, contingent consideration is payable if prescribed fundraising targets for InfraBridge's new global infrastructure funds are met. In measuring the contingent consideration, the Company applied a probability-weighted approach to the likelihood of meeting various fundraising targets and discounted the estimated future contingent consideration payment at 4.9 % to derive a present value amount. The contingent consideration of $ 11.2 million at September 30, 2023 is classified as Level 3 of the fair value hierarchy, with increase in fair value of $ 0.3 million during the nine months ended September 30, 2023 recorded in other gain (loss). Fair Value Option Loans Receivable At September 30, 2023, there was no outstanding balance on loans receivable, which had been carried at fair value under the fair value option. Previously, loans receivable consisted of two unsecured promissory notes, one in connection with the 2022 sale of the Company's Wellness Infrastructure business (Note 2) and one held by DataBank, presented within Corporate and Other and in the Operating segment, respectively. Both loans receivable had bullet repayment of principal and accrued paid-in-kind ("PIK") interest. Fair value of loans receivable included accrued interest, which was recorded in other income, while changes in fair value was recorded in other gain (loss). At December 31, 2022, fair value of loans receivable was $ 137.9 million, with unpaid principal balance, inclusive of PIK interest, of $ 167.8 million, classified as Level 3 in the fair value hierarchy. In March 2023, the Wellness Infrastructure note was fully written down, taking into consideration foreclosure of certain assets within the Wellness Infrastructure portfolio by its mezzanine lender. In April 2023, the DataBank note was fully repaid. At December 31, 2022, loan fair values were based upon a discounted cash flow projection of principal and interest, which at the time of valuation, were expected to be collected, discounted at 10.0 % and 10.5 %. 44 Table of Contents Changes in Level 3 Fair Value The following table presents changes in recurring Level 3 fair value assets held for investment. Realized and unrealized gains (losses) are included in other gain (loss). Fair Value Option Equity Investment of Consolidated Fund (In thousands) Loans Receivable Fair value at December 31, 2021 $ 82,930 $ — Originations and drawdowns 371,415 — Change in accrued interest and capitalization of paid-in-kind interest 4,491 — Paydowns ( 159,501 ) — Transfer of warehoused loans to sponsored fund ( 83,083 ) — Consolidation of sponsored fund — 10,536 Unrealized gain (loss) in earnings, net ( 41,863 ) 673 Fair value at September 30, 2022 $ 174,389 $ 11,209 Net unrealized gain (loss) in earnings on instruments held at September 30, 2022 $ ( 38,649 ) $ 673 Fair value at December 31, 2022 $ 137,945 $ 46,770 Contributions — 58,952 Change in consolidated fund's share of equity investment (1) — 1,842 Capitalization of paid-in-kind interest 544 — Paydown of loan receivable or underlying loan assets held by equity investment of consolidated fund ( 6,804 ) ( 2,344 ) Unrealized and realized gain (loss) in earnings, net ( 131,685 ) 1,812 Fair value at September 30, 2023 $ — $ 107,032 Net unrealized gain (loss) in earnings on instruments held at September 30, 2023 $ ( 133,307 ) $ 1,812 __________ (1) Represents reallocation of investment value when relative ownership of the pooling entity across its fund owners change following additional capital contributions. Investment Carried at Fair Value Using Net Asset Value The Company holds an investment in a non-traded healthcare REIT, valued at $ 34.5 million at September 30, 2023 and at December 31, 2022, presented within Corporate and Other in Note 4. The Company has no commitment for any further investment in the non-traded REIT in the future. The investment is valued based upon NAV beginning October 2021 when the investee, a healthcare real estate investor/manager, was acquired in conjunction with a merger of its co-sponsored non-traded REITs. The transaction diluted the Company's equity interest in the investee, which was previously accounted for as an equity method investment. Redemption of the Company's partnership interest in the non-traded healthcare REIT is restricted until the earliest of (1) the second anniversary of the issuance to the Company of such partnership units, (2) change in control of the general partner, and (3) initial public offering of the equity of the non-traded healthcare REIT, which may be subject to further restriction on redemption by the underwriters. Nonrecurring Fair Values The Company measures fair value of certain assets on a nonrecurring basis: (i) on the acquisition date for business combinations; (ii) when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable; and (iii) upon deconsolidation of a subsidiary for any retained interest. Adjustments to fair value generally result from an application of the lower of amortized cost or fair value for assets held for disposition or otherwise, a write-down of asset values due to impairment. There were no assets carried at nonrecurring fair value at September 30, 2023 and December 31, 2022. 