What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-03 · 216 added, 169 removed, 1000 unchanged (28% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

March 31, 2024

June 30, 2024

December 31, 2023

46 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Fee revenue ($ 73,376 , $ 63,227 , $ 143,187 and $ 119,616 from affiliates)

3 unchanged sentences

Other income ($ 3,316 , $ 1,376 , $ 5,835 and $ 2,629 from affiliates)

7,505 14,469 14,576 25,033

Total revenues 390,336 189,874 464,729 208,370

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 51,661 56,557 102,845 104,028

1 unchanged sentence

Administrative and other expenses 26,508 21,505 50,818 41,952

Interest expense 3,136 5,665 8,328 13,796

Transaction-related costs 671 1,113 1,431 9,640

Depreciation and amortization 8,097 11,353 17,264 18,228

Total expenses 268,503 132,269 352,402 186,889

13 unchanged sentences

Preferred stock dividends 14,660 14,675 29,320 29,351

Preferred stock repurchases

— ( 927 ) — ( 927 )

Net income (loss) attributable to common stockholders $ 76,763 $ ( 22,411 ) $ 32,475 $ ( 234,884 )

14 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Net income (loss) $ 129,928 $ ( 52,516 ) $ 99,162 $ ( 344,860 )

18 unchanged sentences

Other comprehensive income (loss) — — — — 33 33 35 19 87

Common stock repurchases ( 52 ) — — — — ( 52 ) — — ( 52 )

Stock repurchases ( 52 ) — — — — ( 52 ) — — ( 52 )

Equity-based compensation — 99 10,930 — — 11,029 5,542 41 16,612

8 unchanged sentences

Balance at March 31, 2023

$ 800,303 $ 6,480 $ 7,823,722 $ ( 7,176,706 ) $ ( 1,478 ) $ 1,452,321 $ 2,650,893 $ 48,598 $ 4,151,812

Net income (loss) — — — ( 8,663 ) — ( 8,663 ) ( 39,667 ) ( 1,745 ) ( 50,075 )

Other comprehensive income (loss) — — — — 2,582 2,582 360 201 3,143

Change in common stock par value (Note 8)

— ( 4,862 ) 4,862 — — — — — —

Stock repurchases ( 5,633 ) — 927 — — ( 4,706 ) — — ( 4,706 )

Redemption of OP Units for class A common stock — 3 981 — — 984 — ( 984 ) —

Equity-based compensation — 11 21,681 — — 21,692 4,232 41 25,965

Shares canceled for tax withholdings on vested equity awards — ( 6 ) ( 5,348 ) — — ( 5,354 ) — — ( 5,354 )

Contributions from noncontrolling interests — — — — — — 38,240 — 38,240

Distributions to noncontrolling interests — — — — — — ( 13,608 ) ( 124 ) ( 13,732 )

Preferred stock dividends — — — ( 14,660 ) — ( 14,660 ) — — ( 14,660 )

Common stock dividends declared ($ 0.01 per share)

— — — ( 1,622 ) — ( 1,622 ) — — ( 1,622 )

Reallocation of equity (Notes 2 and 9)

— — ( 385 ) — 18 ( 367 ) ( 844 ) 1,211 —

Balance at June 30, 2023

$ 794,670 $ 1,626 $ 7,846,440 $ ( 7,201,651 ) $ 1,122 $ 1,442,207 $ 2,639,606 $ 47,198 $ 4,129,011

The accompanying notes form an integral part of the consolidated financial statements.

24 unchanged sentences

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

Net income (loss) — — — 91,423 — 91,423 32,921 5,426 129,770

Other comprehensive income (loss) — — — — 42 42 — 3 45

Exchange of notes for common stock (Note 7)

— 76 66,700 — — 66,776 — — 66,776

Deconsolidation of sponsored funds (Note 10)

— — — — — — ( 262,970 ) — ( 262,970 )

Equity-based compensation — — 14,549 — — 14,549 — 40 14,589

Shares canceled for tax withholdings on vested equity awards — — ( 213 ) — — ( 213 ) — — ( 213 )

