What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-01 compared with 2024-08-08 · 181 added, 125 removed, 1091 unchanged (22% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

June 30, 2024

September 30, 2024

December 31, 2023

46 unchanged sentences

(In thousands, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

45 unchanged sentences

(In thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

53 unchanged sentences

Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity

Balance at June 30, 2023 $ 794,670 $ 1,626 $ 7,846,440 $ ( 7,201,651 ) $ 1,122 $ 1,442,207 $ 2,639,606 $ 47,198 $ 4,129,011

Net loss — — — 276,473 — 276,473 ( 17,746 ) 19,918 278,645

Other comprehensive loss — — — — ( 1,974 ) ( 1,974 ) 21 ( 93 ) ( 2,046 )

DataBank recapitalization — — ( 14,791 ) — — ( 14,791 ) 33,001 — 18,210

Deconsolidation of investment entities — — — — 965 965 ( 1,427,435 ) — ( 1,426,470 )

Equity-based compensation — 12 11,023 — — 11,035 3,934 41 15,010

Shares canceled for tax withholdings on vested equity awards — ( 4 ) ( 7,955 ) — — ( 7,959 ) — — ( 7,959 )

Contributions from noncontrolling interests — — — — — — 26,907 — 26,907

Distributions to noncontrolling interests — — — — — — ( 16,732 ) ( 124 ) ( 16,856 )

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

Common stock dividends declared ($ 0.01 per share)

— — — ( 1,632 ) — ( 1,632 ) — — ( 1,632 )

Reallocation of equity (Notes 2 and 9)

— — 1,109 — — 1,109 — ( 1,109 ) —

Balance at September 30, 2023 $ 794,670 $ 1,634 $ 7,835,826 $ ( 6,941,470 ) $ 113 $ 1,690,773 $ 1,241,556 $ 65,831 $ 2,998,160

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

DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

Balance at December 31, 2023

39 unchanged sentences

DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

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

Net income (loss) — — — 13,778 — 13,778 34,024 ( 50 ) 47,752

Other comprehensive income (loss) — — — — 2,557 2,557 — 179 2,736

Redemption of OP Units for class A common stock — 2 1,186 — — 1,188 — ( 1,188 ) —

Equity-based compensation — 3 8,213 — — 8,216 — 41 8,257

Shares canceled for tax withholdings on vested equity awards — ( 1 ) ( 928 ) — — ( 929 ) — — ( 929 )

Contributions from noncontrolling interests — — — — — — 1,392 1,392

Distributions to noncontrolling interests — — — — — — ( 2,885 ) ( 121 ) ( 3,006 )

Preferred stock dividends — — — ( 14,661 ) — ( 14,661 ) — — ( 14,661 )

Common stock dividends declared ($ 0.01 per share)

— — — ( 1,741 ) — ( 1,741 ) — — ( 1,741 )

Reallocation of equity (Notes 2 and 9)

— — ( 568 ) — 1 ( 567 ) — 567 —

Balance at September 30, 2024 $ 794,670 $ 1,742 $ 7,996,632 $ ( 6,816,051 ) $ 3,313 $ 1,980,306 $ 421,860 $ 80,631 $ 2,482,797

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

DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Operating Activities

5 unchanged sentences

Other equity method (earnings) losses — 13,283

Distributions of income from equity investments — 3,727

Depreciation and amortization 25,491 419,136

8 unchanged sentences

Contributions to and acquisition of equity investments ( 116,330 ) ( 470,183 )

Return of capital from equity method investments 28,630 55,643

Return of capital from equity and debt investments 33,498 65,763

Proceeds from sale of equity investments 79,035 636,687

Repayments of loans receivable 1,000 6,804

Repayment of loans receivable 1,000 6,804

Acquisition of and additions to real estate, related intangibles and leasing commissions — ( 613,109 )

5 unchanged sentences

Cash derecognized in deconsolidation of sponsored funds ( 745 ) ( 102,448 )

Proceeds from DataBank recapitalization

Net cash generated by (used in) investing activities ( 6,847 ) ( 768,072 )

3 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Financing Activities

7 unchanged sentences

Contributions from noncontrolling interests 25,101 95,131

Distributions to and redemptions of noncontrolling interests ( 18,597 ) ( 127,599 )

Distributions to and redemption of noncontrolling interests ( 21,948 ) ( 144,534 )

Payment of contingent consideration to Wafra

3 unchanged sentences

Net cash generated by (used in) financing activities ( 77,806 ) 78,596

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

Effect of foreign exchange on cash, cash equivalents and restricted cash 1,461 ( 673 )

