DigitalBridge Group, Inc. 10-Q

Item 1. Financial Statements. DigitalBridge Group, Inc. Consolidated Balance Sheets (In thousands, except per share data) March 31, 2024 (Unaudited) December 31, 2023 Assets Cash and cash equivalents $ 247,354 $ 345,335 Restricted cash 4,787 4,915 Investments ($ 574,532 and $ 572,749 at fair value) 2,488,826 2,476,093 Goodwill 465,602 465,991 Intangible assets 95,131 103,750 Other assets 73,871 78,953 Due from affiliates 87,666 85,815 Assets of discontinued operations 579 1,698 Total assets $ 3,463,816 $ 3,562,550 Liabilities Debt $ 366,506 $ 371,783 Other liabilities ($ 67,187 and $ 124,019 at fair value) 573,961 681,451 Liabilities of discontinued operations 918 153 Total liabilities 941,385 1,053,387 Commitments and contingencies (Note 17) Redeemable noncontrolling interests 19,596 17,862 Equity Stockholders’ equity: Preferred stock, $ 0.01 par value per share; $ 821,899 liquidation preference; 250,000 shares authorized; 32,876 shares issued and outstanding 794,670 794,670 Common stock, $ 0.01 par value per share Class A, 237,250 shares authorized; 166,052 and 163,209 shares issued and outstanding 1,660 1,632 Class B, 250 shares authorized; 166 shares issued and outstanding 2 2 Additional paid-in capital 7,909,865 7,855,842 Accumulated deficit ( 6,888,452 ) ( 6,842,502 ) Accumulated other comprehensive income (loss) 712 1,411 Total stockholders’ equity 1,818,457 1,811,055 Noncontrolling interests in investment entities 610,692 605,311 Noncontrolling interests in Operating Company 73,686 74,935 Total equity 2,502,835 2,491,301 Total liabilities, redeemable noncontrolling interests and equity $ 3,463,816 $ 3,562,550 The accompanying notes form an integral part of the consolidated financial statements. 4 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended March 31, 2024 2023 Revenues Fee revenue ($ 69,811 and $ 56,389 from affiliates) $ 72,955 $ 59,126 Carried interest allocation (reversal) ( 8,478 ) ( 54,756 ) Principal investment income 2,845 3,562 Other income ($ 2,486 and $ 1,253 from affiliates) 7,071 10,564 Total revenues 74,393 18,496 Expenses Interest expense 5,192 8,131 Transaction-related costs 760 8,527 Depreciation and amortization 9,167 6,875 Compensation expense—cash and equity-based 51,184 47,471 Compensation expense—incentive fee and carried interest allocation (reversal) ( 6,714 ) ( 36,831 ) Administrative and other expenses 24,310 20,447 Total expenses 83,899 54,620 Other income (loss) Other gain (loss), net ( 5,894 ) ( 144,514 ) Income (loss) from continuing operations before income taxes ( 15,400 ) ( 180,638 ) Income tax benefit (expense) ( 1,246 ) ( 1,098 ) Income (loss) from continuing operations ( 16,646 ) ( 181,736 ) Income (loss) from discontinued operations ( 14,120 ) ( 110,608 ) Net income (loss) ( 30,766 ) ( 292,344 ) Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 733 6,943 Investment entities 1,467 ( 84,828 ) Operating Company ( 3,338 ) ( 16,662 ) Net income (loss) attributable to DigitalBridge Group, Inc. ( 29,628 ) ( 197,797 ) Preferred stock dividends 14,660 14,676 Net income (loss) attributable to common stockholders $ ( 44,288 ) $ ( 212,473 ) Income (loss) per share—basic Income (loss) from continuing operations per common share—basic $ ( 0.20 ) $ ( 1.19 ) Net income (loss) attributable to common stockholders per common share—basic $ ( 0.28 ) $ ( 1.34 ) Income (loss) per share—diluted Income (Loss) from continuing operations per common share—diluted $ ( 0.20 ) $ ( 1.19 ) Net income (loss) attributable to common stockholders per common share—diluted $ ( 0.28 ) $ ( 1.34 ) Weighted average number of shares Basic 161,043 158,446 Diluted 161,043 158,446 Dividends declared per common share $ 0.01 $ 0.01 The accompanying notes form an integral part of the consolidated financial statements. 5 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) (Unaudited) Three Months Ended March 31, 2024 2023 Net income (loss) $ ( 30,766 ) $ ( 292,344 ) Changes in accumulated other comprehensive income (loss) related to: Equity method investments — 318 Foreign currency translation ( 754 ) ( 231 ) Other comprehensive income (loss) ( 754 ) 87 Comprehensive income (loss) ( 31,520 ) ( 292,257 ) Comprehensive income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 733 6,943 Investment entities 1,467 ( 84,793 ) Operating Company ( 3,392 ) ( 16,643 ) Comprehensive income (loss) attributable to stockholders $ ( 30,328 ) $ ( 197,764 ) The accompanying notes form an integral part of the consolidated financial statements. 6 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, 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 Common stock repurchases ( 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 9) — — ( 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 The accompanying notes form an integral part of the consolidated financial statements. 7 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, 2023 $ 794,670 $ 1,634 $ 7,855,842 $ ( 6,842,502 ) $ 1,411 $ 1,811,055 $ 605,311 $ 74,935 $ 2,491,301 Net income (loss) — — — ( 29,628 ) — ( 29,628 ) 1,467 ( 3,338 ) ( 31,499 ) Other comprehensive income (loss) — — — — ( 700 ) ( 700 ) — ( 54 ) ( 754 ) Settlement of Wafra contingent consideration (Note 6) — 10 17,490 — — 17,500 — — 17,500 Reclassification of warrants (Note 10) — — 33,000 — — 33,000 — — 33,000 Exchange of notes for common stock (Note 7) — 7 5,934 — — 5,941 — — 5,941 Redemption of OP Units for class A common stock — 1 514 — — 515 — ( 515 ) — Equity-based compensation — 14 8,127 — — 8,141 — 39 8,180 Shares canceled for tax withholdings on vested equity awards — ( 4 ) ( 8,299 ) — — ( 8,303 ) — — ( 8,303 ) Contributions from noncontrolling interests — — — — — — 8,609 — 8,609 Distributions to noncontrolling interests — — — — — — ( 4,695 ) ( 123 ) ( 4,818 ) Preferred stock dividends — — — ( 14,660 ) — ( 14,660 ) — — ( 14,660 ) Common stock dividends declared ($ 0.01 per share) — — — ( 1,662 ) — ( 1,662 ) — — ( 1,662 ) Reallocation of equity (Notes 2 and 9) — — ( 2,743 ) — 1 ( 2,742 ) — 2,742 — Balance at March 31, 2024 $ 794,670 $ 1,662 $ 7,909,865 $ ( 6,888,452 ) $ 712 $ 1,818,457 $ 610,692 $ 73,686 $ 2,502,835 The accompanying notes form an integral part of the consolidated financial statements. 8 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended March 31, 2024 2023 Cash Flows from Operating Activities Net income (loss) $ ( 30,766 ) $ ( 292,344 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Amortization of deferred financing costs and debt discount and premium, net 664 12,182 Unrealized carried interest allocation 8,478 55,313 Unrealized principal investment income ( 468 ) ( 3,562 ) Other equity method (earnings) losses — 10,609 Depreciation and amortization 9,167 141,574 Equity-based compensation 8,680 16,612 Deferred income tax (benefit) expense ( 734 ) 881 Other (gain) loss, net 19,267 142,644 Other adjustments, net 32 ( 1,566 ) (Increase) decrease in other assets and due from affiliates 1,940 20,757 Increase (decrease) in other liabilities and due to affiliates ( 43,269 ) ( 83,366 ) Net cash provided by (used in) operating activities ( 27,009 ) 19,734 Cash Flows from Investing Activities Contributions to and acquisition of equity investments ( 59,129 ) ( 140,998 ) Return of capital from equity method investments 15,979 52,259 Proceeds from sale of equity investments 23,471 308,254 Acquisition of and additions to real estate, related intangibles and leasing commissions — ( 163,157 ) Investment deposits 766 ( 5,704 ) Net receipt (payment) on settlement of derivatives — 3,401 Acquisition of InfraBridge, net of cash acquired (Note 3) — ( 313,164 ) Purchase of fixed assets ( 3,055 ) — Net cash provided by (used in) investing activities ( 21,968 ) ( 259,109 ) The accompanying notes form an integral part of the consolidated financial statements. 