Contributions from noncontrolling interests — — — — — — 10,700 10,700

Distributions to noncontrolling interests — — — — — — ( 2,014 ) ( 123 ) ( 2,137 )

Preferred stock dividends — — ( 14,660 ) ( 14,660 ) — — ( 14,660 )

Common stock dividends declared ($ 0.01 per share)

— — ( 1,738 ) ( 1,738 ) — — ( 1,738 )

Reallocation of equity (Notes 2 and 9)

— — ( 2,172 ) 1 ( 2,171 ) — 2,171 —

Balance at June 30, 2024

$ 794,670 $ 1,738 $ 7,988,729 $ ( 6,813,427 ) $ 755 $ 1,972,465 $ 389,329 $ 81,203 $ 2,442,997

The accompanying notes form an integral part of the consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

12 unchanged sentences

Increase (decrease) in other liabilities and due to affiliates 132,970 ( 45,627 )

Net cash provided by (used in) operating activities ( 27,009 ) 19,734

Net cash generated by (used in) operating activities ( 4,483 ) 91,850

Cash Flows from Investing Activities

2 unchanged sentences

Proceeds from sale of equity investments 32,040 595,209

Repayments of loans receivable 1,000 6,804

Acquisition of and additions to real estate, related intangibles and leasing commissions — ( 510,973 )

4 unchanged sentences

Purchase of fixed assets

Net cash provided by (used in) investing activities ( 21,968 ) ( 259,109 )

Cash derecognized in deconsolidation of sponsored funds ( 745 ) —

Net cash generated by (used in) investing activities ( 17,227 ) ( 571,554 )

The accompanying notes form an integral part of the consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Financing Activities

1 unchanged sentence

Dividends paid to common stockholders ( 3,296 ) ( 3,214 )

Repayment or redemption of senior notes ( 5,000 ) ( 200,000 )

Borrowings from investment level debt

6 unchanged sentences

( 17,500 ) ( 90,000 )

Repurchases of preferred stock — ( 4,758 )

Shares canceled for tax withholdings on vested equity awards ( 8,516 ) ( 10,217 )

Net cash provided by (used in) financing activities ( 48,471 ) 26,786

Net cash generated by (used in) financing activities ( 61,920 ) 24,106

Effect of exchange rates on cash, cash equivalents and restricted cash ( 704 ) 429

5 unchanged sentences

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets

Three Months Ended March 31,

Six Months Ended June 30,

Beginning of period

14 unchanged sentences

Supplemental Disclosure of Cash Flow Information

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2024 2023

4 unchanged sentences

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

Net cash generated by (used in) operating activities of discontinued operations $ ( 13,407 ) $ 149,727

Net cash generated by (used in) investing activities of discontinued operations 27 ( 252,354 )

Supplemental Disclosure of Noncash Investing and Financing Activities

4 unchanged sentences

Settlement of Wafra contingent consideration through issuance of Class A common stock 17,500 —

Preferred stock repurchase payable — 52

Operating lease ROU assets and lease liabilities established for corporate offices

Assets of sponsored funds deconsolidated (Note 10)

Liabilities of sponsored funds deconsolidated (Note 10)

Noncontrolling interests of sponsored funds deconsolidated (Note 10)

( 262,970 ) —

The accompanying notes form an integral part of the consolidated financial statements.

1 unchanged sentence

Notes to Consolidated Financial Statements

March 31, 2024

June 30, 2024

Business and Organization

4 unchanged sentences

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.

At June 30, 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.

50 unchanged sentences

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.

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 of the Company 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.

2 unchanged sentences

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).

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.

20 unchanged sentences

• In 2023, the Company's equity method investment in BrightSpire Capital, Inc.

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.

BRSP), which was sold in March 2023 for net proceeds totaling $ 201.6 million, with an 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.

Loss from discontinued operations is summarized as follows.

Three Months Ended March 31,

Income (loss) from discontinued operations is summarized as follows.

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2024 2023 2024 2023

13 unchanged sentences

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.

At June 30, 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.