45 Table of Contents Fair Value of Financial Instruments Reported at Cost Fair value of financial instruments reported at amortized cost, excluding those held for disposition, are presented below. Fair Value Measurements Carrying Value (In thousands) Level 1 Level 2 Level 3 Total September 30, 2023 Liabilities Corporate debt Secured fund fee revenue notes $ — $ 250,547 $ — $ 250,547 $ 293,743 Exchangeable senior notes — 149,363 — 149,363 77,378 Non-recourse investment-level debt — 2,542,596 4,415 2,547,011 2,786,052 December 31, 2022 Liabilities Corporate debt Secured fund fee revenue notes $ — $ 250,547 $ — $ 250,547 $ 292,171 Convertible and exchangeable senior notes 304,513 — 304,513 276,741 Non-recourse investment-level debt — 3,268,508 944,984 4,213,492 4,587,228 Debt —Senior notes and secured fund fee revenue notes were valued using their last traded price. Fair value of investment-level debt were estimated by either discounting expected future cash outlays at interest rates available to the respective borrower subsidiaries for similar instruments, or with respect to securitized debt, based upon indicative bond prices quoted by brokers in the secondary market. Other —The carrying values of cash and cash equivalents, accounts receivable, due from and to affiliates, interest payable and accounts payable generally approximate fair value due to their short term nature, and credit risk, if any, is negligible. 12. Variable Interest Entities A VIE is an entity that lacks sufficient equity to finance its activities without additional subordinated financial support from other parties, or whose equity holders lack the characteristics of a controlling financial interest. The following discusses the Company's involvement with VIEs where the Company is the primary beneficiary and consolidates the VIEs or where the Company is not the primary beneficiary and does not consolidate the VIEs. Operating Subsidiary The Company's operating subsidiary, OP, is a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds the majority of membership interest in OP, acts as the managing member of OP and exercises full responsibility, discretion and control over the day-to-day management of OP. The noncontrolling interests in OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of noncontrolling interest members (including by such a member unilaterally). The absence of such rights, which represent voting rights in a limited partnership equivalent structure, would render OP to be a VIE. The Company, as managing member, has the power to direct the core activities of OP that most significantly affect OP's performance, and through its majority interest in OP, has both the right to receive benefits from and the obligation to absorb losses of OP. Accordingly, the Company is the primary beneficiary of OP and consolidates OP. As the Company conducts its business and holds its assets and liabilities through OP, the total assets and liabilities, earnings (losses), and cash flows of OP represent substantially all of the total consolidated assets and liabilities, earnings (losses), and cash flows of the Company. Company-Sponsored Funds The Company sponsors funds and other investment vehicles as general partner for the purpose of providing investment management services in exchange for management fees and carried interest. These funds are established as limited partnerships or equivalent structures. Limited partners of the funds do not have either substantive liquidation rights, or substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of limited partners or by a single limited partner. Accordingly, the absence of such rights, which represent voting rights in a limited partnership, results in the funds being considered VIEs. The nature of the Company's involvement with its sponsored funds comprise fee arrangements and equity interests in its capacity as general partner and general partner 46 Table of Contents affiliate. The fee arrangements are commensurate with the level of management services provided by the Company, and contain terms and conditions that are customary to similar at-market fee arrangements. Consolidated Company-Sponsored Funds —The Company currently consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner. As a result, the Company is considered to be acting in the capacity of a principal of the sponsored fund and is therefore the primary beneficiary of the fund. The Company’s exposure is limited to its capital account balance in the consolidated funds of $ 157.5 million at September 30, 2023 and $ 94.7 million at December 31, 2022. The liabilities of the consolidated funds may only be settled using assets of the consolidated funds, and the Company, as general partner, is not obligated to provide any financial support to the consolidated funds. At September 30, 2023, the Company had unfunded equity commitment to a consolidated fund of $ 41.9 million. The following table presents the assets and liabilities of the consolidated funds, which are presented within Corporate and Other in the supplemental schedule to the consolidated balance sheets. (In thousands) September 30, 2023 December 31, 2022 Assets Cash and cash equivalents $ 70,122 $ 86,433 Investments—marketable equity securities and equity interests in credit pooling entities (Note 11) 178,176 185,845 Other assets 3,219 1,895 $ 251,517 $ 274,173 Liabilities Debt $ 4,415 $ 465 Other liabilities Securities sold short 43,831 40,928 Due to custodian 9,547 35,457 Other 9,930 2,734 $ 67,723 $ 79,584 Unconsolidated Company-Sponsored Funds —The Company does not consolidate its sponsored funds where it has insignificant equity interests in these funds as general partner. As such interests absorb insignificant variability from the fund, the Company is considered to be acting in the capacity of an agent of the fund and is therefore not the primary beneficiary of these funds. The Company accounts for its equity interests in unconsolidated funds under the equity method. The Company's maximum exposure to loss is limited to the outstanding balance of its investment in the unconsolidated funds (Note 4) of $ 1.56 billion at September 30, 2023 and $ 752.3 million at December 31, 2022. The Company also has receivables from its unconsolidated funds for fee income and reimbursable or recoverable costs, as discussed in Note 16. At September 30, 2023, the Company's unfunded equity commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 86.9 million. Generally, the timing for funding of these commitments is not known and the commitments are callable on demand at any time prior to their respective expirations. 