9 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (Continued) (In thousands) (Unaudited) Three Months Ended March 31, 2024 2023 Cash Flows from Financing Activities Dividends paid to preferred stockholders $ ( 14,660 ) $ ( 14,766 ) Dividends paid to common stockholders ( 1,634 ) ( 1,599 ) Borrowings from investment level debt — 1,241,890 Repayments of investment level debt — ( 1,060,239 ) Payment of deferred financing costs and prepayment penalties on investment level debt — ( 29,482 ) Contributions from noncontrolling interests 9,609 29,684 Distributions to and redemptions of noncontrolling interests ( 15,983 ) ( 43,839 ) Payment of contingent consideration to Wafra ( 17,500 ) ( 90,000 ) Shares canceled for tax withholdings on vested equity awards ( 8,303 ) ( 4,863 ) Net cash provided by (used in) financing activities ( 48,471 ) 26,786 Effect of exchange rates on cash, cash equivalents and restricted cash ( 661 ) 64 Net increase (decrease) in cash, cash equivalents and restricted cash ( 98,109 ) ( 212,525 ) Cash, cash equivalents and restricted cash—beginning of period 350,250 1,036,739 Cash, cash equivalents and restricted cash—end of period $ 252,141 $ 824,214 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Three Months Ended March 31, 2024 2023 Beginning of period Cash and cash equivalents $ 345,335 $ 855,564 Restricted cash 4,915 4,854 Assets of discontinued operations—cash and cash equivalents — 62,690 Assets of discontinued operations—restricted cash — 113,631 Total cash, cash equivalents and restricted cash—beginning of period $ 350,250 $ 1,036,739 End of period Cash and cash equivalents $ 247,354 $ 603,427 Restricted cash 4,787 3,428 Assets of discontinued operations—cash and cash equivalents — 65,097 Assets of discontinued operations—restricted cash — 152,262 Total cash, cash equivalents and restricted cash—end of period $ 252,141 $ 824,214 The accompanying notes form an integral part of the consolidated financial statements. 10 Table of Contents Supplemental Disclosure of Cash Flow Information Three Months Ended March 31, (In thousands) 2024 2023 Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 5,691 $ 53,375 Cash received (paid) for income taxes 836 1,463 Operating lease payments for corporate offices 2,352 2,078 Supplemental Disclosure of Cash Flows from Discontinued Operations Net cash provided by (used in) operating activities of discontinued operations $ 431 $ 67,796 Net cash provided by (used in) investing activities of discontinued operations 27 86,817 Supplemental Disclosure of Noncash Investing and Financing Activities Dividends and distributions payable $ 16,563 $ 16,444 Receivables from asset sales — 2,282 Redemption of OP Units for common stock 515 — Exchange of notes into shares of Class A common stock 5,941 — Settlement of Wafra contingent consideration through issuance of Class A common stock 17,500 — Preferred stock repurchase payable — 52 The accompanying notes form an integral part of the consolidated financial statements. 11 Table of Contents DigitalBridge Group, Inc. Notes to Consolidated Financial Statements March 31, 2024 (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, liquid securities, and mid-market global infrastructure equity through InfraBridge (Note 3). Organization The Company operates as a taxable C Corporation and 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 March 31, 2024, 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, 2024, 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, 2023. 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 carried interest allocation to certain senior executives of the Company (Note 15), limited partners of consolidated funds, 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. 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 12 Table of Contents 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. 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. 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 limited partners of consolidated closed-end funds, and carried interest allocation to certain senior executives of the Company (Note 15) and to a lesser extent, to a third party investor, Wafra. 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. 13 Table of Contents Business Combinations 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. 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 value 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. 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. The Company's discontinued operations in the periods presented herein represent the following: • In 2024 and 2023, the Company's former real estate investments along with an adjacent investment management business, which have predominantly been disposed as part of the Company's transformation into an investment manager with a digital infrastructure focus. • In 2023, the operations of digital infrastructure portfolio companies that represented the Company's former Operating segment prior to their full deconsolidation and qualification as discontinued operations on December 31, 2023. The Operating segment was previously composed of balance sheet equity interests in two digital infrastructure portfolio companies, Vantage SDC and DataBank, a stabilized hyperscale and an edge colocation data center business, respectively. These portfolio companies directly held and operated data centers, earning rental income from providing use of data center space and/or capacity through leases, services and other tenant arrangements. Prior to deconsolidation and reclassification as discontinued operations, a majority of the assets, liabilities and operating results of DataBank and Vantage SDC were attributed to third party investors, presented as noncontrolling interests in investment entities. • In 2023, the Company's equity method investment in BrightSpire Capital, Inc. (NYSE: BRSP), which was sold in March 2023 for net proceeds totaling $ 201.6 million, with impairment of $ 9.7 million recorded in 2023 prior to its disposition. The Company's investment in BRSP qualified as discontinued operations in March 2023. 14 Table of Contents Loss from discontinued operations is summarized as follows. Three Months Ended March 31, (In thousands) 2024 2023 Revenues $ 1,832 $ 233,634 Expenses ( 3,068 ) ( 335,649 ) Other gain (loss) ( 12,961 ) ( 8,647 ) Income (Loss) from discontinued operations before income taxes ( 14,197 ) ( 110,662 ) Income tax benefit (expense) 77 54 Income (Loss) from discontinued operations ( 14,120 ) ( 110,608 ) Income (Loss) from discontinued operations attributable to noncontrolling interests: Investment entities — ( 85,737 ) Operating Company ( 990 ) ( 1,813 ) Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc. $ ( 13,130 ) $ ( 23,058 ) Assets and Liabilities of Discontinued Operations 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 March 31, 2024 and December 31, 2023, all assets and related liabilities held for disposition relate to discontinued operations and consisted of remaining equity investments excluded from the December 2021 bulk sale of the Company's real estate related investments. Reclassifications As discussed in "— Discontinued Operations ," the Company's investment in the portfolio companies previously consolidated in the Company's former Operating segment qualified as discontinued operations in December 2023, and their results of operations have been reclassified to income (loss) from discontinued operations for the three months ended March 31, 2023. Beginning 2024, investment-related expenses, which primarily include reimbursable costs from affiliates, have been recorded within administrative and other expenses on the consolidated statements of operations. Prior period amounts were immaterial and have been reclassified to conform to current period presentation. 