1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the quarter ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
−Removed: Designation of Principal Accounting Officer
−Removed: On May 3, 2024, Tracey Teh was designated as the Company’s Principal Accounting Officer.
−Removed: Following Ms.
−Removed: Teh’s appointment, Thomas Mayrhofer, the Company’s Chief Financial Officer and Treasurer, will no longer serve as the Company’s Principal Accounting Officer but will continue to serve as the Company’s Principal Financial Officer.
−Removed: Teh, age 48, has served as the Company's Chief Accounting Officer since September 2023, reporting to the Chief Financial Officer and Principal Accounting Officer, and previously served as Managing Director, Corporate Reporting.
−Removed: Teh has played an active role in the evolution of the Company, including involvement in acquisitions, mergers, spin-off, and continuing business transformation.
−Removed: Teh joined the Company from PricewaterhouseCoopers LLP in 2015, where she was a Senior Manager in the Assurance practice in Los Angeles, Washington D.C.
−Removed: and Singapore, focusing on mortgage banking and alternative investment management.
−Removed: Teh is a Certified Public Accountant in California and has a Bachelor of Commerce degree from the University of Sydney in Australia.
−Removed: There are no arrangements or understandings between Ms.
−Removed: Teh and any other person pursuant to which she was selected as an officer, no family relationships between Ms.
−Removed: Teh and any other executive officer or director, and no related person transactions within the meaning of Item 404(a) of Regulation S-K between Ms.
−Removed: Teh and the Company.
+Added: During the quarter ended June 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
EXHIBIT INDEX
Exhibit Number Description
−Removed: 3.1 Restated Charter of DigitalBridge Group, Inc.(incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
+Added: 3.1 Restated Charter of DigitalBridge Group, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
3.2 Amended and Restated Bylaws of DigitalBridge Group, Inc., effective August 1, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
3.3 Articles Supplementary designating 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed on June 5, 2017)
−Removed: 3.4 Articles Supplementary designating 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.3 to Colony NorthStar, Inc.’s Registration Statement on Form 8-A filed on September 22, 2017)
−Removed: 10.1†* Form of Restricted Stock Agreement under 2024 Omnibus Incentive Plan
−Removed: 10.2†* Form of Performance Restricted Stock Unit Agreement under 2024 Omnibus Incentive Plan
+Added: 3.4 Articles Supplementary designating 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.3 to the Company' s Registration Statement on Form 8-A filed on September 22, 2017)
10.1† DigitalBridge Group, Inc.
2024 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8, filed on April 29, 2024)
−Removed: 10.4† Form of Restricted Stock Agreement under 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 21, 2024)
−Removed: 10.5† Form of Performance Restricted Stock Unit Agreement under 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 21, 2024)
+Added: 10.2† Form of Restricted Stock Agreement under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on May 3, 2024)
+Added: 10.3† Form of Performance Restricted Stock Unit Agreement under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed on May 3, 2024)
+Added: 10.4†* Consulting Agreement between Jacky Wu and the Company (pursuant to the terms of Mr.
+Added: Wu’s employment agreement), dated as of June 30, 2024
31.1* Certification of Marc C.
17 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: August 8, 2024
DigitalBridge Group, Inc.
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.