34 unchanged sentences

(In thousands) As Reported

At December 31, 2023 Measurement Period Adjustments As Reported

At March 31, 2024

At December 31, 2023 Measurement Period Adjustments Final

Consideration

Cash $ 365,440 $ 365,440

Estimated fair value of contingent consideration 10,874 10,874

Contingent consideration at fair value 10,874 10,874

$ 376,314 $ 376,314

17 unchanged sentences

The Company's equity and debt investments are represented by the following:

(In thousands) March 31, 2024 December 31, 2023

(In thousands) June 30, 2024 December 31, 2023

Equity method investments

13 unchanged sentences

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.

15 unchanged sentences

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.

Carried interest allocation distributed was immaterial for the three and six months ended June 30, 2024 and 2023, respectively.

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.

The Company did not have a liability for clawback obligations on carried interest allocation distributed as of June 30, 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, all of the carried interest distributed to-date of $ 181.0 million would be subject to clawback as of June 30, 2024, of which $ 120.7 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.

2 unchanged sentences

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.

Marketable equity securities at June 30, 2024 includes securities in a healthcare REIT that was non-traded at December 31, 2023 and 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 $ 17.8 million at June 30, 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.

6 unchanged sentences

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.

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.

7 unchanged sentences

(in thousands) Gains Losses Fair Value

March 31, 2024 $ 49,791 $ — $ — $ — $ 49,791

June 30, 2024 $ 48,539 $ — $ — $ — $ 48,539

December 31, 2023 50,927 — — — 50,927

In estimating fair value of the CLO subordinated notes, the Company used a benchmarking approach by looking to the implied credit spreads derived from observed prices on recent comparable CLO issuances, and also considering the current size and diversification of the CLO collateral pool, and projected return on the subordinated notes.

Based upon these data points, the Company determined that the issued price of the subordinated notes 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.

Based upon these data points, the Company determined that the issued price of the subordinated notes, net of capital distributions of $ 1.3 million and $ 2.4 million in the three and six months ended June 30, 2024, was a reasonable representation of its fair value at June 30, 2024 and December 31, 2023 , classified as Level 3 of the fair value hierarchy.

Equity Investments of Consolidated Funds

4 unchanged sentences

The following table presents changes in goodwill.

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2024 2023

4 unchanged sentences

$ 465,602 $ 459,992

(1) Remaining goodwill deductible for income tax purposes was $ 109.2 million at March 31, 2024 and $ 111.8 million at December 31, 2023.

(1) Remaining goodwill deductible for income tax purposes was $ 106.5 million at June 30, 2024 and $ 111.8 million at December 31, 2023.

Intangible Assets

Intangible assets are composed of the following:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(In thousands) Carrying Amount (1)(2)

12 unchanged sentences

(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.

Amortization expense for finite-lived intangible assets totaled $ 7.5 million and $ 10.9 million for the three months ended June 30, 2024 and 2023, respectively, and $ 15.8 million and $ 17.1 million for the six months ended June 30, 2024 and 2023.

There was no impairment of identifiable intangible assets in the periods presented.

8 unchanged sentences

The following table summarizes the Company's other assets.

(In thousands) March 31, 2024 December 31, 2023

(In thousands) June 30, 2024 December 31, 2023

Prepaid taxes and deferred tax assets, net $ 10,614 $ 14,059

6 unchanged sentences

Total other assets $ 70,212 $ 78,953

(1) Net of accumulated depreciation of $ 8.2 million at March 31, 2024 and $ 7.3 million at December 31, 2023 .

(1) Net of accumulated depreciation of $ 8.8 million at June 30, 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

(In thousands) June 30, 2024 December 31, 2023

Deferred investment management fees (1)

7 unchanged sentences

Contingent consideration payable—InfraBridge (Note 10)

11,338 11,338

Contingent consideration payable—Wafra (2)

Warrants issued to Wafra (Note 10)

11,600 39,200

Operating lease liability for corporate offices

7 unchanged sentences

Other liabilities $ 744,197 $ 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.

(1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 3.3 years and 2.8 years as of June 30, 2024 and December 31, 2023.

Deferred investment management fees recognized as income of $ 1.7 million and $ 1.5 million in the three months ended June 30, 2024 and 2023, respectively, and $ 3.0 million and $ 2.2 million in the six months ended June 30, 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.