15 Table of Contents Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements that had a material effect on the Company's consolidated financial statements. Future Accounting Standards Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which expands the breadth and frequency of segment disclosures to require all annual disclosures on an interim basis and provide for incremental disclosures, including the following: • Category and amount of significant segment expenses that are regularly provided to (even if not regularly reviewed by) the chief operating decision maker ("CODM") and included in each reported segment profit (loss) measure, otherwise the nature of expense information (for example, consolidated, forecasted, budgeted) used by the CODM; • An amount (without individual quantification) for other segment items (represents difference between segment revenue less segment expense disclosed and reported segment profit (loss) measure), including description of the composition, nature and type of the other segment items; • Description of how CODM uses each reported segment profit (loss) measure to assess segment performance and determine resource allocation; and • Title and position of individual or name of group or committee identified as CODM. The ASU changes current guidance by permitting multiple measures of segment profit (loss) to be reported provided that the measure most consistent with GAAP is reported. The ASU also clarifies that a single reportable segment entity is subject to segment disclosures in its entirety, which would require reporting of segment profit (loss) measure that is not a consolidated GAAP measure and not clearly evident from existing disclosures. The ASU does not change existing guidance around identification of operating segments and determination of reportable segments. The requirements under this ASU are to be applied retrospectively to all prior periods presented unless impracticable. The ASU is effective for fiscal years beginning January 1, 2024 (that is, Form 10-K as of and for the year ending December 31, 2024), and interim periods within fiscal years beginning January 1, 2025 (that is, Form 10-Q as of and for the three months ending March 31, 2025). Early adoption is permitted. The Company will adopt this ASU for its 2024 fiscal year with the filing of its Form 10-K as of and for the year ending December 31, 2024, and is currently evaluating the effects of this new guidance with respect to segment disclosures. Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances existing annual income tax disclosures, primarily disaggregation of: (i) effective tax rate reconciliation using both percentages and amounts into specific categories, with further disaggregation by nature and/or jurisdiction of certain categories that meet the threshold of 5% of expected tax; and (ii) income taxes paid (net of refunds received) between federal, state/local and foreign, with further disaggregation by jurisdiction if 5% or more of total income taxes paid (net of refunds received). The ASU also eliminates existing disclosures related to: (a) reasonably possible significant changes in total amount of unrecognized tax benefits within 12 months of reporting date; and (b) cumulative amount of each type of temporary difference for which deferred tax liability has not been recognized (due to exception to recognizing deferred taxes related to subsidiaries and corporate joint ventures). This ASU is effective January 1, 2025, with early adoption permitted in the interim or annual periods. Transition is prospective with the option to apply retrospective application. The Company is currently evaluating the effects of this new guidance with respect to annual income tax disclosures. 3. Business Combinations 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 10. 16 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 Company finalized the purchase price allocation in the first quarter of 2024, as presented below. (In thousands) As Reported At December 31, 2023 Measurement Period Adjustments As Reported At March 31, 2024 Consideration Cash $ 365,440 $ 365,440 Estimated fair value of contingent consideration 10,874 10,874 $ 376,314 $ 376,314 Assets acquired and liabilities assumed Cash 51,174 51,174 Principal investments 112,310 112,310 Intangible assets 50,800 50,800 Other assets 34,699 16 34,715 Deferred tax liabilities ( 10,198 ) ( 10,198 ) Other liabilities ( 30,214 ) 373 ( 29,841 ) Fair value of net assets acquired 208,571 208,960 Goodwill 167,743 ( 389 ) 167,354 $ 376,314 $ 376,314 • Principal investments represent acquired interests in InfraBridge funds, valued at their most recent NAV at closing. • The intangible assets of InfraBridge were composed of the following: • Management contracts were 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 future 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 assets 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 potential synergies from combining the capital raising resources of DBRG and the mid-market infrastructure specialization of the InfraBridge team. 17 Table of Contents 4. Investments The Company's equity and debt investments are represented by the following: (In thousands) March 31, 2024 December 31, 2023 Equity method investments Principal investments $ 1,213,517 $ 1,194,417 Carried interest allocation 667,943 676,421 Marketable equity securities 32,188 17,487 Other equity investments 35,559 53,930 CLO subordinated notes 49,791 50,927 1,998,998 1,993,182 Equity investments of consolidated funds Marketable equity securities 73,214 66,297 Other investments 416,614 416,614 $ 2,488,826 $ 2,476,093 Equity Method Investments Principal Investments Principal investments 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. 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, InfraBridge funds and funds invested in DataBank. The Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, primarily unrealized gain (loss) from changes in fair value of the underlying fund investments, and any distributions received therefrom, are 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. 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. 18 Table of Contents 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 management allocation. Carried Interest Distributed There was no carried interest allocation distributed in the first quarter of 2024, with an immaterial amount distributed and recognized in revenues in the first quarter of 2023. Clawback Obligation The Company did not have a liability for clawback obligations on carried interest allocation distributed as of March 31, 2024 and December 31, 2023. 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, all of the carried interest distributed to-date of $ 180.9 million would be subject to clawback as of March 31, 2024, of which $ 120.6 million would be the responsibility of the employee/former employee recipients and Wafra. For this purpose, a portion of carried interest distributed is generally held back from employees and former employees 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. Marketable Equity Securities Marketable equity securities at March 31, 2024 includes a previously non-traded healthcare REIT at December 31, 2023 that became publicly traded through an initial public offering in February 2024. The Company is restricted from liquidating its holdings in the new publicly traded securities, which had a fair value of $ 18.1 million at March 31, 2024, until expiration of the underwriters' lock-up in August 2024. Dividends or other distributions from marketable equity securities are recorded in other income, while changes in fair value are recorded in other gain (loss) on the consolidated statements of operations. Other Equity Investments Other equity investments include investments warehoused potentially for future sponsored funds and an investment in a managed account. Warehoused investments are generally carried at fair value or under the measurement alternative, which is at cost, adjusted for impairment and observable price changes. Changes in the value of these investments are recorded in other gain (loss) on the consolidated statements of operations. Debt Investments Interest income on debt investments is 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, and securitized through the issuance of CLO securities. 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. Following the end of the non-call period in October 2024, the subordinated notes may be redeemed (in whole, not in part) at the option of the collateral manager or the Company with consent of the collateral manager, if there is sufficient proceeds from sale of collateral assets, including payment of expenses therewith. The redemption price for the subordinated notes is equal to the excess interest and principal proceeds payable at the time of redemption. 