47 Table of Contents 13. Earnings per Share The following table provides the basic and diluted earnings per common share computations. Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2023 2022 2023 2022 Net income (loss) allocated to common stockholders Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc. $ 278,842 $ 25,261 $ 89,710 $ ( 157,638 ) Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc. ( 2,369 ) ( 74,349 ) ( 19,697 ) ( 159,569 ) Net income (loss) attributable to DigitalBridge Group, Inc. 276,473 ( 49,088 ) 70,013 ( 317,207 ) Preferred stock repurchases/redemptions (Note 9) — 1,098 927 1,098 Preferred dividends ( 14,645 ) ( 15,283 ) ( 43,996 ) ( 46,801 ) Net income (loss) attributable to common stockholders 261,828 ( 63,273 ) 26,944 ( 362,910 ) Net income (loss) allocated to participating securities ( 4,801 ) ( 17 ) ( 457 ) ( 17 ) Net income (loss) allocated to common stockholders—basic 257,027 ( 63,290 ) 26,487 ( 362,927 ) Interest expense attributable to convertible and exchangeable notes (1) 1,264 — — — Net income (loss) allocated to common stockholders—diluted $ 258,291 $ ( 63,290 ) $ 26,487 $ ( 362,927 ) Weighted average common shares outstanding Weighted average number of common shares outstanding—basic 160,564 162,398 159,600 153,028 Weighted average effect of dilutive shares (1)(2)(3) 13,298 — 4,420 — Weighted average number of common shares outstanding—diluted 173,862 162,398 164,020 153,028 Income (loss) per share—basic Income (Loss) from continuing operations $ 1.61 $ 0.07 $ 0.29 $ ( 1.33 ) Income (Loss) from discontinued operations ( 0.01 ) ( 0.46 ) ( 0.12 ) ( 1.04 ) Net income (loss) attributable to common stockholders per common share—basic $ 1.60 $ ( 0.39 ) $ 0.17 $ ( 2.37 ) Income (loss) per share—diluted Income (Loss) from continuing operations $ 1.49 $ 0.07 $ 0.28 $ ( 1.33 ) Income (Loss) from discontinued operations ( 0.01 ) ( 0.46 ) ( 0.12 ) ( 1.04 ) Net income (loss) attributable to common stockholders per common share—diluted $ 1.48 $ ( 0.39 ) $ 0.16 $ ( 2.37 ) __________ (1) With respect to the assumed conversion or exchange of the Company's outstanding senior notes, the following are excluded from the calculation of diluted earnings per share as their inclusion would be antidilutive: (a) for the three months ended September 30, 2022 only, the effect of adding back interest expense of $ 4.0 million and 11,698,000 of weighted average dilutive common share equivalents; and (b) for the nine months ended September 30, 2023 and 2022, the effect of adding back $ 6.9 million and $ 12.7 million of interest expense, respectively, and 9,744,700 and 13,307,000 of weighted average dilutive common share equivalents, respectively. Also excluded from the calculation of diluted earnings per share was $ 133.2 million of debt extinguishment loss (Note 8) for the nine months ended September 30, 2022. (2) The calculation of diluted earnings per share excludes the effect of the following as their inclusion would be antidilutive: (a) class A common shares that are contingently issuable in relation to performance stock units (Note 15) with weighted average shares of 1,076,000 for the three months ended September 30, 2022; and, 1,727,000 for the nine months ended September 30, 2022; and (b) class A common shares that are issuable to net settle the exercise of warrants (Note 10) with weighted average shares of 957,600 and 1,393,000 for the three months ended September 30, 2023 and 2022, respectively, and 569,600 and 2,174,000 for the nine months ended September 30, 2023 and 2022, respectively. (3) OP Units may be redeemed for registered or unregistered class A common stock on a one -for-one basis and are not dilutive. At September 30, 2023 and 2022, 12,375,800 and 12,628,900 of OP Units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented. 48 Table of Contents 14. Fee Income The following table presents the Company's fee income by type. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Management fees $ 65,236 $ 40,697 $ 187,138 $ 126,447 Incentive fees — — 1,040 — Other fees 4 566 1,930 1,971 Total fee income $ 65,240 $ 41,263 $ 190,108 $ 128,418 Management Fees — The Company earns management fees for providing investment management services to its sponsored private funds and other investment vehicles, portfolio companies and managed accounts. Management fees are calculated generally at contractual rates ranging from 0.2 % per annum to 1.5 % per annum of investors' committed capital during the commitment period of the fund, and thereafter, contributed or invested capital (subject to certain reductions for NAV write-downs); invested capital for co-investment vehicles; or NAV for vehicles in the liquid securities strategy. Incentive Fees —The Company is entitled to incentive fees from sub-advisory accounts in its liquid securities strategy. Incentive fees are determined based upon the performance of the respective accounts, subject to the achievement of specified return thresholds in accordance with the terms set out in their respective governing agreements. A portion of incentive fees earned by the Company is allocable to certain employees and former employees, included in carried interest and incentive fee compensation expense. Other Fee Income —Other fees include primarily service fees for information technology, facilities and operational support provided to certain portfolio companies, and on a non-recurring basis, loan origination fees from co-investors. 