T he contingent amount was fully paid out, with $ 90 million paid in cash in March 2023, and the 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.

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 of June 30, 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.

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

The Company's corporate debt is composed of a securitized financing facility and, prior to their full exchange or redemption in 2024, senior notes issued by the OP that are recourse to the Company, as discussed further below.

June 30, 2024 December 31, 2023

(In thousands) Principal Deferred Financing Cost Amortized Cost Principal Premium (Discount), net Deferred Financing Cost Amortized Cost

Securitized financing facility $ 300,000 $ ( 4,685 ) $ 295,315 $ 300,000 $ — $ ( 5,733 ) $ 294,267

19 unchanged sentences

— 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 %.

September 2025 NA

(1) The VFN bears interest based upon 1-month Term Secured Overnight Financing Rate ("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.

In July 2024, the anticipated repayment date of the VFN was extended a year to September 2025.

The anticipated repayment date of the VFN is subject to a remaining one-year extension.

The Series 2021-1 Notes may be optionally prepaid, in whole or in part, prior to their anticipated repayment dates.

5 unchanged sentences

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.

In 2024, the remaining 5.75 % exchangeable senior notes issued by the OP with outstanding principal of $ 78.4 million was extinguished, of which $ 73.4 million was exchanged for 8.2 million shares of the Company's class A common stock, and $ 5.0 million was redeemed for cash.

In connection with the exchange, shares of Class A common stock were issued in reliance on Section 4(a)(2) of the Securities Exchange Act of 1933, as amended.

Stockholders' Equity

4 unchanged sentences

Stock repurchases ( 235 ) — —

Shares issued upon redemption of OP Units — 253 —

Equity awards issued, net of forfeitures — 3,330 —

Shares canceled for tax withholding on vested equity awards — ( 871 ) —

Shares outstanding at March 31, 2023 33,108 161,834 166

Shares outstanding at June 30, 2023 32,876 162,475 166

Shares outstanding at December 31, 2023 32,876 163,209 166

4 unchanged sentences

Shares canceled for tax withholding on vested equity awards — ( 430 ) —

Shares outstanding at March 31, 2024 32,876 166,052 166

Shares outstanding at June 30, 2024 32,876 173,600 166

Preferred Stock

In the event of a liquidation or dissolution of the Company, preferred stockholders have priority over common stockholders for payment of dividends and distribution of net assets.

The table below summarizes the preferred stock issued and outstanding at March 31, 2024:

The table below summarizes the preferred stock issued and outstanding at June 30, 2024:

Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding

17 unchanged sentences

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.

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.

7 unchanged sentences

The Company does not currently have an authorized stock repurchase program.

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.

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, 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.

1 unchanged sentence

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.

There were no changes in components of AOCI attributed to noncontrolling interests in investment entities for the six months ended June 30, 2024.

AOCI attributable to noncontrolling interests in Operating Company is immaterial.

5 unchanged sentences

Amounts reclassified from AOCI 296 ( 618 ) ( 322 )

AOCI at March 31, 2023 $ — $ ( 1,478 ) $ ( 1,478 )

AOCI at June 30, 2023 $ — $ 1,122 $ 1,122

AOCI at December 31, 2023 $ — $ 1,411 $ 1,411

1 unchanged sentence

Amounts reclassified from AOCI — ( 22 ) ( 22 )

AOCI at March 31, 2024 $ — $ 712 $ 712

AOCI at June 30, 2024 $ — $ 755 $ 755

Changes in Components of AOCI—Noncontrolling Interests in Investment Entities

3 unchanged sentences

Amounts reclassified from AOCI ( 468 )

AOCI at March 31, 2023 $ ( 2,980 )

AOCI at June 30, 2023 $ ( 2,620 )

Reclassifications out of AOCI—Stockholders

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Component of AOCI reclassified into earnings 2024 2023 2024 2023

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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,

Six Months Ended June 30,

(In thousands) 2024 2023

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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.

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 the Company's 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.

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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.