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 March 31, 2024 $ 49,791 $ — $ — $ — $ 49,791 December 31, 2023 50,927 — — — 50,927 19 Table of Contents 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 was a reasonable representation of its fair value at March 31, 2024, net of capital distributions, and December 31, 2023 , classified as Level 3 of the fair value hierarchy. 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 14. Equity investments of consolidated funds are composed primarily of marketable equity securities held by funds in the liquid securities strategy and equity investments in digital infrastructure portfolio companies held by single asset funds. 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. 5. Goodwill and Intangible Assets Goodwill The following table presents changes in goodwill. Three Months Ended March 31, (In thousands) 2024 2023 Beginning balance $ 465,991 $ 298,248 Business combination (Note 3) ( 389 ) 146,569 Ending balance (1) $ 465,602 $ 444,817 __________ (1) Remaining goodwill deductible for income tax purposes was $ 109.2 million at March 31, 2024 and $ 111.8 million at December 31, 2023. Intangible Assets Intangible assets are composed of the following: March 31, 2024 December 31, 2023 (In thousands) Carrying Amount (1)(2) Accumulated Amortization (1)(2) Net Carrying Amount (1) Carrying Amount (1)(2) Accumulated Amortization (1)(2) Net Carrying Amount (1) Investment management contracts $ 138,797 $ ( 79,720 ) $ 59,077 $ 150,835 $ ( 84,824 ) $ 66,011 Investor relationships 53,419 ( 20,578 ) 32,841 53,572 ( 19,190 ) 34,382 Trade name 4,300 ( 2,014 ) 2,286 4,300 ( 1,907 ) 2,393 Other (3) 1,518 ( 591 ) 927 1,518 ( 554 ) 964 $ 198,034 $ ( 102,903 ) $ 95,131 $ 210,225 $ ( 106,475 ) $ 103,750 __________ (1) Presented net of impairments and write-offs, if any. (2) Exclude intangible assets that were fully amortized in prior years. (3) Represents primarily the value of an acquired domain name. Amortization expense for finite-lived intangible assets totaled $ 8.3 million and $ 6.2 million in the three months ended March 31, 2024 and 2023, respectively. There was no impairment of identifiable intangible assets in the periods presented. Future Amortization of Intangible Assets The following table presents the expected future amortization of finite-lived intangible assets: Year Ending December 31, (In thousands) Remaining 2024 2025 2026 2027 2028 2029 and thereafter Total Amortization expense $ 22,549 $ 25,165 $ 17,572 $ 11,975 $ 7,881 $ 9,989 $ 95,131 20 Table of Contents 6. Restricted Cash, Other Assets and Other Liabilities Restricted Cash Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreements of the securitized debt of the Company. Other Assets The following table summarizes the Company's other assets. (In thousands) March 31, 2024 December 31, 2023 Prepaid taxes and deferred tax assets, net $ 12,718 $ 14,059 Operating lease right-of-use asset for corporate offices 31,311 33,898 Accounts receivable, net 7,135 8,919 Prepaid expenses 1,156 2,952 Other assets 10,895 11,893 Fixed assets, net (1) 10,656 7,232 Total other assets $ 73,871 $ 78,953 __________ (1) Net of accumulated depreciation of $ 8.2 million at March 31, 2024 and $ 7.3 million at December 31, 2023 . Other Liabilities The following table summarizes the Company's other liabilities: (In thousands) March 31, 2024 December 31, 2023 Deferred investment management fees (1) $ 11,331 $ 10,250 Interest payable on corporate debt 1,130 2,293 Common and preferred stock dividends payable 16,563 16,477 Securities sold short—consolidated funds 44,249 38,481 Due to custodians—consolidated funds 8,966 9,415 Current and deferred income tax liability 9,133 8,403 Contingent consideration payable—InfraBridge (Note 10) 11,338 11,338 Contingent consideration payable—Wafra (2) — 35,000 Warrants issued to Wafra (Note 9) 11,600 39,200 Operating lease liability for corporate offices 46,072 49,035 Accrued compensation 22,005 63,761 Accrued incentive fee and carried interest compensation 347,834 356,316 Accounts payable and accrued expenses 28,961 13,844 Due to affiliates (Note 15) 10,809 10,664 Other liabilities 3,970 16,974 Other liabilities $ 573,961 $ 681,451 __________ (1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 3.0 years as of March 31, 2024 and December 31, 2023. Deferred investment management fees recognized as income of $ 1.2 million and $ 1.4 million in the three months ended March 31, 2024 and 2023, respectively, pertain to the deferred management fee balance at the beginning of each respective period. (2) In connection with the 2022 redemption of Wafra's investment in the Company's investment management business, contingent consideration was payable to Wafra based upon the Company achieving certain fundraising targets through December 31, 2023. T he contingent amount was fully paid out, with $ 90 million paid in cash in March 2023, and remaining $ 35 million in March 2024, settled 50 % each in shares of the Company's Class A common stock and in cash. 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 March 31, 2024 and December 31, 2023 , 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 2024 and 2023 generally reflects the income tax effect of foreign subsidiaries. 21 Table of Contents 7. Debt The Company's corporate debt is composed of a securitized financing facility and, prior to their full exchange or redemption in March and April 2024, senior notes issued by the OP that are recourse to the Company, as discussed further below. March 31, 2024 December 31, 2023 (In thousands) Principal Premium (Discount), net Deferred Financing Cost Amortized Cost Principal Premium (Discount), net Deferred Financing Cost Amortized Cost Securitized financing facility $ 300,000 $ — $ ( 5,209 ) $ 294,791 $ 300,000 $ — $ ( 5,733 ) $ 294,267 Exchangeable senior notes 72,422 ( 632 ) ( 75 ) 71,715 78,422 ( 810 ) ( 96 ) 77,516 $ 372,422 $ ( 632 ) $ ( 5,284 ) $ 366,506 $ 378,422 $ ( 810 ) $ ( 5,829 ) $ 371,783 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 certain sponsored funds and portfolio companies held by subsidiaries of DBRG, as collateral. The following table summarizes certain key terms of the securitized financing facility: ($ in thousands) Outstanding Principal Interest Rate (Per Annum) (1) Anticipated Repayment Date (2) Years Remaining to Maturity (2) Class A-2 Notes $ 300,000 3.93 % September 2026 2.5 Variable Funding Notes — 1-month Term SOFR + 3 % September 2024 0.5 __________ (1) The VFN bears interest based upon 1-month Term Secured Overnight Financing Rate, or SOFR, adjusted to include 0.11448 % as defined in the VFN purchase agreement, or an alternate benchmark as set forth in the VFN purchase agreement plus 3 %. Unused capacity under the VFN facility is subject to a commitment fee of 0.5 % per annum. (2) The final maturity date of the Class A-2 Notes is in September 2051. The anticipated repayment date of the VFN is subject to two one-year extensions. 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. 22 Table of Contents Exchangeable Senior Notes Exchangeable senior notes represent senior unsecured obligations of the OP as issuer of the senior notes. Description Issuance Date Due Date Interest Rate (per annum) Exchange Price (per share of common stock) Exchange Ratio (in shares) (1) Exchange Shares (in thousands) Earliest Redemption Date Outstanding Principal March 31, 2024 December 31, 2023 5.75 % Exchangeable Senior Notes July 2020 July 15, 2025 5.75 % $ 9.20 108.6956 7,872 July 21, 2023 $ 72,422 $ 78,422 __________ (1) The 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 the senior note. The senior notes mature on their due date, 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 or Redemption of Senior Notes As of the end of April 2024, there are no outstanding senior notes following the Company's full exchange or redemption of its remaining 5.75 % exchangeable senior notes. Of the $ 78.4 million of outstanding note principal outstanding as of the beginning of the quarter, $ 73.4 million was exchanged for 8.2 million shares of the Company's class A common stock ($ 6.0 million note principal exchanged for 673,486 shares in March 2024, with the remainder exchanged in April 2024) and $ 5.0 million redeemed for cash in April 2024. In connection with the exchange, the shares of Class A common stock were issued in reliance on Section 4(a)(2) of the Securities Exchange Act of 1933, as amended. 