Net increase (decrease) in cash, cash equivalents and restricted cash ( 51,774 ) ( 498,069 )

4 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Beginning of period

14 unchanged sentences

Supplemental Disclosure of Cash Flow Information

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2024 2023

9 unchanged sentences

Receivables from asset sales — 2,091

Contingent consideration for acquisition of InfraBridge — 10,874

Redemption of OP Units for common stock 1,703 984

2 unchanged sentences

Operating lease ROU assets and lease liabilities established for corporate offices

Assets of investment entities disposed of in sale of equity and/or deconsolidated (1)

Liabilities of investment entities disposed of in sale of equity and/or deconsolidated (1)

Noncontrolling interests of investment entities disposed of in sale of equity and/or deconsolidated (1)

Assets of sponsored funds deconsolidated (Note 10)

5 unchanged sentences

Notes to Consolidated Financial Statements

June 30, 2024

September 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 June 30, 2024, the Company owned 93 % of the OP , as its sole managing member.

At September 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.

81 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 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 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.

At September 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 June 30, 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.

15 unchanged sentences

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.

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.

The Company does not expect the new guidance to have a material impact on its segment disclosures.

Income Tax Disclosures

7 unchanged sentences

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.

The Company will adopt the ASU on its effective date on a prospective basis and does not expect this new guidance to have a material impact on its annual income tax disclosures.

Business Combinations

26 unchanged sentences

• 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.

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

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

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

Equity method investments

31 unchanged sentences

Carried Interest Distributed

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

There was no carried interest distributed in the three months ended September 30, 2024, and an immaterial distribution in the nine months ended September 30, 2024.

During the three and nine months ended September 30, 2023, carried interest of $ 27.9 million and $ 28.4 million, respectively, were distributed and recognized in carried interest allocations, of which $ 0.8 million of the distributed carried interest in the nine months ended September 30, 2023 was allocated to current and former employees and to Wafra, recorded as carried interest compensation, other loss, and amounts attributable to noncontrolling interests (Note 15).

Clawback Obligation

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.

The Company did not have a liability for clawback obligations on carried interest distributed as of September 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 September 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 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.

Marketable equity securities at September 30, 2024 included 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 publicly traded securities in the healthcare REIT have been substantially liquidated following 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.

7 unchanged sentences

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.

third party warehouse entity at their acquisition price, and securitized through the issuance of securities in a collateralized loan obligation ("CLO") structure.

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.

In October 2024, the secured notes of the CLO were refinanced, with no change in the underlying collateral asset pool.

The legal final maturity date, and reinvestment and non-call periods of the CLO were extended by two years .

All of the Company’s subordinated notes remain outstanding.

The Company received $ 10.4 million of excess net proceeds from the refinance as the subordinated note holder, which was applied as a return of capital in October 2024.

The stated legal final maturity of the CLO has been extended to 2037.

Following the end of the non-call period of the CLO, which is now October 2026, 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.

3 unchanged sentences

(in thousands) Gains Losses Fair Value

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

September 30, 2024 $ 47,348 $ — $ — $ — $ 47,348

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, 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.

Based upon these data points, the Company determined that the issued price of the subordinated notes, net of capital distributions of $ 1.2 million and $ 3.6 million in the three and nine months ended September 30, 2024, respectively, was a reasonable representation of its fair value at September 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.

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2024 2023

4 unchanged sentences

$ 465,602 $ 466,092

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

(1) Remaining goodwill deductible for income tax purposes was $ 103.9 million at September 30, 2024 and $ 111.8 million at December 31, 2023.

Intangible Assets

Intangible assets are composed of the following:

June 30, 2024 December 31, 2023

September 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 $ 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.

Amortization expense for finite-lived intangible assets totaled $ 7.6 million and $ 8.8 million for the three months ended September 30, 2024 and 2023, respectively, and $ 23.4 million and $ 25.9 million for the nine months ended September 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) June 30, 2024 December 31, 2023

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

Prepaid taxes and deferred tax assets, net $ 7,796 $ 14,059

6 unchanged sentences

Total other assets $ 62,912 $ 78,953

(1) Net of accumulated depreciation of $ 8.8 million at June 30, 2024 and $ 7.3 million at December 31, 2023 .

(1) Net of accumulated depreciation of $ 9.5 million at September 30, 2024 and $ 7.3 million at December 31, 2023 .

Other Liabilities

The following table summarizes the Company's other liabilities:

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

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

Deferred investment management fees (1)

15 unchanged sentences

Due to affiliates (Note 15)

12,130 10,664

Other liabilities 7,339 16,974

Other liabilities $ 740,570 $ 681,451

(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.

(1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 3.5 years and 2.8 years as of September 30, 2024 and December 31, 2023.

Deferred investment management fees recognized as income of $ 1.8 million and $ 1.5 million in the three months ended September 30, 2024 and 2023, respectively, and $ 4.5 million and $ 2.8 million in the nine months ended September 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.

2 unchanged sentences

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 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 of September 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 2024, senior notes issued by the OP that are recourse to the Company, as discussed further below.

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

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

8 unchanged sentences

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.

8 unchanged sentences

Variable Funding Notes

— 1-month Term SOFR + 3 %

— Adjusted 1-month Term SOFR + 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 %.

(1) Adjusted 1-month Term Secured Overnight Financing Rate ("SOFR") is the equivalent of 1-month Term SOFR plus 0.11448 %.

Unused capacity under the VFN facility is subject to a commitment fee of 0.5 % per annum.

15 unchanged sentences

(In thousands) Preferred Stock Class A

Common Stock (1)

Shares outstanding at December 31, 2022 33,111 159,763 166

3 unchanged sentences

Shares canceled for tax withholding on vested equity awards — ( 1,567 ) —

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

Shares outstanding at September 30, 2023 32,876 163,264 166

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

4 unchanged sentences

Shares canceled for tax withholding on vested equity awards — ( 481 ) —

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

Shares outstanding at September 30, 2024 32,876 174,015 166

(1) In the third quarter of 2024, there was a conversion of Class B common stock into Class A common stock for less than a thousand shares.

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 June 30, 2024:

The table below summarizes the preferred stock issued and outstanding at September 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.

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.

11 unchanged sentences

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 six months ended June 30, 2024.

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

AOCI attributable to noncontrolling interests in Operating Company is immaterial.

5 unchanged sentences

Amounts reclassified from AOCI 296 ( 902 ) ( 606 )

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

Deconsolidation of investment entities — 965 965

AOCI at September 30, 2023 $ — $ 113 $ 113

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

1 unchanged sentence

Amounts reclassified from AOCI — ( 17 ) ( 17 )

AOCI at June 30, 2024 $ — $ 755 $ 755

AOCI at September 30, 2024 $ — $ 3,313 $ 3,313

Changes in Components of AOCI—Noncontrolling Interests in Investment Entities

3 unchanged sentences

Amounts reclassified from AOCI 2,082

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

Deconsolidation of investment entities 2,550

AOCI at September 30, 2023 $ ( 49 )

Reclassifications out of AOCI—Stockholders

2 unchanged sentences

(In thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

Component of AOCI reclassified into earnings 2024 2023 2024 2023

Release of foreign currency cumulative translation adjustments $ ( 5 ) $ 284 $ 17 $ 902

Deconsolidation of investment entities — ( 965 ) — ( 965 )

Release of AOCI of equity method investments — — — ( 296 )

2 unchanged sentences

The following table presents the activities in redeemable noncontrolling interests in open-end funds in the liquid securities strategy consolidated by the Company.

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2024 2023

19 unchanged sentences

(In thousands) Level 1 Level 2 Level 3 Total

June 30, 2024

September 30, 2024

Investments (Note 4)

7 unchanged sentences

— — 9,100 9,100

Warrants issued to Wafra

— — 2,000 2,000

11 unchanged sentences

— — 11,338 11,338

Warrants issued to Wafra

— — 39,200 39,200

2 unchanged sentences

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.

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

The other equity investment, classified as level 3, was valued at September 30, 2024 using a market approach that considers revenue multiples of other comparable companies, and at December 31, 2023, was carried at its recent transacted price.

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.

11 unchanged sentences

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.

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 upon relative fair value of 11.0 %) at September 30, 2024, and using a discount rate of 18.3 %, 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 June 30, 2024 and December 31, 2023.

There was no outstanding loans receivable balance at September 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.

8 unchanged sentences

The equity-classified warrants are no longer subject to fair value remeasurement.

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:

At September 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 31.4 % ( 37.8 % at December 31, 2023);

6 unchanged sentences

In connection with the acquisition of InfraBridge, contingent consideration is payable if prescribed fundraising targets are met.

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.

In measuring the contingent consideration at September 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 6.6 % 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

9 unchanged sentences

Change in consolidated fund's share of equity investment (1)

— — 1,842 — —

Paydown of underlying loans held by equity investment of consolidated fund

2 unchanged sentences

Unrealized gain (loss) in earnings, net ( 133,307 ) — 1,812 ( 23,700 ) ( 329 )

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 September 30, 2023 $ — $ — $ 107,032 $ ( 41,400 ) $ ( 11,203 )

Net unrealized gain (loss) in earnings on instruments held at September 30, 2023 $ ( 133,307 ) $ — $ 1,812 $ ( 23,700 ) $ ( 329 )

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

3 unchanged sentences

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 )

Fair value at September 30, 2024 $ — $ 133,127 $ 63,154 $ ( 2,000 ) $ ( 9,100 )

Net unrealized gain (loss) in earnings on instruments held at September 30, 2024 $ — $ ( 2,315 ) $ 40,154 $ 7,100 $ 2,238

(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.

Nonrecurring Fair Values

The Company measures fair value of certain assets on a nonrecurring basis:

(i) on the acquisition date for business combinations;

(ii) when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable;

and (iii) upon deconsolidation of a subsidiary for any retained interest.

Adjustments to fair value generally result from application of the lower of amortized cost or fair value for assets held for disposition or otherwise, a write-down of asset values due to impairment.

At September 30, 2024, certain warehoused investments, previously carried at cost under the measurement alternative, were determined to be impaired and written down to an aggregate fair value of $ 15.0 million, classified as level 3 of the fair value hierarchy.

Fair value of these investments were estimated based upon pricing from a recent funding or applying a probability-weighted approach to different recovery outcomes.

Fair Value of Financial Instruments Reported at Cost

2 unchanged sentences

(In thousands) Level 1 Level 2 Level 3 Total

June 30, 2024

September 30, 2024

Secured fund fee revenue notes $ — $ 278,605 $ — $ 278,605 $ 295,838

6 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

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

2 unchanged sentences

$ 12,433 $ 287,677 $ 88,032 $ 117,001

Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.

( 674 ) ( 12,726 ) ( 13,804 ) ( 35,784 )

Net income (loss) attributable to DigitalBridge Group, Inc.

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

Preferred stock repurchases/redemptions (Note 8)

Preferred dividends ( 14,661 ) ( 14,645 ) ( 43,981 ) ( 43,996 )

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

Net income (loss) allocated to participating securities ( 1,617 ) ( 29 ) ( 624 ) ( 60 )

Net income (loss) allocated to common stockholders—basic 75,146 ( 22,440 ) 31,851 ( 234,944 )

Income (loss) allocated to participating securities ( 33 ) ( 4,801 ) ( 575 ) ( 457 )

Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.

( 2,261 ) 268,231 43,476 73,475

Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.

1,345 ( 11,204 ) ( 12,459 ) ( 46,988 )

Net income (loss) attributable to common stockholders—basic ( 916 ) 257,027 31,017 26,487

Interest expense attributable to exchangeable notes (1)

— 1,264 443 —

Net income (loss) allocated to common stockholders—diluted $ ( 916 ) $ 258,291 $ 31,460 $ 26,487

12 unchanged sentences

Net income (loss) attributable to common stockholders per common share—diluted $ ( 0.01 ) $ 1.51 $ 0.18 $ 0.16

(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 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 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.

(1) With respect to the assumed conversion or exchange of the Company's senior notes which are no longer outstanding effective April 2024, the following is excluded from the calculation of diluted earnings per share as their inclusion would be antidilutive:

for the nine months ended September 30, 2023, the effect of adding back $ 6.9 million of interest expense and 9,744,700 of weighted average dilutive common share equivalents.

(2) The calculation of diluted earnings per share excludes the effects of the following as their inclusion would be antidilutive:

(i) class A common shares that are contingently issuable in relation to performance stock units (Note 13) with weighted average shares of 509,200 for the three months ended September 30, 2024;

and (ii) class A common shares that are issuable to net settle the exercise of warrants (Note 10) with weighted average shares of 485,800 and 957,600 for the three months ended September 30, 2024 and 2023;

and 816,600 and 569,600 for the nine months ended September 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.

At September 30, 2024 and 2023, 12,123,400 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2024 2023 2024 2023

9 unchanged sentences

• Liquid Strategies and InfraBridge co-investment vehicles — 0.30 % to 1.25 % of NAV or gross asset value, respectively.

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.

Also, co-investment vehicles may charge a one-time fee upfront at contractual rates between 0.15 % and 2.00 % of committed or invested 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.

4 unchanged sentences

Revenue Concentration

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.

Revenue concentration is defined as a single fund or investment vehicle that generates 10% or more of the Company's total management fees.

Four funds met the concentration criteria, in aggregate, accounting for 71.4 % and 69.1 % of total management fees in the three and nine months ended September 30, 2024, respectively.

Equity-Based Compensation

1 unchanged sentence

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").

11 unchanged sentences

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.

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.

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.

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.

29 unchanged sentences

The following assumptions were applied in the Monte Carlo model under a risk-neutral premise:

2022 LTIP Grant 2019 LTIP Grant (1)

2022 LTIP Grant

Expected volatility of the Company's class A common stock (1)

34.0 % 28.3 %

Expected dividend yield (2)

Risk-free rate (per annum) (3)

(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.

(1) Based upon historical volatility of the Company's stock and those of a specified peer group.

11 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands)

14 unchanged sentences

Forfeited ( 106,150 ) ( 2,500,000 ) — ( 13,305 ) ( 643,178 ) ( 3,262,633 ) 26.92 3.62

Unvested shares and units at June 30, 2024

Unvested shares and units at September 30, 2024

3,266,818 125,000 30,798 26,610 830,326 4,279,552 17.01 15.72

(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.

LTIP units that do not meet the market condition within the measurement period are 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 $ 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.

RSUs that do not meet the performance condition at the end of the measurement period are forfeited.

(3) Number of PSUs granted does not reflect potential increases or decreases that could result from the final outcome based upon the DE target or total shareholder return measured at the end of the performance period.

PSUs for which the DE target or 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 $ 1.7 million and $ 13.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 31.7 million and $ 47.5 million for the nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, aggregate unrecognized compensation cost for all unvested equity awards was $ 38.2 million, which is expected to be recognized over a weighted average period of 1.8 years.

Variable Interest Entities

20 unchanged sentences

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 $ 62.8 million at June 30, 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 $ 77.7 million at September 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 June 30, 2024, the Company had unfunded equity commitments of $ 20.0 million to consolidated funds.

The Company does not have unfunded commitments to consolidated funds.

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

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

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

Cash and cash equivalents $ 59,437 $ 69,654

11 unchanged sentences

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 $ 2.17 billion at June 30, 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 $ 2.2 billion at September 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 June 30, 2024, the Company's unfunded equity commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 261.1 million.

At September 30, 2024, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 262.5 million (including commitments attributed to the ownership by employees and former employees in the general partner entities).

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.

5 unchanged sentences

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

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

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

Due from Affiliates

2 unchanged sentences

Cost reimbursements and recoverable expenses 16,453 14,388

Directors, employees and other affiliates 516 —

Employees and other affiliates 268 —

$ 93,693 $ 85,815

1 unchanged sentence

Investment vehicles—InfraBridge (Note 3)

$ 10,123 $ 10,123

Directors, employees and other affiliates 2,007 541

Employees and other affiliates 948 541

$ 948 $ 10,664

6 unchanged sentences

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 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 $ 2.1 million and $ 1.2 million for the three months ended September 30, 2024 and 2023, respectively, and $ 8.0 million and $ 3.8 million for the nine months ended September 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.

14 unchanged sentences

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 $ 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.

Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the

balance sheet in the amount of $ 121.1 million at September 30, 2024 and $ 112.2 million at December 31, 2023.

Carried interest allocated is recorded as net income attributable to noncontrolling interests totaling $ 1.6 million and $ 18.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 8.9 million and $ 40.3 million for the nine months ended September 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 $ 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 investments in consolidated investment vehicles and general partner entities totaled $ 53.0 million at September 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 $ 3.8 million and $ 1.4 million for the three months ended September 30, 2024 and 2023, respectively, and $ 5.7 million and $ 3.5 million for the nine months ended September 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.

8 unchanged sentences

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 $ 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.

E xpenses incurred on behalf of Mr.

Ganzi and expenses reimbursed or are reimbursable to Mr.

Ganzi associated with the use of private aircraft (including both aircraft owned by Mr.

Ganzi and third party chartered flights) to taled $ 2.4 million and $ 1.1 million for the three months ended September 30, 2024 and 2023 respectively, and $ 5.6 million and $ 3.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Segment Reporting

12 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

31 unchanged sentences

The Company may be involved in litigation in the ordinary course of business.

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.

As of September 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

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

Other than as disclosed elsewhere, no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes.

FORWARD-LOOKING STATEMENTS

34 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