Due to the inherently judgmental nature of Level 3 fair value, changes in assumptions or inputs applied as of reporting date could result in a higher or lower fair value, and realized value may differ from the estimated unrealized fair value.

Fair Value Measurement Hierarchy

(In thousands) Level 1 Level 2 Level 3 Total

March 31, 2024

June 30, 2024

Investments (Note 4)

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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.

With respect to other equity investments, a recently acquired fund investment was valued based upon its transacted price at June 30, 2024 and December 31, 2023, classified as level 3.

Additionally, at December 31, 2023, fair value of an underlying portfolio company held by two single asset funds, prior to deconsolidation of the funds, 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 %, classified as level 3.

In April 2024, the 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 the 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 $ 263.0 million of net assets attributed to the limited partners of the funds that had represented noncontrolling interests in investment entities.

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.

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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 Company has elected to account for certain equity method investments under the fair value option.

Fair value was determined using a discounted cash flow model based upon projected earnings, with discount rates ranging between 11.0 % and 21.0 % (weighted average discount rate based on relative fair value of 11.1 %) at June 30, 2024 and 18.3 % at 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.

There was no outstanding loans receivable balance at June 30, 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 written off in the amount of $ 133.3 million following the foreclosure of certain assets within the sold Wellness Infrastructure portfolio by its mezzanine lender.

The Company had previously issued five warrants to affiliates of Wafra Inc.

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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.

Each warrant entitled 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.

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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:

At June 30, 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 36.2 % ( 37.8 % at December 31, 2023);

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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.

In measuring the contingent consideration at June 30, 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 4.3 % and 4.9 %, respectively, to derive a present value amount, classified as Level 3 of the fair value hierarchy.

Changes in Level 3 Fair Value

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Contributions — — 49,549 — —

Consolidation of sponsored funds — — — — —

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

— — ( 2,294 ) — —

Change in accrued interest and capitalization of paid-in-kind interest — — — — —

Unrealized gain (loss) in earnings, net ( 133,307 ) — 832 11,300 196

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 June 30, 2023 $ — $ — $ 95,383 $ 29,000 $ 11,070

Net unrealized gain (loss) in earnings on instruments held at June 30, 2023

$ ( 133,307 ) $ — $ 832 $ 11,300 $ 196

Fair value at December 31, 2023 $ — $ 6,700 $ 416,614 $ 39,200 $ 11,338

Election of fair value option — 128,742 — — —

Unrealized gain (loss) in earnings, net — ( 2,490 ) — ( 3,000 ) ( 1,838 )

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 $ —

Deconsolidation of sponsored funds — — ( 393,614 ) — —

Fair value at June 30, 2024 $ — $ 132,952 $ 23,000 $ 3,200 $ 9,500

Net unrealized gain (loss) in earnings on instruments held at June 30, 2024

$ — $ ( 2,490 ) $ — $ ( 5,900 ) $ ( 1,838 )

(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.

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(In thousands) Level 1 Level 2 Level 3 Total

March 31, 2024

June 30, 2024

Secured fund fee revenue notes $ — $ 271,485 $ — $ 271,485 $ 295,315

Exchangeable senior notes — 147,204 — 147,204 71,715

December 31, 2023

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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.

Debt —Senior notes and secured fund fee revenue notes were valued based on indicative quotes.

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.

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The following table presents the basic and diluted earnings per common share computations.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) 2024 2023 2024 2023

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91,423 ( 8,663 ) 61,795 ( 206,460 )

Preferred stock repurchases/redemptions (Note 8)

Preferred dividends ( 14,660 ) ( 14,675 ) ( 29,320 ) ( 29,351 )

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Weighted average effect of dilutive shares (1)(2)(3)

1,708 — 5,285 —

Weighted average number of common shares outstanding—diluted 172,066 158,089 171,033 159,113

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(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.

(a) for the three months ended June 30, 2023, the effect of adding back interest expense of $ 1.7 million and 9,047,200 of weighted average dilutive common share equivalents;

and (b) for the six months ended June 30, 2023, the effect of adding back $ 5.6 million of interest expense and 9,749,200 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.