8. 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, 2022 33,111 159,763 166 Stock repurchases ( 3 ) — — Equity awards issued, net of forfeitures — 2,486 — Shares canceled for tax withholding on vested equity awards — ( 415 ) — Shares outstanding at March 31, 2023 33,108 161,834 166 Shares outstanding at December 31, 2023 32,876 163,209 166 Exchange of notes for class A common stock — 673 — Shares issued upon redemption of OP Units — 85 — Settlement of contingent consideration (Note 6) — 1,020 — Equity awards issued, net of forfeitures — 1,465 — Shares canceled for tax withholding on vested equity awards — ( 400 ) — Shares outstanding at March 31, 2024 32,876 166,052 166 23 Table of Contents 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 March 31, 2024: 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 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. 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. Stock Repurchases The Company does not currently have an authorized stock repurchase program. 24 Table of Contents Pursuant to a $ 200 million stock repurchase program announced in July 2022 that expired in June 2023, the Company repurchased 235,223 shares in aggregate across Series H, I and J preferred stock in 2023 for approximately $ 4.7 million ( 2,738 shares for $ 52,000 in the first quarter of 2023 and the remainder in the second quarter of 2023), or a weighted average price of $ 20.18 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. Accumulated Other Comprehensive Income (Loss) 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. There were no changes in components of AOCI attributed to noncontrolling interests in investment entities for the three months ended March 31, 2024. 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 Foreign Currency Translation Gain (Loss) Total AOCI at December 31, 2022 $ ( 295 ) $ ( 1,214 ) $ ( 1,509 ) Other comprehensive income (loss) before reclassifications ( 1 ) 787 786 Amounts reclassified from AOCI 296 ( 1,051 ) ( 755 ) AOCI at March 31, 2023 $ — $ ( 1,478 ) $ ( 1,478 ) AOCI at December 31, 2023 $ — $ 1,411 $ 1,411 Other comprehensive income (loss) before reclassifications — ( 1,018 ) ( 1,018 ) Amounts reclassified from AOCI — 319 319 AOCI at March 31, 2024 $ — $ 712 $ 712 Changes in Components of AOCI—Noncontrolling Interests in Investment Entities (In thousands) Foreign Currency Translation Gain (Loss) AOCI at December 31, 2022 $ ( 3,015 ) Other comprehensive income (loss) before reclassifications 503 Amounts reclassified from AOCI ( 468 ) AOCI at March 31, 2023 $ ( 2,980 ) 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 March 31, Component of AOCI reclassified into earnings 2024 2023 Release of foreign currency cumulative translation adjustments $ ( 319 ) $ 1,051 Release of AOCI of equity method investments — ( 296 ) 25 Table of Contents 9. Noncontrolling Interests Redeemable Noncontrolling Interests The following table presents the activities in redeemable noncontrolling interests in open-end funds in the liquid securities strategy consolidated by the Company. Three Months Ended March 31, (In thousands) 2024 2023 Redeemable noncontrolling interests Beginning balance $ 17,862 $ 100,574 Contributions 1,001 — Distributions paid and payable, including redemptions — ( 104 ) Net income (loss) 733 6,943 Ending balance $ 19,596 $ 107,413 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 85,000 in 2024 and 253,084 in 2023 through issuance of an equal number of shares of class A common stock on a one -for-one basis. 10. 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. 26 Table of Contents Fair Value Measurement Hierarchy (In thousands) Level 1 Level 2 Level 3 Total March 31, 2024 Assets Investments (Note 4) Marketable equity securities $ 32,188 $ — $ — $ 32,188 CLO subordinated notes — — 49,791 49,791 Equity investments of consolidated funds 73,214 — 416,614 489,828 Fair Value Option: Equity method investment — — 2,725 2,725 Liabilities Other liabilities InfraBridge contingent consideration — — 11,338 11,338 Warrants issued to Wafra — — 11,600 11,600 Securities of consolidated funds sold short 44,249 — — 44,249 December 31, 2023 Assets Investments (Note 4) Marketable equity securities $ 17,487 $ — $ — $ 17,487 CLO subordinated notes — — 50,927 50,927 Equity investments of consolidated funds 66,297 — 416,614 482,911 Fair Value Option: Equity method investment — — 6,700 6,700 Liabilities Other liabilities InfraBridge contingent consideration — — 11,338 11,338 Warrants issued to Wafra — — 39,200 39,200 Securities of consolidated funds sold short 38,481 — — 38,481 Equity Investments of Consolidated Funds Equity investments of consolidated funds include marketable equity securities held by our liquid strategy funds, valued based upon listed prices in active markets, classified as Level 1, and equity investments in digital infrastructure portfolio companies held by single asset funds. The marketable equity securities comprise publicly listed stocks primarily in the U.S. and to a lesser extent, in Europe, and primarily in the technology, media and telecommunications sectors. With respect to other equity investments, fair value of an underlying portfolio company was determined using a discounted cash flow model based upon projected net operating income of the investee with exit capitalization rate of 5.5 % and discounted at 10.4 % at March 31, 2024 and December 31, 2023, classified as level 3. Additionally, a recently acquired fund investment was valued based upon its transacted price, classified as level 3. Prior to December 31, 2023, equity investments of consolidated funds included equity interests in pooling entities that hold a portfolio of loans, invested alongside other parallel funds within the same credit fund complex. In December 2023, following a reorganization of the Company's ownership interest within the fund structure, the consolidated credit fund was deconsolidated. Fair value of the fund's equity interests in the pooling entities was based upon its share of expected cash flows from the loan assets held by the pooling entities, classified as level 3. 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. 27 Table of Contents Fair Value Option Equity Method Investments The Company has one equity method investment under the fair value option. Fair value was determined using a discounted cash flow model based upon projected earnings, discounted at 18.3 % at March 31, 2024 and December 31, 2023, and also taking into consideration a comparison to market values of similar public companies at December 31, 2023. The fair value is classified as Level 3 of the fair value hierarchy and changes in fair value are recorded in principal investment income. Loans Receivable There was no outstanding loans receivable balance at March 31, 2024 and December 31, 2023. In March 2023, an unsecured promissory note that had been issued in connection with the sale of the Company's former Wellness Infrastructure business in 2022 was fully written down in the amount of $ 133.3 million, taking into consideration foreclosure of certain assets within the sold Wellness Infrastructure portfolio by its mezzanine lender. Warrants The Company had previously issued five warrants to affiliates of Wafra Inc. (collectively "Wafra"), a private investment firm, in connection with Wafra's investment in the Company's investment management business in 2020. Wafra's investment was subsequently redeemed in 2022, with the warrants remaining outstanding. 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. The terms of the warrant purchase agreement provided 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 resulted in the warrants being classified as liability. Accordingly, the warrants were carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations. In March 2024, three of the warrants were reclassified to equity at their prevailing fair value following a removal of the net cash settlement feature, as the terms of the warrants were amended in connection with a sale of the three warrants by Wafra to a third party. The equity-classified warrants are no longer subject to fair value remeasurement. At March 31, 2024, the liability-classified warrants were carried at fair value, measured using a Black-Scholes option pricing model, applying the following inputs: (a) estimated volatility for DBRG's class A common stock of 39.3 % ( 37.8 % at December 31, 2023); (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 4.53 % per annum ( 4.11 % per annum at December 31, 2023), derived from the daily U.S. Treasury yield curve rates to correspond to the remaining term to expiration of the warrants. Contingent Consideration In connection with the acquisition of InfraBridge, contingent consideration is payable if prescribed fundraising targets are met. In measuring the contingent consideration at March 31, 2024 and December 31, 2023, 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, classified as Level 3 of the fair value hierarchy. 28 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). Level 3 Assets Level 3 Liabilities Fair Value Option Equity Investment of Consolidated Funds Warrants InfraBridge Contingent Consideration (In thousands) Loans Receivable Equity Method Investments Fair value at December 31, 2022 $ 133,307 $ — $ 46,770 $ 17,700 $ — Contributions — — 9,627 — — Business combination — — — — 10,874 Change in consolidated fund's share of equity investment (1) — — 6,125 — — Paydown of underlying loans held by equity investment of consolidated fund — — ( 25 ) — — Unrealized gain (loss) in earnings, net ( 133,307 ) — 11 4,500 65 Fair value at March 31, 2023 $ — $ — $ 62,508 $ 22,200 $ 10,939 Net unrealized gain (loss) in earnings on instruments held at March 31, 2023 $ ( 133,307 ) $ — $ 11 $ 4,500 $ 65 Fair value at December 31, 2023 $ — $ 6,700 $ 416,614 $ 39,200 $ 11,338 Unrealized gain (loss) in earnings, net — ( 3,975 ) — 5,400 — Reclassification to equity — — — ( 33,000 ) — Fair value at March 31, 2024 $ — $ 2,725 $ 416,614 $ 11,600 $ 11,338 Net unrealized gain (loss) in earnings on instruments held at March 31, 2024 $ — $ ( 3,975 ) $ — $ 2,500 $ — __________ (1) Represents reallocation of investment value when relative ownership of the pooling entity across its fund owners change following additional capital contributions prior to final close of the fund. Fair Value of Financial Instruments Reported at Cost Fair value of financial instruments reported at amortized cost are presented below. Fair Value Measurements Carrying Value (In thousands) Level 1 Level 2 Level 3 Total March 31, 2024 Liabilities Secured fund fee revenue notes $ — $ 250,547 $ — $ 250,547 $ 294,791 Exchangeable senior notes — 147,204 — 147,204 71,715 December 31, 2023 Liabilities Secured fund fee revenue notes $ — $ 250,547 $ — $ 250,547 $ 294,267 Exchangeable senior notes 152,296 — 152,296 77,516 Debt —Senior notes and secured fund fee revenue notes were valued using their last traded price. 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. 29 Table of Contents 11. Earnings per Share The following table presents the basic and diluted earnings per common share computations. Three Months Ended March 31, (In thousands, except per share data) 2024 2023 Net income (loss) allocated to common stockholders Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc. $ ( 16,498 ) $ ( 174,739 ) Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc. ( 13,130 ) ( 23,058 ) Net income (loss) attributable to DigitalBridge Group, Inc. ( 29,628 ) ( 197,797 ) Preferred dividends ( 14,660 ) ( 14,676 ) Net income (loss) attributable to common stockholders ( 44,288 ) ( 212,473 ) Net income (loss) allocated to participating securities ( 34 ) ( 31 ) Net income (loss) allocated to common stockholders—basic ( 44,322 ) ( 212,504 ) Interest expense attributable to exchangeable notes (1) — — Net income (loss) allocated to common stockholders—diluted $ ( 44,322 ) $ ( 212,504 ) Weighted average common shares outstanding Weighted average number of common shares outstanding—basic 161,043 158,446 Weighted average effect of dilutive shares (1)(2)(3) — — Weighted average number of common shares outstanding—diluted 161,043 158,446 Income (loss) per share—basic Income (Loss) from continuing operations $ ( 0.20 ) $ ( 1.19 ) Income (Loss) from discontinued operations ( 0.08 ) ( 0.15 ) Net income (loss) attributable to common stockholders per common share—basic $ ( 0.28 ) $ ( 1.34 ) Income (loss) per share—diluted Income (Loss) from continuing operations $ ( 0.20 ) $ ( 1.19 ) Income (Loss) from discontinued operations ( 0.08 ) ( 0.15 ) Net income (loss) attributable to common stockholders per common share—diluted $ ( 0.28 ) $ ( 1.34 ) __________ (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 March 31, 2024 and 2023, the effect of adding back interest expense of $ 1.3 million and $ 4.0 million, respectively, and 8,495,500 and 11,697,600 of weighted average dilutive common share equivalents. (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 13) with weighted average shares of 121,700 and 32,400 for the three months ended March 31, 2024 and 2023; and (b) class A common shares that are issuable to net settle the exercise of warrants (Note 9) with weighted average shares of 1,331,200 and 362,800 for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023, 12,290,800 and 12,628,900 of OP Units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented. 12. Fee Revenue The following table presents the Company's fee revenue by type. Three Months Ended March 31, (In thousands) 2024 2023 Management fees $ 71,844 $ 57,158 Incentive fees 881 869 Other fees 230 1,099 Total fee revenue $ 72,955 $ 59,126 Management Fees — Management fees are generally calculated based upon the following ranges of per annum contractual rates: • Equity funds — 0.64 % to 2.00 % of investors' committed capital during the commitment period, and thereafter, contributed or invested capital (subject to certain reductions for NAV write-downs); • Credit and co-investment vehicles — 0.25 % to 1.10 % of contributed or invested capital from inception; and • Liquid Strategies and InfraBridge co-investment vehicles — 0.20 % to 1.15 % of NAV or gross asset value, respectively. 30 Table of Contents Also, co-investment vehicles may charge a one-time fee upfront at contractual rates between 0.15 % and 1.50 % of committed capital, generally to be paid in tranches, but with recognition of fee revenue over the life of the vehicle. Certain co-investment vehicles may be non fee-bearing. 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 Revenue —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. Revenue Concentration For the three months ended March 31, 2024, revenues from four funds, including fee revenue, principal investment income and carried interest allocation, accounted for approximately 26 %, 13 %, 13 %, and 12 % of the Company's total revenues. 13. Equity-Based Compensation Equity-based awards granted prior to the end of March 2024, including the Company's annual equity awards, were granted under the DigitalBridge Group, Inc. 2014 Omnibus Stock Incentive Plan (the "2014 Equity Incentive Plan), which expired at the end of March 2024. As of December 31, 2023, 5.8 million shares of class A common stock remained available for issuance under the 2014 Equity Incentive Plan, and immediately prior to its expiration, 8.9 million shares of class A common stock remained available for issuance under the 2014 Equity Incentive Plan. At the end of April 2024, the Company's shareholders approved the 2024 Omnibus Stock Incentive Plan (the "2024 Equity Incentive Plan"). The 2024 Equity Incentive Plan, consistent with the previous 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 2024 Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events. The number of shares of Class A common stock reserved and available for issuance under the 2024 Equity Incentive Plan as of its adoption in April 2024 is 5.5 million shares. Restricted Stock — Restricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, subject to a service condition or a combination of both a service and performance condition, with annual time-based vesting in equal tranches over a three-year period. Vesting of performance-based restricted stock awards occur upon achievement of certain Company-specific metrics over a specified performance measurement 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 specified performance measurement period. 