15. Equity-Based Compensation The DigitalBridge Group, Inc. 2014 Omnibus Stock Incentive Plan (the "Equity Incentive Plan") provides for the grant of restricted stock, performance stock units ("PSUs"), Long Term Incentive Plan ("LTIP") units, restricted stock units ("RSUs"), deferred stock units ("DSUs"), options, warrants or rights to purchase shares of the Company's common stock, cash incentives and other equity-based awards to the Company's officers, directors (including non-employee directors), employees, co-employees, consultants or advisors of the Company or of any parent or subsidiary who provides services to the Company, but excluding employees of portfolio companies. Shares reserved for the issuance of awards under the Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events, provided that this number automatically increases each January 1st by 2 % of the outstanding number of shares of the Company’s class A common stock on the immediately preceding December 31st. At September 30, 2023, an aggregate 24.5 million shares of the Company's class A common stock were reserved for the issuance of awards under the Equity Incentive Plan. Restricted Stock — Restricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, generally subject to a service condition only, with annual time-based vesting in equal tranches over a three-year period. Restricted stock is entitled to dividends declared and paid on the Company's class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based on the Company's class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period. Restricted Stock Units — RSUs in the Company's class A common stock are subject to a performance condition. Vesting of performance-based RSUs occur upon achievement of certain Company-specific metrics over a performance measurement period that coincides with the recipients' term of service. Only vested RSUs are entitled to accrued dividends declared and paid on the Company's class A common stock during the time period the RSUs are outstanding. RSUs are initially valued based upon the Company's class A common stock price on grant date and not subsequently remeasured for equity-classified awards, while liability-classified awards are remeasured at fair value at the end of each reporting period until the award is fully vested. Equity-based compensation expense is recognized when it becomes probable that the performance condition will be met. A liability classified award that met its performance condition and became fully vested over the course of the year was settled in cash totaling $ 2.4 million and $ 3.3 million for the three and nine months ended September 30, 2023, respectively. There was no cash settlement of awards in 2022. Performance Stock Units — PSUs are granted to senior executives and certain employees, and are subject to both a service condition and a market condition. Following the end of the measurement period, the recipients of PSUs who remain employed will vest in, and be issued a number of shares of the Company's class A common stock, generally ranging from 0 % to 200 % of the number of PSUs granted and determined based upon the performance of the Company's 49 Table of Contents class A common stock relative to that of a specified peer group over a three-year measurement period (such measurement metric the "total shareholder return"). In addition, recipients of PSUs whose employment is terminated after the first anniversary of their PSU grant are eligible to vest in a portion of the PSU award following the end of the measurement period based upon achievement of the total shareholder return metric applicable to the award. PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period. Fair value of PSUs, including dividend equivalent rights, was determined using a Monte Carlo simulation under a risk-neutral premise, with the following assumptions: 2023 PSU Grants 2022 PSU Grants 2021 PSU Grants Expected volatility of the Company's class A common stock (1) 41.3 % 32.4 % 35.4 % Expected annual dividend yield (2) 0.3 % — % — % Risk-free rate (per annum) (3) 3.8 % 2.0 % 0.3 % __________ (1) Based upon the historical volatility of the Company's stock and those of a specified peer group. (2) Based upon the Company's expected annualized dividends. Expected dividend yield was zero for the March 2022 and 2021 PSU awards as common dividends were suspended beginning the second quarter of 2020 and reinstated in the third quarter 2022. (3) Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date. Fair value of PSU awards, excluding dividend equivalent rights, is recognized on a straight-line basis over their measurement period as compensation expense, and is not subject to reversal even if the market condition is not achieved. The dividend equivalent right is accounted for as a liability-classified award. The fair value of the dividend equivalent right is recognized as compensation expense on a straight-line basis over the measurement period, and is subject to adjustment to fair value at each reporting period. LTIP Units — LTIP units are units in the Operating Company that are designated as profits interests for federal income tax purposes. Unvested LTIP units that are subject to market conditions do not accrue distributions. Each vested LTIP unit is convertible, at the election of the holder (subject to capital account limitation), into one common OP Unit and upon conversion, subject to the redemption terms of OP Units (Note 9). LTIP units issued have either (1) a service condition only, valued based upon the Company's class A common stock price on grant date; or (2) both a service condition and a market condition based upon the Company's class A common stock achieving a target price over a predetermined measurement period, subject to continuous employment to the time of vesting, and valued using a Monte Carlo simulation. The following assumptions were applied in the Monte Carlo model under a risk-neutral premise: 2022 LTIP Grant 2019 LTIP Grant (1) Expected volatility of the Company's class A common stock (2) 34.0 % 28.3 % Expected dividend yield (3) 0.0 % 8.1 % Risk-free rate (per annum) (4) 3.6 % 1.8 % __________ (1) Represents 2.5 million LTIP units granted to the Company's Chief Executive Officer, Marc Ganzi, in connection with the Company's acquisition of Digital Bridge Holdings, LLC in July 2019, with vesting based upon the Company's class A common stock price closing at or above $ 40 over any 90 consecutive trading days prior to the fifth anniversary of the grant date. (2) Based upon historical volatility of the Company's stock and those of a specified peer group. (3) Based upon the Company's most recently issued dividend prior to grant date and closing price of the Company's class A common stock on grant date. Expected dividend yield was zero for the June 2022 award as common dividends were suspended beginning the second quarter of 2020 and reinstated in the third quarter of 2022. (4) Based upon the continuously compounded zero-coupon US Treasury yield for the term coinciding with the measurement period of the award as of valuation date. Equity-based compensation cost on LTIP units is recognized on a straight-line basis either over (1) the service period for awards with a service condition only; or (2) the derived service period for awards with both a service condition and a market condition, irrespective of whether the market condition is satisfied. The derived service period is a service period that is inferred from the application of the simulation technique used in the valuation of the award, and represents the median of the terms in the simulation in which the market condition is satisfied. Deferred Stock Units — Certain non-employee directors may elect to defer the receipt of annual base fees and/or restricted stock awards, and in lieu, receive awards of DSUs. DSUs awarded in lieu of annual base fees are fully vested 50 Table of Contents on their grant date, while DSUs awarded in lieu of restricted stock awards vest one year from their grant date. DSUs are entitled to a dividend equivalent, in the form of additional DSUs based on dividends declared and paid on the Company's class A common stock, subject to the same restrictions and vesting conditions, where applicable. Upon separation of service from the Company, vested DSUs will be settled in shares of the Company’s class A common stock. Fair value of DSUs are determined based on the price of the Company's class A common stock on grant date and recognized immediately if fully vested upon grant, or on a straight-line basis over the vesting period as equity based compensation expense and equity. Equity-based compensation cost pursuant to DBRG's Equity Incentive Plan is presented on the consolidated statement of operations, as follows. Separately, additional compensation expense was also recorded in 2022 in connection with the DataBank recapitalization transaction, as described in Note 10. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Compensation expense (including $ 0 , $ 16 , $ 0 and $ 229 expense related to dividend equivalent rights) $ 14,340 $ 7,824 $ 45,801 $ 24,971 Administrative expense — — 228 122 $ 14,340 $ 7,824 $ 46,029 $ 25,093 Changes in unvested equity awards pursuant to DBRG's Equity Incentive Plan are summarized below. Weighted Average Grant Date Fair Value Restricted Stock LTIP Units (1) DSUs RSUs (2) PSUs (3) Total PSUs All Other Awards Unvested shares and units at December 31, 2022 1,706,674 2,625,000 20,058 2,397,391 1,889,587 8,638,710 $ 17.84 $ 10.84 Granted 2,417,211 — 70,748 — 413,172 2,901,131 11.63 12.14 Vested ( 1,145,622 ) — ( 26,747 ) ( 1,798,044 ) ( 603,525 ) ( 3,573,938 ) 26.92 13.82 Forfeited ( 21,675 ) — — — ( 424,065 ) ( 445,740 ) 26.92 13.79 Unvested shares and units at September 30, 2023 2,956,588 2,625,000 64,059 599,347 1,275,169 7,520,163 8.51 9.93 __________ (1) Represents the number of LTIP units granted subject to vesting upon achievement of market condition. LTIP units that do not meet the market condition within the measurement period will be forfeited. (2) Represents the number of RSUs granted subject to vesting upon achievement of performance condition. RSUs that do not meet the performance condition at the end of the measurement period will be forfeited. (3) Number of PSUs granted does not reflect potential increases or decreases that could result from the final outcome of the total shareholder return measured at the end of the performance period. PSUs for which the total shareholder return was not met at the end of the performance period are forfeited. Fair value of equity awards that vested, as shown above, determined based upon their respective fair values at vesting date, was $ 13.3 million and $ 4.2 million for the three months ended September 30, 2023 and 2022, respectively, and $ 47.5 million and $ 53.3 million for the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023, aggregate unrecognized compensation cost for all unvested equity awards pursuant to DBRG's Equity Incentive Plan was $ 44.6 million, which is expected to be recognized over a weighted average period of 1.9 years. This excludes $ 6.3 million of unvested RSUs that are not currently probable of achieving their performance condition and have a remaining performance measurement period of approximately one year . 16. Transactions with Affiliates Affiliates include (i) investment vehicles that the Company sponsors and/or manages, and in which the Company may have an equity interest; (ii) portfolio companies of sponsored funds; (iii) the Company's other equity investments outside of sponsored funds; and (iv) directors and employees of the Company (collectively, "employees"). 51 Table of Contents Amounts due from and due to affiliates consist of the following: (In thousands) September 30, 2023 December 31, 2022 Due from Affiliates Investment vehicles, portfolio companies and other equity investments Fee income $ 58,376 $ 35,010 Cost reimbursements and recoverable expenses 10,707 7,031 Other 612 — Employees and other affiliates — 3,319 $ 69,695 $ 45,360 Due to Affiliates (Note 7) Investment vehicles—Derivative obligation $ — $ 11,793 Investment vehicles—InfraBridge (Note 3) 11,123 — Employees and other affiliates 1,932 658 $ 13,055 $ 12,451 Significant transactions with affiliates include the following: Fee Income —Fee income earned from investment vehicles that the Company manages and/or sponsors, and may have an equity interest, are presented in Note 14. Substantially all fee income are from affiliates, except for management fees and incentive fee from sub-advisory accounts and generally, other fee income. Cost Reimbursements and Recoverable Expenses— The Company receives reimbursements and recovers certain costs paid on behalf of investment vehicles sponsored by the Company, which include: (i) organization and offering costs related to formation and capital raising of the investment vehicles up to specified thresholds; (ii) costs incurred in performing investment due diligence; and (iii) direct and indirect operating costs for managing the operations of certain investment vehicles. Such cost reimbursements and recoverable expenses, included in other income, totaled $ 1.2 million and $ 1.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 3.8 million and $ 5.7 million for the nine months ended September 30, 2023 and 2022, respectively. Warehoused Investments— The Company may acquire and temporarily warehouse investments on behalf of prospective sponsored investment vehicles that are actively fundraising (Note 4). The warehoused investments are transferred to the investment vehicle when sufficient third party capital, including debt, is raised. The Company is generally paid a fee by the investment vehicle, akin to an interest charge, typically calculated as a percentage of the acquisition price of the investment, to compensate the Company for its cost of holding the investment during the warehouse period. The terms of such arrangements may differ for each sponsored investment vehicle and by investment. Derivative Obligations of Sponsored Fund— In the third quarter of 2022, the Company, in its capacity as general partner and for the benefit of its sponsored fund, entered into foreign currency forward contracts to economically hedge the foreign currency exposure of an investment commitment of its sponsored fund (Note 11). The investment committee of the sponsored fund has ratified the fund's responsibility and obligation to assume all resulting liabilities and benefits from the foreign currency contracts effective from trade date through the novation of the contracts to the fund. The Company recorded a payable in due to affiliates to reflect the fund's obligation to assume the resulting asset from the foreign currency contracts; accordingly, there was no net effect to the Company's earnings resulting from these foreign currency contracts. Upon the novation of the contracts to the fund in January 2023, the Company de-recognized the derivative asset and the corresponding payable in due to affiliate. Digital Real Estate Acquisitions— Marc Ganzi, Chief Executive Officer of the Company, and Ben Jenkins, President and Chief Investment Officer of the Company, were former owners of Digital Bridge Holdings, LLC ("DBH") prior to its merger into the Company in July 2019. Messrs. Ganzi and Jenkins had retained their equity investments and general partner interests in the portfolio companies of DBH, which include DataBank and Vantage. As a result of the personal investments made by Messrs. Ganzi and Jenkins in DataBank and Vantage SDC prior to the Company’s acquisition of DBH, additional investments made by the Company in DataBank and Vantage SDC subsequent to their initial acquisitions may trigger future carried interest payments to Messrs. Ganzi and Jenkins upon the occurrence of future realization events. Such investments made by the Company include ongoing payments for the build-out of expansion capacity, including lease-up of the expanded capacity and existing inventory, in Vantage SDC (Note 3) and the acquisition of additional interest in DataBank from an existing investor in January 2022 (Note 10). 52 Table of Contents Carried Interest Allocation from Sponsored Investment Vehicles —With respect to investment vehicles sponsored by the Company for which Messrs. Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest entitlement attributed to such investments by Messrs. Ganzi and Jenkins as general partner are not subject to continuing vesting provisions and do not represent compensatory arrangements to the Company. Such carried interest allocation to Messrs. Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the Investment Management segment, in the amount of $ 109.9 million at September 30, 2023 and $ 70.4 million at December 31, 2022. Carried interest allocated is recorded as net income attributable to noncontrolling interests in the Investment Management segment totaling $ 18.9 million and $ 13.8 million for the three months ended September 30, 2023 and 2022, respectively, and $ 40.3 million and $ 43.5 million for the nine months ended September 30, 2023 and 2022 respectively. Additionally, in connection with the DataBank recapitalization (Note 10) in the second half of 2022, Messrs. Ganzi and Jenkins received distributed carried interest in the form of equity interest in vehicles that invest in DataBank, of which $ 86.1 million in aggregate was not deemed a compensatory arrangement. Such equity interest represent ownership interests in DataBank. A portion of such equity interest was sold by Messrs. Ganzi and Jenkins in connection with the recapitalization transaction. Investment in Managed Investment Vehicles —Subject to the Company's related party policies and procedures, certain employees may invest on a discretionary basis in investment vehicles sponsored by the Company, either directly in the vehicle or indirectly through the Company's general partner entity. These investments are generally not subject to management fees or carried interest, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. Such investments in consolidated investment vehicles and general partner entities totaled $ 21.0 million at September 30, 2023 and $ 17.7 million at December 31, 2022, reflected in redeemable noncontrolling interests and noncontrolling interests on the balance sheet in the Investment Management segment. The employees' share of net income was $ 1.4 million and $ 0.4 million for the three months ended September 30, 2023 and 2022, respectively, and $ 3.5 million and $ 0.1 million for the nine months ended September 30, 2023 and 2022, respectively. Such amounts are reflected in net income (loss) attributable to noncontrolling interests on the consolidated statement of operations in the Investment Management segment and exclude their share of carried interest allocation, which is reflected in compensation expense—incentive fee and carried interest allocation. Aircraft— P ursuant to Mr. Ganzi’s employment agreement, as amended, the Company has agreed to reimburse Mr. Ganzi for certain variable operational costs of business travel on a chartered or private jet (including any aircraft that Mr. Ganzi may partially or fully own), provided that the Company will not reimburse the allocable share (based on the number of passengers) of variable operational costs for any passenger on such flight who is not traveling on Company business. Additionally, the Company has also agreed to reimburse Mr. Ganzi for certain defined fixed costs of any aircraft owned by Mr. Ganzi. The fixed cost reimbursements will be made based on an allocable portion of an aircraft’s annual budgeted fixed cash operating costs, based on the number of hours the aircraft will be used for business purposes. At least once a year, the Company will reconcile the budgeted fixed operating costs with the actual fixed operating costs of the aircraft, and the Company or Mr. Ganzi, as applicable, will make a payment for any difference. The Company reimbursed Mr. Ganzi $ 1.7 million and $ 0.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 4.3 million and $ 1.8 million for the nine months ended September 30, 2023 and 2022 respectively. Advancement of Expenses— Effective April 1, 2021, Thomas J. Barrack stepped down as Executive Chairman of the Company and in July 2021, resigned as a member of the Company's Board of Directors. In October 2021, the Company entered into an Agreement Regarding Advancement of Certain Expenses ("Advancement Agreement") with Mr. Barrack, which is generally consistent with the Company’s obligations and Mr. Barrack’s rights regarding advancement of expenses under the terms of a January 2017 Indemnification Agreement between the Company and Mr. Barrack, and under the Company’s Bylaws. The Advancement Agreement (a) memorializes the parties’ disagreement as to the Company’s obligations and Mr. Barrack’s rights under the earlier Indemnification Agreement and the Company's Bylaws, and (b) obligates Mr. Barrack to reimburse the Company for such advanced expenses under certain circumstances. Pursuant to the Advancement Agreement , the Company expensed $ 7.5 million and $ 17.2 million in the three and nine months ended September 30, 2022, respectively, with immaterial expenses in 2023. The Company believes it has met all of its financial obligations under the Advancement Agreement and does not expect to make any further advances to Mr. Barrack thereunder. 53 Table of Contents 17. Commitments and Contingencies Litigation The Company may be involved in litigation in the ordinary course of business. As of September 30, 2023, the Company was not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity. 18. Supplemental Disclosure of Cash Flow Information Nine Months Ended September 30, (In thousands) 2023 2022 Supplemental Disclosure of Cash Flow Information Cash paid for interest, net of amounts capitalized of $ 5,433 and $ 1,674 $ 155,304 $ 163,646 Cash received (paid) for income taxes 969 5,782 Operating lease payments 46,615 50,584 Finance lease payments 11,918 11,750 Supplemental Disclosure of Cash Flows from Discontinued Operations Net cash provided by (used in) operating activities of discontinued operations $ ( 4,930 ) $ ( 16,038 ) Net cash provided by (used in) investing activities of discontinued operations 259,446 ( 12,915 ) Net cash provided by (used in) financing activities of discontinued operations ( 28,956 ) ( 12,503 ) Supplemental Disclosure of Noncash Investing and Financing Activities Dividends and distributions payable $ 16,418 $ 16,527 Payables for improvements in operating real estate and acquired lease intangibles 33,456 108,468 Receivables from asset sales 2,091 12,373 Operating lease ROU assets and lease liabilities established 29,050 16,840 Finance lease ROU assets and lease liabilities established 21,475 — Contingent consideration for acquisition of InfraBridge 10,874 — ROU asset and lease liability derecognized upon purchase of leased real estate (Note 3) 3,120 — Redemption of redeemable noncontrolling interest for common stock — 348,759 Seller note received in sale of NRF Holdco equity (Note 2) — 154,992 Loan receivable relieved in exchange for equity investment acquired — 20,676 Redemption of OP Units for common stock 984 341 Assets disposed or deconsolidated in sale of equity of investment entities (1) 4,633,562 3,420,783 Liabilities disposed or deconsolidated in sale of equity of investment entities (1) 3,046,668 3,144,700 Noncontrolling interests of investment entities sold and deconsolidated (1) 1,427,435 204,730 Exchange of notes for class A common shares — 60,317 __________ (1) Represents deconsolidation of DataBank in September 2023 and sale of Wellness Infrastructure business in February 2022 (Notes 10 and 2). 19. Subsequent Events No subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes. 54 Table of Contents FORWARD-LOOKING STATEMENTS Some of the statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the safe harbor provisions contained therein. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in this Quarterly Report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: • our ability to grow our business by raising capital for our funds and the companies that we manage; • our position as an investor and investment manager of digital infrastructure and our ability to manage any related conflicts of interest; • adverse changes in general economic and political conditions, including those resulting from supply chain difficulties, inflation, interest rate increases, a potential economic slowdown or a recession; • our exposure to business risks in Europe, Asia and other foreign markets; • our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; • the ability of our managed companies to attract and retain key customers and to provide reliable services without disruption; • the reliance of our managed companies on third-party suppliers for power, network connectivity and certain other services; • our ability to increase assets under management ("AUM") and expand our existing and new investment strategies; • our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital infrastructure and investment management industries effectively; • our business and investment strategy, including the ability of the businesses in which we have significant investments to execute their business strategies; • performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; • our ability to deploy capital into new investments consistent with our investment management strategies; • the availability of, and competition for, attractive investment opportunities and the earnings profile of such new investments; • our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; • our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; • the general volatility of the securities markets in which we participate; • the market value of our assets; • interest rate mismatches between our assets and any borrowings used to fund such assets; • effects of hedging instruments on our assets; 55 Table of Contents • the impact of economic conditions on third parties on which we rely; • the impact of any security incident or deficiency affecting our systems or network or the system and network of any of our managed companies or service providers; • any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; • our levels of leverage; • the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection; • the impact of our transition from a real estate investment trust ("REIT") to a taxable C corporation for tax purposes, and the related liability for corporate and other taxes; • whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated; • our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended; • changes in our board of directors or management team, and availability of qualified personnel; • our ability to make or maintain distributions to our stockholders; and • our understanding of and ability to successfully navigate the competitive landscape in which we and our managed companies operate. While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers of this Quarterly Report should also read our other periodic filings made with the Securities and Exchange Commission (the "SEC") and other publicly filed documents for further discussion regarding such factors.