(a) class A common shares that are contingently issuable in relation to performance stock units (Note 13) with weighted average shares of 635,600 for the three months ended June 30, 2023;

and 317,800 for the six months ended June 30, 2023;

and (b) class A common shares that are issuable to net settle the exercise of warrants (Note 10) with weighted average shares of 307,800 for the three months ended June 30, 2023;

and 1,029,600 and 335,600 for the six months ended June 30, 2024 and 2023, respectively.

(3) OP Units may be redeemed for registered or unregistered class A common stock of the Company on a one -for-one basis and are not dilutive.

At June 30, 2024 and 2023, 12,290,700 and 12,375,800 of OP Units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented.

The following table presents the Company's fee revenue by type.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2024 2023 2024 2023

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Incentive fees

1,651 171 2,532 1,040

1,267 827 1,497 1,926

Total fee revenue $ 78,605 $ 65,742 $ 151,560 $ 124,868

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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.

Revenues from one fund, which comprised of fee revenue, principal investment income and carried interest allocation, accounted for approximately 72.5 % and 58.4 % of the Company's total revenues in the three and six months ended June 30, 2024, respectively.

Equity-Based Compensation

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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.

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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.

For liability classified awards that met their

performance conditions and became fully vested, $ 3.3 million of awards were cash settled in 2023, and approximately $ 1.0 million of awards are expected to be cash settled in the third quarter of 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

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").

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Equity-based compensation cost is presented on the consolidated statement of operations, as follows.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands)

2024 2023 2024 2023

Compensation expense $ 17,641 $ 20,691 $ 26,855 $ 31,461

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$ 17,641 $ 20,691 $ 26,855 $ 31,689

Changes in unvested equity awards pursuant to the 2014 Equity Incentive Plan are summarized below.

Changes in unvested equity awards are summarized below.

Weighted Average

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Forfeited ( 100,112 ) — — — ( 643,178 ) ( 743,290 ) 26.92 19.99

Unvested shares and units at March 31, 2024

Unvested shares and units at June 30, 2024

3,188,840 2,625,000 41,032 39,915 830,326 6,725,113 17.01 10.59

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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 .

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $ 11.5 million and $ 13.7 million for the three months ended June 30, 2024 and 2023, respectively, and $ 29.9 million and $ 34.6 million for the six months ended June 30, 2024 and 2023, respectively.

At June 30, 2024, aggregate unrecognized compensation cost for all unvested equity awards was $ 48.3 million, which is expected to be recognized over a weighted average period of 2.1 years.

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;

(ii) has equity holders who lack the characteristics of a controlling financial interest;

and/or (iii) is established with non-substantive voting rights.

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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 Company’s exposure is limited to its capital account balance in the consolidated funds of $ 62.8 million at June 30, 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.

At June 30, 2024, the Company had unfunded equity commitments of $ 20.0 million to consolidated funds.

The following table presents the assets and liabilities of the consolidated funds:

(In thousands) March 31, 2024 December 31, 2023

(In thousands) June 30, 2024 December 31, 2023

Cash and cash equivalents $ 55,825 $ 69,654

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$ 55,533 $ 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

beneficiary of these funds.

As such interests absorb insignificant variability from the fund, the Company is considered to be acting in the capacity of an agent of the fund and is therefore not the primary beneficiary of these funds.

The Company accounts for its equity interests in unconsolidated funds under the equity method.

The Company's maximum exposure to loss is limited to the outstanding balance of its investment in the unconsolidated funds (Note 4) of $ 1.88 billion at March 31, 2024 and $ 1.86 billion at December 31, 2023.

The Company's maximum exposure to loss is limited to the outstanding balance of its investment in the unconsolidated funds (Note 4) of $ 2.17 billion at June 30, 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.

At June 30, 2024, the Company's unfunded equity commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 261.1 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.

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(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").

(iii) certain of the Company's other equity investments outside of sponsored funds;

and (iv) directors and employees of the Company.