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 over the vesting period if and when it is probable that the performance condition will be met, subject to reversal if no longer probable. A liability classified award that met its performance condition and became fully vested over the course of 2023 was settled in cash totaling $ 3.3 million. There was no cash settlement of awards in the three months ended March 31, 2024. Performance Stock Units — PSUs are granted to senior executives, and are subject to a service condition in combination with either a market condition or a performance 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 31 Table of Contents PSUs granted. For market condition awards, this is determined based upon the performance of the Company's class A common stock over a three-year measurement period relative to a specified peer group (such measurement metric the "relative total shareholder return"). With respect to performance condition awards, vesting is determined based upon achievement of three-year cumulative distributable earnings ("DE") per share targets, and the relative total shareholder return metric is then applied to determine the final number of shares vested. 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 the final number of shares vested for that 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. The relative total shareholder return metric was valued using a Monte Carlo simulation under a risk-neutral premise, applying the following assumptions. This forms the fair value of market condition awards. The fair value of performance condition awards also incorporate, in addition to the relative total shareholder return metric, the probability of achieving the cumulative DE per share targets. 2024 PSU Grants 2023 PSU Grants 2022 PSU Grants Expected volatility of the Company's class A common stock (1) 44.6 % 41.3 % 32.4 % Expected annual dividend yield (2) 0.2 % 0.3 % — % Risk-free rate (per annum) (3) 4.5 % 3.8 % 2.0 % __________ (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 PSU awards as common dividends were suspended beginning the second quarter of 2020 and reinstated in the third quarter of 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 is recognized on a straight-line basis over their measurement period as compensation expense. With respect to performance condition awards, expense recognition occurs only if and when it is probable that the cumulative DE per share targets will be achieved and subject to reversal if no longer probable. In contrast, expense recognized on market condition awards is not subject to reversal even if the total shareholder return metric 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 8). LTIP units issued have 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. 32 Table of Contents 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 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 upon 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 is presented on the consolidated statement of operations, as follows. Three Months Ended March 31, (In thousands) 2024 2023 Compensation expense $ 9,214 $ 10,770 Administrative expense — 228 $ 9,214 $ 10,998 Changes in unvested equity awards pursuant to the 2014 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, 2023 2,813,369 2,625,000 64,099 599,347 1,274,435 7,376,250 $ 21.66 $ 9.80 Granted 1,523,257 — 127 26,610 199,069 1,749,063 19.27 18.04 Vested ( 982,831 ) — ( 91 ) — — ( 982,922 ) — 16.85 Forfeited ( 59,157 ) — — — ( 643,178 ) ( 702,335 ) 26.92 22.46 Unvested shares and units at March 31, 2024 3,294,638 2,625,000 64,135 625,957 830,326 7,440,056 17.01 10.57 __________ (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, determined based upon their respective fair values at vesting date, totaled $ 18.4 million and $ 20.9 million for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, aggregate unrecognized compensation cost for all unvested equity awards pursuant to the 2014 Equity Incentive Plan was $ 57.5 million, which is expected to be recognized over a weighted average period of 2.3 years. This excludes $ 6.3 million of unvested RSUs that as of March 31, 2024 are not probable of achieving their performance condition and have a remaining performance measurement period of approximately two months . 14. 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. 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. 33 Table of Contents 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 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 $ 199.6 million at March 31, 2024 and $ 200.8 million at December 31, 2023. 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 March 31, 2024, the Company had unfunded equity commitments of $ 9.3 million to a consolidated fund. The following table presents the assets and liabilities of the consolidated funds: (In thousands) March 31, 2024 December 31, 2023 Assets Cash and cash equivalents $ 59,402 $ 69,654 Investments (Note 4) 489,828 482,911 Other assets 2,651 576 $ 551,881 $ 553,141 Liabilities Other liabilities Securities sold short $ 44,248 $ 38,482 Due to custodian 8,966 9,415 Other 2,976 16,313 $ 56,190 $ 64,210 In April 2024, two single asset funds were deconsolidated as the Company no longer holds a controlling financial interest in these funds. The Company's co-investment in a portfolio company of the funds was restructured and is no longer held through the funds, but invested in the portfolio company through a parallel vehicle. T he Company's co-investment in the portfolio company is reflected as an equity method investment under the fair value option effective April 2024. The deconsolidation of the funds resulted in a removal of approximately $ 263 million of assets attributed to the limited partners of the funds that had represented noncontrolling interests in investment entities. 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 34 Table of Contents 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 $ 1.88 billion at March 31, 2024 and $ 1.86 billion at December 31, 2023. The Company also has receivables from its unconsolidated funds for fee revenue and reimbursable or recoverable costs, as discussed in Note 15. At March 31, 2024, the Company's unfunded equity commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 250.5 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. 15. 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"). Amounts due from and due to affiliates consist of the following: (In thousands) March 31, 2024 December 31, 2023 Due from Affiliates Investment vehicles and portfolio companies Fee revenue $ 68,595 $ 71,427 Cost reimbursements and recoverable expenses 17,383 14,388 Employees and other affiliates 1,688 — $ 87,666 $ 85,815 Due to Affiliates (Note 6) Investment vehicles—InfraBridge (Note 3) $ 10,123 $ 10,123 Employees and other affiliates 686 541 $ 10,809 $ 10,664 Significant transactions with affiliates include the following: Fee Revenue —Fee revenue earned from investment vehicles that the Company manages and/or sponsors, and may have an equity interest, are presented in Note 12. Substantially all fee revenue are from affiliates, except for management fees and incentive fee from sub-advisory accounts and generally, other fee revenue. 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) professional fees incurred in performing investment due diligence; and (iii) direct and indirect operating costs for managing the operations of certain investment vehicles. To the extent the Company determines it acts in the capacity of principal in the incurrence of such costs, the related reimbursements and recoverable expenses are included in other income, which totaled $ 2.5 million and $ 1.3 million for the three months ended March 31, 2024 and 2023, respectively. To the extent the Company determines that it acts in the capacity of an agent, the cost reimbursement is presented on a net basis in the consolidated statements of operations. 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. 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. 35 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 amount of $ 115.5 million at March 31, 2024 and $ 112.2 million at December 31, 2023. Carried interest allocated is recorded as net income attributable to noncontrolling interests totaling $ 3.4 million and $ 2.2 million for the three months ended March 31, 2024 and 2023, respectively. 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 $ 36.2 million at March 31, 2024 and $ 22.7 million at December 31, 2023, reflected in redeemable noncontrolling interests and noncontrolling interests on the balance sheet. The employees' share of net income was $ 0.1 million and $ 0.6 million for the three months ended March 31, 2024 and 2023, respectively. Such amounts are reflected in net income (loss) attributable to noncontrolling interests on the consolidated statement of operations and exclude their share of carried interest allocation, which is reflected in incentive fee and carried interest compensation expense. 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 $ 0.9 million and $ 1.8 million for the three months ended March 31, 2024 and 2023 respectively. 16. Segment Reporting Beginning in 2024, the entirety of the Company's business, inclusive of all income and expense from continuing operations of the Company as a whole, is reported as a single reportable segment. The Company no longer distinguishes income (loss) items and attributes costs between its investment management business and corporate activities. The approach of managing the whole Company as a single business is consistent with the manner in which its chief operating decision makers assess the allocation of resources and performance of the Company. Prior to December 31, 2023, the Company had conducted its business through two reportable segments, that is, Investment Management and Operating. On December 31, 2023 the Operating segment was discontinued following a full deconsolidation of the portfolio companies in the Operating segment, which qualified as discontinued operations (Note 2). At December 31, 2023, subsequent to the discontinuation of the Operating segment, the Company had conducted its business through one reportable segment of Investment Management, reflecting the Company's investment management business, which bore only operating costs that were directly attributable or otherwise can be subjected to a reasonable and systematic attribution to the investment management business. Remaining unallocated operating costs, along with corporate level financing and transaction activities, as well as income (loss) from the Company's investment in its sponsored funds as general partner affiliate, and warehoused/seed investments were not attributed to the investment management business and previously presented as Corporate and Other. The segment earnings measure of net income (loss) from continuing operations attributable to DigitalBridge Group, Inc. remains consistent with prior periods, except that this measure was previously applied to the Investment Management segment, and beginning 2024, is applied to the Company as a whole. Segment information for all prior periods presented have been conformed to current year presentation. 36 Table of Contents Segment Results of Operations The following table presents net income (loss) from continuing operations attributable to DigitalBridge Group, Inc. for the Company's single reportable segment and reconciled to the consolidated statement of operations. Three Months Ended March 31, 2024 2023 Revenues Fee revenue $ 72,955 $ 59,126 Carried interest allocation (reversal) ( 8,478 ) ( 54,756 ) Principal investment income 2,845 3,562 Other income 7,071 10,564 Total revenues 74,393 18,496 Expenses Interest expense 5,192 8,131 Transaction-related costs 760 8,527 Depreciation and amortization 9,167 6,875 Compensation expense—cash and equity-based 51,184 47,471 Compensation expense—incentive fee and carried interest allocation (reversal) ( 6,714 ) ( 36,831 ) Administrative and other expenses 24,310 20,447 Total expenses 83,899 54,620 Other income (loss) Other gain (loss), net ( 5,894 ) ( 144,514 ) Income (loss) from continuing operations before income taxes ( 15,400 ) ( 180,638 ) Income tax benefit (expense) ( 1,246 ) ( 1,098 ) Income (loss) from continuing operations ( 16,646 ) ( 181,736 ) Income (loss) from continuing operations attributable to noncontrolling interests: Redeemable noncontrolling interests 733 6,943 Investment entities 1,467 909 Operating Company ( 2,348 ) ( 14,849 ) Income (loss) from continuing operations attributable to DigitalBridge Group, Inc. $ ( 16,498 ) $ ( 174,739 ) Reconciliation of segment earnings measure to consolidated statement of operations: Income (loss) from continuing operations attributable to DigitalBridge Group, Inc. $ ( 16,498 ) $ ( 174,739 ) Income (loss) from discontinued operations attributable to DigitalBridge Group, Inc. ( 13,130 ) ( 23,058 ) Net income (loss) attributable to DigitalBridge Group, Inc. $ ( 29,628 ) $ ( 197,797 ) 17. Commitments and Contingencies Litigation The Company may be involved in litigation in the ordinary course of business. As of March 31, 2024, 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. Subsequent Events Except as disclosed in Note 7 and Note 14, no other subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes. 37 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: • difficult market and political conditions, including those resulting from supply chain difficulties, inflation, higher interest rates, a general economic slowdown or a recession; • our ability to raise capital from investors for our Company, our funds and the companies that we manage; • the performance of our funds and investments relative to our expectations and the highly variable nature of our revenues, earnings and cash flow; • our exposure to risks inherent in the ownership and operation of infrastructure and digital infrastructure assets, including our reliance on third-party suppliers to provide power, network connectivity and certain other services to our managed companies; • our exposure to business risks in Europe, Asia, Latin America and other foreign markets; • our ability to increase assets under management ("AUM") and expand our existing and new investment strategies while maintaining consistent standards and controls; • our ability to appropriately manage conflicts of interest; • our ability to expand into new investment strategies, geographic markets and businesses, including through acquisitions in the infrastructure and investment management industries; • the impact of climate change and regulatory efforts associated with environmental, social and governance matters; • our ability to maintain effective information and cybersecurity policies, procedures and capabilities and the impact of any cybersecurity incident affecting our systems or network or the system and network of any of our managed companies or service providers; • the ability of our portfolio companies to attract and retain key customers and to provide reliable services without disruption; • any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; • our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; • the general volatility of the securities markets in which we participate; • the market value of our assets and effects of hedging instruments on our assets; • the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection and new SEC rules governing investment advisers; • 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 1940 Act; • changes in our board of directors or management team, and availability of qualified personnel; 38 Table of Contents • 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, 2023 and in Part II, Item 7. “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.