Amounts due from and due to affiliates consist of the following:

(In thousands) March 31, 2024 December 31, 2023

(In thousands) June 30, 2024 December 31, 2023

Due from Affiliates

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Cost reimbursements and recoverable expenses 18,740 14,388

Employees and other affiliates 1,688 —

Directors, employees and other affiliates 516 —

$ 94,805 $ 85,815

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$ 10,123 $ 10,123

Employees and other affiliates 686 541

Directors, employees and other affiliates 2,007 541

$ 12,130 $ 10,664

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(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.

and (iii) direct and indirect operating costs for managing the operations of certain investment vehicles and their portfolio companies.

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 $ 3.3 million and $ 1.4 million for the three months ended June 30, 2024 and 2023, respectively, and $ 5.8 million and $ 2.6 million for the six months ended June 30, 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.

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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.

Ganzi and Jenkins had retained their equity investments and general partner interests in the portfolio companies of DBH, which include DataBank and Vantage.

Digital Bridge Holdings — 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.

Ganzi and Jenkins had retained their equity investments and general partner interests in the portfolio companies of DBH, which included, but were not limited to, DataBank and Vantage Data Centers ("Vantage").

Vantage SDC, which the Company has a direct investment in, is a carve out of the stabilized data center portfolio of Vantage's North American business.

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 in DataBank and Vantage 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.

Carried Interest Allocation from Sponsored Investment Vehicles —With respect to investment vehicles sponsored by the Company for which Messrs.

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.

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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.

Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $ 119.4 million at June 30, 2024 and $ 112.2 million at December 31, 2023.

Carried interest allocated is recorded as net income attributable to noncontrolling interests totaling $ 3.9 million and $ 19.2 million for the three months ended June 30, 2024 and 2023, respectively, and $ 7.3 million and $ 21.4 million for the six months ended June 30, 2024 and 2023 respectively.

Investment in Managed Investment Vehicles —Subject to the Company's related party policies and procedures, certain employees (who may thereafter become former 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 investments in consolidated investment vehicles and general partner entities totaled $ 50.4 million at June 30, 2024 and $ 22.7 million at December 31, 2023, reflected in redeemable noncontrolling interests and noncontrolling interests on the balance sheet.

The employees' and former employees' share of net income was $ 2.0 million and $ 1.5 million for the three months ended June 30, 2024 and 2023, respectively, and $ 2.2 million and $ 2.1 million for the six months ended June 30, 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.

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.

Private Aircraft— P ursuant to Mr.

Ganzi’s employment agreement, the Company has agreed to reimburse Mr.

Ganzi for the variable 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 total number of passengers) of such variable costs for any passenger who is not traveling on Company business.

The Company has also agreed to reimburse Mr.

Ganzi for the cost of up to 100 hours of personal travel, which is treated as a compensatory arrangement.

Additionally, the Company has agreed to reimburse Mr.

Ganzi for a proportional share of the fixed cash costs of any aircraft partially or fully owned by Mr.

The fixed cost reimbursements will be made based on an allocable portion of such aircraft’s annual fixed cash operating costs, based on the total number of hours the aircraft is used for Company business and personal hours claimed (up to 100 hours annually) divided by the total hours flown.

The Company reimbursed Mr.

Ganzi $ 0.9 million and $ 1.8 million for the three months ended March 31, 2024 and 2023 respectively.

Ganzi $ 2.0 million and $ 1.0 million for the three months ended June 30, 2024 and 2023 respectively, and $ 3.1 million and $ 2.7 million for the six months ended June 30, 2024 and 2023, respectively.

Segment Reporting

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for the Company's single reportable segment and reconciled to the consolidated statement of operations.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Fee revenue $ 78,605 $ 65,742 $ 151,560 $ 124,868

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Total revenues 390,336 189,874 464,729 208,370

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 51,661 56,557 102,845 104,028

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Administrative and other expenses 26,508 21,505 50,818 41,952

Interest expense 3,136 5,665 8,328 13,796

Transaction-related costs 671 1,113 1,431 9,640

Depreciation and amortization 8,097 11,353 17,264 18,228

Total expenses 268,503 132,269 352,402 186,889

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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.

As of June 30, 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.

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.

No other subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes.

FORWARD-LOOKING STATEMENTS

22 unchanged sentences

• 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;

• our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended;

• changes in our board of directors or management team, and availability of qualified personnel;

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements