What changed in this filing

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Item 1. Financial Statements

2025-05-01 compared with 2024-11-01 · 255 added, 511 removed, 761 unchanged (50% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

September 30, 2024

March 31, 2025

December 31, 2024

7 unchanged sentences

Due from affiliates 106,786 124,186

Assets of discontinued operations 488 1,698

$ 3,439,028 $ 3,513,318

2 unchanged sentences

677,377 725,766

Liabilities of discontinued operations 215 153

Total liabilities

31 unchanged sentences

(In thousands, except per share data

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

2024 2023 2024 2023

Three Months Ended March 31,

Fee revenue ($ 87,164 and $ 69,811 from affiliates)

$ 90,139 $ 72,955

Carried interest allocation (reversal) ( 15,799 ) 168,891 263,967 193,389

Carried interest allocation ( 55,464 ) ( 8,478 )

Principal investment income 5,307 2,845

Other income ($ 2,358 and $ 2,486 from affiliates)

5,387 10,629 19,963 35,662

Total revenues 45,447 74,393

Compensation expense—cash and equity-based 46,110 51,184

Compensation expense—incentive fee and carried interest allocation (reversal) ( 8,474 ) 72,865 163,242 72,110

Compensation expense—incentive fee and carried interest allocation ( 22,304 ) ( 6,714 )

Administrative and other expenses 15,946 24,310

17 unchanged sentences

Preferred stock dividends 14,660 14,660

Preferred stock repurchases

— — — ( 927 )

Net income (loss) attributable to common stockholders $ ( 878 ) $ ( 44,288 )

14 unchanged sentences

(In thousands)

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

2024 2023 2024 2023

Three Months Ended March 31,

Net income (loss) $ ( 14,855 ) $ ( 30,766 )

Changes in accumulated other comprehensive income (loss) related to:

Equity method investments — — — 318

Foreign currency translation 2,736 ( 2,046 ) 2,027 866

Other comprehensive income (loss) 2,736 ( 2,046 ) 2,027 1,184

Changes in accumulated other comprehensive income (loss) related to foreign currency translation 2,229 ( 754 )

Comprehensive income (loss) ( 12,626 ) ( 31,520 )

13 unchanged sentences

Other comprehensive income (loss) — — — — ( 700 ) ( 700 ) — ( 54 ) ( 754 )

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

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

Shares canceled for tax withholdings on vested equity awards — ( 16 ) ( 4,847 ) — — ( 4,863 ) — — ( 4,863 )

Contributions from noncontrolling interests — — — — — — 29,684 — 29,684

Distributions to noncontrolling interests — — — — — — ( 43,436 ) ( 126 ) ( 43,562 )

Preferred stock dividends — — — ( 14,676 ) — ( 14,676 ) — — ( 14,676 )

Common stock dividends declared ($ 0.01 per share)

— — — ( 1,620 ) — ( 1,620 ) — — ( 1,620 )

Reallocation of equity (Notes 2 and 9)

— — ( 429 ) — ( 2 ) ( 431 ) — 431 —

Balance at March 31, 2023

Settlement of Wafra contingent consideration — 10 17,490 — — 17,500 — — 17,500

Reclassification of warrants (Note 9)

— — 33,000 — — 33,000 — — 33,000

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)

Exchange of notes for common stock (Note 6)

— 7 5,934 — — 5,941 — — 5,941

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

Redemption of OP Units for class A common stock — 1 514 — — 515 — ( 515 ) —

8 unchanged sentences

— — ( 2,743 ) — 1 ( 2,742 ) — 2,742 —

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.

DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

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)

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

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.

7 unchanged sentences

Other comprehensive income (loss) — — — — 2,087 2,087 — 142 2,229

Settlement of Wafra contingent consideration (Note 6)

— 10 17,490 — — 17,500 — — 17,500

Reclassification of warrants (Note 10)

— — 33,000 — — 33,000 — — 33,000

Exchange of notes for common stock (Note 7)

— 7 5,934 — — 5,941 — — 5,941

Redemption of OP Units for class A common stock — — 84 — — 84 — ( 84 ) —

10 unchanged sentences

$ 794,670 $ 1,763 $ 8,001,880 $ ( 6,840,143 ) $ 2,597 $ 1,960,767 $ 402,780 $ 77,118 $ 2,440,665

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.

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)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities

1 unchanged sentence

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Unrealized carried interest allocation, net 34,026 1,044

Unrealized principal investment income (loss) 29,731 ( 468 )

Equity-based compensation 7,155 8,680

Amortization of deferred financing costs and debt discount and premium, net 524 664

Unrealized carried interest allocation ( 263,849 ) ( 165,462 )

Unrealized principal investment income ( 15,585 ) ( 51,914 )

Other equity method (earnings) losses — 13,283

Distributions of income from equity investments — 3,727

Depreciation and amortization 7,226 9,167

Equity-based compensation 34,787 57,587

Deferred income tax (benefit) expense ( 295 ) ( 734 )

8 unchanged sentences

Proceeds from sale of equity investments 14,651 23,471

Repayment of loans receivable 1,000 6,804

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

Investment deposits — ( 2,208 )

Net receipt (payment) on settlement of derivatives — 3,401

Acquisition of InfraBridge, net of cash acquired (Note 3)

— ( 314,266 )

Purchase of fixed assets

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

Proceeds from DataBank recapitalization

( 306 ) ( 3,055 )

Investment deposits — 766

Net cash generated by (used in) investing activities 17,474 ( 21,968 )

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

DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows (Continued)

(In thousands)

Nine Months Ended September 30,

Cash Flows from Financing Activities

1 unchanged sentence

Dividends paid to common stockholders ( 1,744 ) ( 1,634 )

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

Borrowings from investment level debt

Repayments of investment level debt

— ( 1,194,542 )

Payment of deferred financing costs and prepayment penalties on investment level debt — ( 38,029 )

Shares canceled for tax withholdings on vested equity awards ( 5,037 ) ( 8,303 )

Contributions from noncontrolling interests 4,197 9,609

1 unchanged sentence

Payment of contingent consideration to Wafra — ( 17,500 )

( 17,500 ) ( 90,000 )

Repurchases of preferred stock — ( 4,758 )

Shares canceled for tax withholdings on vested equity awards ( 9,445 ) ( 18,176 )

Net cash generated by (used in) financing activities ( 21,875 ) ( 48,471 )

2 unchanged sentences

Cash, cash equivalents and restricted cash—beginning of period 306,298 350,250

350,250 1,036,739

Cash, cash equivalents and restricted cash—end of period $ 354,106 $ 252,141

$ 298,476 $ 538,670

DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows (Continued)

(In thousands)

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

Nine Months Ended September 30,

Three Months Ended March 31,

Beginning of period

1 unchanged sentence

Restricted cash 4,144 4,915

Assets of discontinued operations—cash and cash equivalents

Assets of discontinued operations—restricted cash

Total cash, cash equivalents and restricted cash—beginning of period

3 unchanged sentences

Restricted cash 4,194 4,787

Assets of discontinued operations—cash and cash equivalents

Assets of discontinued operations—restricted cash

Total cash, cash equivalents and restricted cash—end of period

$ 354,106 $ 252,141

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

Supplemental Disclosure of Cash Flow Information

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2025 2024

8 unchanged sentences

Dividends and distributions payable $ 16,542 $ 16,563

Receivables from asset sales — 2,091

Contingent consideration for acquisition of InfraBridge — 10,874

Redemption of OP Units for common stock 84 515

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)

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

September 30, 2024

March 31, 2025

Business and Organization

DigitalBridge Group, Inc.

("DBRG," and together with its consolidated subsidiaries, the "Company") is a leading global digital infrastructure investment manager.

The Company deploys and manages capital on behalf of its investors and shareholders across the digital infrastructure ecosystem, including data centers, cell towers, fiber networks, small cells, and edge infrastructure.

The Company's investment management platform is anchored by its flagship value-add digital infrastructure equity offerings, and has expanded to include offerings in core equity, credit, liquid securities, and mid-market global infrastructure equity through InfraBridge (Note 3).

("DBRG," and together with its consolidated subsidiaries, the "Company") is a leading global investment manager in digital infrastructure.

The Company deploys and manages capital on behalf of its investors and shareholders across the digital infrastructure ecosystem, including but not limited to, data centers, cell towers, fiber networks, small cells, and edge infrastructure.

The Company's investment management platform is anchored by its flagship value-add digital infrastructure equity offerings, as well as offerings in core equity, credit, liquid securities, and its InfraBridge mid-market infrastructure equity.

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 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.

At March 31, 2025, the Company owned 94 % of the OP , as its sole managing member.

The remaining 6 % is owned by certain current and former employees of the Company as noncontrolling interests.

Summary of Significant Accounting Policies

8 unchanged sentences

All significant intercompany accounts and transactions have been eliminated.

The portions of equity, net income (loss) and other comprehensive income (loss) of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements.

Noncontrolling interests represent predominantly carried interest allocation to certain senior executives of the Company (Note 15), limited partners of consolidated funds, and membership interests in the OP primarily held by certain current and former employees of the Company.

To the extent the Company consolidates a subsidiary that is subject to industry-specific guidance, such as investment company accounting applied by the Company's consolidated sponsored funds, the Company retains the industry-specific guidance applied by that subsidiary in its consolidated financial statements.

The portions of equity, net income or loss and other comprehensive income or loss of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements.

Noncontrolling interests represent predominantly:

carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds;

participation rights held by a third party investor to a share of carried interest and economics in a sponsored fund;

limited partners of consolidated funds;

and membership interests in OP primarily held by certain current and former employees of the Company.

To the extent the Company consolidates a subsidiary that is subject to industry-specific guidance, such as investment company accounting applied by the Company's sponsored funds that are consolidated, the Company retains the industry-specific guidance applied by that subsidiary in its consolidated financial statements.

Use of Estimates

3 unchanged sentences

The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.

Variable Interest Entities —A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties;

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

Variable Interest Entities —A VIE is an entity that (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties;

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

financial interest;

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

A VIE is consolidated by its

primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE.

A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE.

This assessment may involve subjectivity in the determination of which activities most significantly affect the VIE’s performance, and estimates about current and future fair value of the assets held by the VIE and financial performance of the VIE.

22 unchanged sentences

Such adjustments will be recognized in additional paid-in capital.

Noncontrolling Interests in Investment Entities —This represents limited partners of consolidated closed-end funds, and carried interest allocation to certain senior executives of the Company (Note 15) and to a lesser extent, to a third party investor, Wafra.

Noncontrolling Interests in Investment Entities —This represents (i) carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds (Note 14);

(ii) participation rights held by a third party investor to a share of carried interest and economics in a sponsored fund;

and (iii) limited partners of consolidated closed-end funds.

Excluding carried interests, allocation of net income or loss is generally based upon relative ownership interests.

Noncontrolling Interests in Operating Company —This represents membership interests in OP held primarily by certain current and former employees of the Company.

Noncontrolling Interests in Operating Company —This represents membership interests in OP held by certain current and former employees of the Company.

Noncontrolling interests in OP are allocated a share of net income or loss in OP based upon their weighted average ownership interest in OP during the period.

1 unchanged sentence

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.

Business Combinations

Definition of a Business —The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business.

If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business.

For an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction).

A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique or scarce.

To qualify as a business without outputs, the acquired assets would require an organized workforce with the necessary skills, knowledge and experience to perform a substantive process.

Business Combinations —The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method.

Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred.

The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values, except as discussed below.

The excess of the consideration transferred over the value of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions.

With respect to contract assets and contract liabilities acquired in a business combination, these are not accounted for under the fair value basis at the time of acquisition.

Instead, the Company determines the value of these revenue contracts as if it had originated the acquired contracts by evaluating the associated performance obligations, transaction price and relative stand-alone selling price at the original contract inception date or subsequent modification dates.

The estimated fair values and allocation of consideration are subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed at time of acquisition.

Contingent Consideration —Contingent consideration is classified as a liability or equity, as applicable.

Contingent consideration in connection with the acquisition of a business or a VIE is measured at fair value on acquisition date, and unless classified as equity, is remeasured at fair value each reporting period thereafter until the consideration is settled, with changes in fair value included in earnings.

Discontinued Operations

1 unchanged sentence

A business or asset group acquired in connection with a business combination that meets the criteria to be accounted for as held for sale at the date of acquisition is reported as discontinued operations, regardless of whether it meets the strategic shift criterion.

The Company's discontinued operations in the periods presented herein represent the following:

• In 2024 and 2023, the Company's former real estate investments along with an adjacent investment management business, which have predominantly been disposed as part of the Company's transformation into an investment manager with a digital infrastructure focus.

• In 2023, the operations of digital infrastructure portfolio companies that represented the Company's former Operating segment prior to their full deconsolidation and qualification as discontinued operations on December 31, 2023.

The Operating segment was previously composed of balance sheet equity interests in two digital infrastructure portfolio companies, Vantage SDC and DataBank, a stabilized hyperscale and an edge colocation data center business, respectively.

These portfolio companies directly held and operated data centers, earning rental income from providing use of data center space and/or capacity through leases, services and other tenant arrangements.

Prior to deconsolidation and reclassification as discontinued operations, a majority of the assets, liabilities and operating results of DataBank and Vantage SDC were attributed to third party investors, presented as noncontrolling interests in investment entities.

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

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.

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

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

(In thousands) 2024 2023 2024 2023

Revenues $ 2,269 $ 216,147 $ 6,025 $ 686,708

Expenses ( 2,204 ) ( 295,540 ) ( 7,924 ) ( 960,174 )

Other gain (loss) 1,356 ( 1,696 ) ( 11,601 ) ( 13,269 )

Income (Loss) from discontinued operations before income taxes 1,421 ( 81,089 ) ( 13,500 ) ( 286,735 )

Income tax benefit (expense) 18 238 97 ( 194 )

Income (Loss) from discontinued operations 1,439 ( 80,851 ) ( 13,403 ) ( 286,929 )

Income (Loss) from discontinued operations attributable to noncontrolling interests:

Investment entities — ( 68,798 ) — ( 236,287 )

Operating Company 94 ( 849 ) ( 944 ) ( 3,654 )

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

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

Assets and Liabilities of Discontinued Operations

The Company initially measures assets classified as held for disposition at the lower of their carrying amounts or fair value less disposal costs.

For bulk sale transactions, the unit of account is the disposal group, with any excess of the aggregate carrying value over estimated fair value less costs to sell allocated to the individual assets within the group.

At 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 and nine months ended September 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.

Prior period amounts were immaterial and have been reclassified to conform to current period presentation.

The Company's discontinued operations in the periods presented herein represent residual activities from the Company's former real estate investments along with an adjacent investment management business, which have predominantly been disposed as part of the Company's transformation into an investment manager with a digital infrastructure focus.

Recently Adopted Accounting Pronouncements

There were no recently adopted accounting pronouncements that had a material effect on the Company's consolidated financial statements.

Future Accounting Standards

Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which expands the breadth and frequency of segment disclosures to require all annual disclosures on an interim basis and provide for incremental disclosures, including the following:

• Category and amount of significant segment expenses that are regularly provided to (even if not regularly reviewed by) the chief operating decision maker ("CODM") and included in each reported segment profit (loss) measure, otherwise the nature of expense information (for example, consolidated, forecasted, budgeted) used by the CODM;

• An amount (without individual quantification) for other segment items (represents difference between segment revenue less segment expense disclosed and reported segment profit (loss) measure), including description of the composition, nature and type of the other segment items;

• Description of how CODM uses each reported segment profit (loss) measure to assess segment performance and determine resource allocation;

• Title and position of individual or name of group or committee identified as CODM.

The ASU changes current guidance by permitting multiple measures of segment profit (loss) to be reported provided that the measure most consistent with GAAP is reported.

The ASU also clarifies that a single reportable segment entity is subject to segment disclosures in its entirety, which would require reporting of segment profit (loss) measure that is not a consolidated GAAP measure and not clearly evident from existing disclosures.

The ASU does not change existing guidance around identification of operating segments and determination of reportable segments.

The requirements under this ASU are to be applied retrospectively to all prior periods presented unless impracticable.

The ASU is effective for fiscal years beginning January 1, 2024 (that is, Form 10-K as of and for the year ending December 31, 2024), and interim periods within fiscal years beginning January 1, 2025 (that is, Form 10-Q as of and for the three months ending March 31, 2025).

Early adoption is permitted.

The Company will adopt this ASU for its 2024 fiscal year with the filing of its Form 10-K as of and for the year ending December 31, 2024.

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

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances existing annual income tax disclosures, primarily disaggregation of:

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances existing annual income tax disclosures, primarily requiring disaggregation of:

(i) effective tax rate reconciliation using both percentages and amounts into specific categories, with further disaggregation by nature and/or jurisdiction of certain categories that meet the threshold of 5% of expected tax;

and (ii) income taxes paid (net of refunds received) between federal, state/local and foreign, with further disaggregation by jurisdiction if 5% or more of total income taxes paid (net of refunds received).

and (ii) income taxes paid (net of refunds received) between federal, state/local and foreign, with further disaggregation by jurisdiction if any amount represents 5% or more of total income taxes paid (net of refunds received).

The ASU also eliminates existing disclosures related to:

(a) reasonably possible significant changes in total amount of unrecognized tax benefits within 12 months of reporting date;

and (b) cumulative amount of each type of temporary difference for which deferred tax liability has not been recognized (due to exception to recognizing deferred taxes related to subsidiaries and corporate joint ventures).

This ASU is effective January 1, 2025, with early adoption permitted in the interim or annual periods.

(a) reasonably possible significant changes in the total amount of unrecognized tax benefits within 12 months of the reporting date;

and (b) the cumulative amount of each type of temporary difference for which deferred tax liability has not been recognized (due to the exception to recognizing deferred taxes related to subsidiaries and corporate joint ventures).

The Company adopted this ASU on a prospective basis on its effective date of January 1, 2025.

The new guidance is not expected to have a material impact on the Company's annual income tax disclosures beginning the year ending December 31, 2025.

Future Accounting Standards

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, in response to longstanding investor requests for disaggregated information about expenses by nature to supplement income statement expenses presented by function (for example, cost of sales and administrative expenses).

The new standard requires tabular disclosure in a footnote, disaggregating each income statement line item that contains any of the following natural expenses:

(a) purchases of inventory;

(b) employee compensation;

(d) intangible asset amortization;

and (e) depletion.

If an expense caption that is presented as a natural expense on the income statement includes more than one of the required expense categories, further disaggregation is required.

For example, an expense caption consisting of depreciation and intangible asset amortization would need to be disaggregated to separately disclose each category in the footnotes.

An expense caption that consists entirely of one of the required natural expense categories is not required to be disaggregated.

Further, certain expenses, gains or losses that are required to be disclosed under US GAAP, if they are recorded within the expense line items that contain any of the prescribed expense categories, are to be separately quantified within the same tabular disclosure.

Any remaining amounts in expense line items that contain any of the prescribed expense categories that have not been separately quantified are to be included in the tabular disclosure to reconcile to the corresponding amount on the income statement and to be qualitatively described.

The ASU is effective for annual reporting periods beginning January 1, 2027 and interim reporting periods beginning January 1, 2028.

Early adoption is permitted.

Transition is prospective with the option to apply retrospective application.

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

In February 2023, the Company acquired the global infrastructure equity investment management business of AMP Capital Investors International Holdings Limited, which was rebranded as InfraBridge at closing.

Consideration for the acquisition consisted of $ 314.3 million cash consideration (net of cash assumed), subject to customary post-closing working capital adjustments, plus a contingent amount based upon achievement of future fundraising targets for InfraBridge's new global infrastructure funds.

The estimated fair value of the contingent consideration is subject to remeasurement each reporting period, as discussed in Note 10.

The following table summarizes the total consideration and allocation to assets acquired and liabilities assumed.

The initial cash consideration was determined, in part, based upon estimated net working capital of the acquired entities at closing.

The Company finalized the purchase price allocation in the first quarter of 2024, as presented below.

(In thousands) As Reported

At December 31, 2023 Measurement Period Adjustments Final

Consideration

Cash $ 365,440 $ 365,440

Contingent consideration at fair value 10,874 10,874

$ 376,314 $ 376,314

Assets acquired and liabilities assumed

Cash 51,174 51,174

Principal investments 112,310 112,310

Intangible assets 50,800 50,800

Other assets 34,699 16 34,715

Deferred tax liabilities ( 10,198 ) ( 10,198 )

Other liabilities ( 30,214 ) 373 ( 29,841 )

Fair value of net assets acquired 208,571 208,960

Goodwill 167,743 ( 389 ) 167,354

$ 376,314 $ 376,314

• Principal investments represent acquired interests in InfraBridge funds, valued at their most recent NAV at closing.

• The intangible assets of InfraBridge were composed of the following:

• Management contracts were valued based upon estimated net cash flows expected to be generated from the contracts, with remaining term of the contracts ranging between 1 and 4 years, discounted at 8.0 %.

• Investor relationships represent the fair value of potential future investment management fees, net of operating costs, to be generated from repeat InfraBridge investors in future sponsored vehicles, with a weighted average estimated useful life of 12 years, discounted at 14.0 %.

• Deferred tax liabilities were recognized for the book-to-tax basis difference of identifiable intangible assets acquired, net of deferred tax assets assumed.

• Other assets acquired and liabilities assumed include management fee receivable and compensation payable associated with the pre-acquisition period, amounts due to InfraBridge funds and receivable from seller, all of which have largely been settled or relieved.

• 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 is currently evaluating the effects of this new guidance.

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

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

(In thousands) March 31, 2025 December 31, 2024

Equity method investments

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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 and Vantage SDC.

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.

The Company also has additional investments as general partner affiliate alongside the funds' limited partners, primarily with respect to the Company's flagship value-add funds, InfraBridge funds and single asset funds invested in data center portfolio companies, DataBank and Vantage SDC, respectively.

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 of income, including from realization events, are recorded in principal investment income on the consolidated statements of operations.

Carried Interest Allocation

Carried interest allocation represents a disproportionate allocation of returns to the Company, as general partner or special limited partner (which may be paid to the special limited partner entity owned by the Company in place of the general partner entity), based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles.

Carried interest allocation represents a disproportionate allocation of returns of up to 20 % to the Company, as general partner or special limited partner (which may be paid to the special limited partner entity owned by the Company in place of the general partner entity), based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles, typically an annual preferred return of 6 % to 8 %.

Carried interest allocation generally arises when appreciation in value of the underlying investments of the fund exceeds the minimum return hurdles, after factoring in a return of invested capital and a return of certain costs of the fund pursuant to terms of the governing documents of the fund.

The amount of carried interest allocation recognized is based upon the cumulative performance of the fund if it were liquidated as of the reporting date.

Unrealized carried interest allocation is driven primarily by changes in fair value of the underlying investments of the fund, which may be affected by various factors, including but not limited to:

the financial performance of the portfolio company, economic conditions, foreign exchange rates, comparable transactions in the market, and equity prices for publicly traded securities.

Unrealized carried interest allocation is driven primarily by changes in fair value of the underlying investments of the fund, which may be affected by various factors, including but not limited to, the projected financial performance of the portfolio company, economic conditions, foreign exchange rates and comparable transactions in the market.

For funds that have exceeded the minimum return hurdle but have not returned all capital to the limited partners, unrealized carried interest allocation may be subject to reversal over time as preferred returns continue to accrue on unreturned capital.

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Depending on the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest allocation distributed has exceeded the final carried interest allocation amount earned (or amount earned as of the calculation date), the Company is obligated to return the excess carried interest allocation received.

Therefore, carried interest allocation distributed may be subject to clawback if decline in investment values results in cumulative performance of the fund falling below minimum return hurdles in the interim period.

If it is determined that the Company has a clawback obligation, a liability would be established based upon a hypothetical liquidation of the net assets of the fund at reporting date.

Therefore, carried interest allocation distributed may be subject to clawback if a decline in investment values results in cumulative performance of the fund falling below minimum return hurdles in the interim period.

If it is determined that the Company has a clawback obligation, a liability would be established based upon a hypothetical liquidation of the net assets of the fund at the reporting date.

The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund.

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Carried Interest Distributed

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).

Carried interest of $ 2.5 million was distributed during the first quarter of 2025 and recognized in carried interest allocations, of which $ 1.6 million of the distributed carried interest was allocated to current and former employees, recorded as either carried interest compensation or amounts attributable to noncontrolling interests (Note 14).

There was no distribution of carried interest during the first quarter of 2024.

Clawback Obligation

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.

The Company did not have a liability for clawback obligations on carried interest distributed as of March 31, 2025 and December 31, 2024.

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 $ 183.4 million would be subject to clawback as of March 31, 2025, of which $ 122.3 million would be the responsibility of the recipients, being employees/former employees and a third party participation interest.

For this purpose, a portion of carried interest distributed is generally held back from employees and former employees at the time of distribution.

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Generally, the Company, through the OP, has guaranteed the clawback obligation of its subsidiaries that act as general partner or special limited partner of its respective sponsored funds, for the benefit of these funds and their limited partners.

Marketable Equity Securities

Marketable equity securities at 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.

Other Equity Investments

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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 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 Company holds all of the subordinated notes of a collateralized loan obligation ("CLO"), sponsored and managed by a third party.

The CLO subordinated notes are classified as available-for-sale ("AFS") debt securities.

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

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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 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.

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

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(in thousands) Gains Losses Fair Value

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

March 31, 2025 $ 34,395 $ — $ — $ — $ 34,395

December 31, 2024 35,122 — — — 35,122

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 $ 1.2 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.

In estimating fair value of the CLO subordinated notes, classified as Level 3 of the fair value hierarchy, 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, at March 31, 2025 and December 31, 2024, the Company determined that the issued price of the subordinated notes, net of capital distributions, approximates a reasonable representation of fair value and that the CLO subordinated notes are not impaired.

Equity Investments of Consolidated Funds

The Company consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner, as discussed in Note 14.

The Company consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner (Note 13).

Equity investments of consolidated funds are composed primarily of marketable equity securities held by funds in the liquid securities strategy and equity investments in digital infrastructure portfolio companies held by single asset funds.

Equity investments of consolidated funds are carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations.

Goodwill and Intangible Assets

The following table presents changes in goodwill.

Nine Months Ended September 30,

(In thousands) 2024 2023

Beginning balance $ 465,991 $ 298,248

Business combination (Note 3)

( 389 ) 167,844

Ending balance (1)

$ 465,602 $ 466,092

(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:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

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

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(3) Represents primarily the value of an acquired domain name.

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.

Amortization expense for finite-lived intangible assets totaled $ 6.6 million and $ 8.3 million for the three months ended March 31, 2025 and 2024, respectively.

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

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Restricted Cash

Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreements of the securitized debt of the Company.

Restricted cash principally represents cash reserves that are maintained pursuant to the governing agreements of the securitized debt of the Company.

The following table summarizes the Company's other assets.

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

(In thousands) March 31, 2025 December 31, 2024

Prepaid taxes and deferred tax assets, net $ 3,219 $ 3,447

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Fixed assets, net (1)

Assets of discontinued operations (2)

Total other assets $ 57,385 $ 52,504

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

(1) Net of accumulated depreciation of $ 10.7 million at March 31, 2025 and $ 10.0 million at December 31, 2024 .

(2) Assets of discontinued operations consists of remaining equity investments excluded from the Company's previous bulk sale of its real estate related investments.

Other Liabilities

The following table summarizes the Company's other liabilities:

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

(In thousands) March 31, 2025 December 31, 2024

Deferred investment management fees (1)

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Common and preferred stock dividends payable 16,542 16,524

Securities sold short—consolidated funds

47,417 38,481

Due to custodians—consolidated funds

Current and deferred income tax liability

Contingent consideration payable—InfraBridge (Note 10)

Contingent consideration payable—Wafra (2)

Warrants issued to Wafra (Note 10)

Operating lease liability for corporate offices

44,909 49,035

Accrued compensation 26,675 54,644

Accrued incentive fee and carried interest compensation 462,743 497,288

Operating lease liability for corporate offices

43,275 43,351

Contingent consideration payable—InfraBridge (Note 9)

DBRG stock warrants (Note 9)

Accounts payable and accrued expenses 38,671 26,327

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Other liabilities 5,750 6,579

Liabilities of discontinued operations 303 259

Securities sold short—consolidated funds

53,822 47,930

Due to custodians—consolidated funds

Other liabilities $ 677,377 $ 725,766

(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.

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.

(1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 3.3 years and 3.2 years as of March 31, 2025 and December 31, 2024.

Deferred investment management fees recognized as income of $ 1.5 million and $ 1.2 million in the three months ended March 31, 2025 and 2024, respectively, pertain to the deferred management fee balance at the beginning of each respective period.

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 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.

As of March 31, 2025 and December 31, 2024 , a full valuation allowance has been established as the realizability of these deferred tax assets did not meet the more-likely-than-not threshold.

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.

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

(In thousands) Principal Deferred Financing Cost Amortized Cost Principal Deferred Financing Cost Amortized Cost

Securitized financing facility $ 300,000 $ ( 3,114 ) $ 296,886 $ 300,000 $ ( 3,638 ) $ 296,362

Exchangeable senior notes — — — 78,422 ( 810 ) ( 96 ) 77,516

$ 300,000 $ ( 4,162 ) $ 295,838 $ 378,422 $ ( 810 ) $ ( 5,829 ) $ 371,783

Securitized Financing Facility

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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 represent obligations of the Co-Issuers and certain other special-purpose subsidiaries of DBRG, and neither DBRG, the OP nor any of its other subsidiaries are liable for the obligations of the Co-Issuers.

The Series 2021-1 Notes are secured by net investment management fees earned by subsidiaries of DBRG, equity interests in certain sponsored funds and portfolio companies held by subsidiaries of DBRG, as collateral.

The 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 DBRG's other subsidiaries are liable for the obligations of the Co-Issuers.

The Series 2021-1 Notes are secured by net investment management fees earned by subsidiaries of DBRG, and equity interests in certain sponsored funds and co-investments held by subsidiaries of DBRG, as collateral.

The following table summarizes certain key terms of the securitized financing facility:

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Exchangeable Senior Notes

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 the first half of 2024, the remaining 5.75 % exchangeable senior notes issued by the OP with an outstanding principal of $ 78.4 million were 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.

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(In thousands) Preferred Stock Class A

Common Stock (1)

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

Stock repurchases ( 235 ) — —

Exchange of notes for class A common stock — 673 —

Shares issued upon redemption of OP Units — 85 —

Settlement of Wafra contingent consideration (1)

Equity awards issued, net of forfeitures — 1,465 —

Shares canceled for tax withholding on vested equity awards — ( 400 ) —

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

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

Shares outstanding at December 31, 2024 32,876 174,202 150

Exchange of notes for class A common stock — 8,245 —

Shares issued upon redemption of OP Units — 13 —

Settlement of contingent consideration (Note 6)

Equity awards issued, net of forfeitures — 2,391 —

Shares canceled for tax withholding on vested equity awards — ( 512 ) —

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.

Shares outstanding at March 31, 2025 32,876 176,094 150

(1) 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.

Preferred Stock

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

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

The table below summarizes the preferred stock issued and outstanding at March 31, 2025:

Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding

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The Company's Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) provides existing common stockholders and other investors the opportunity to purchase shares (or additional shares, as applicable) of the Company's class A common stock by reinvesting some or all of the cash dividends received on their shares of the Company's class A common stock or making optional cash purchases within specified parameters.

The DRIP Plan involves the acquisition of the Company's class A common stock either in the open market, directly from the Company as newly issued common stock, or in privately negotiated transactions with third parties.

No shares of class A common stock have been acquired under the DRIP Plan in the form of new issuances in the last three years.

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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, or a weighted average price of $ 20.18 per share.

The excess or deficit of the repurchase price over the carrying value of the preferred stock results in a decrease or increase to net income attributable to common stockholders, respectively.

Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in each component of AOCI attributable to stockholders and noncontrolling interests in investment entities, net of immaterial tax effect.

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

AOCI attributable to noncontrolling interests in Operating Company is immaterial.

The following tables present the changes in each component of AOCI attributable to stockholders, net of immaterial tax effect.

AOCI attributable to noncontrolling interests in investment entities and Operating Company is immaterial.

Changes in Components of AOCI—Stockholders

(In thousands)

Company's Share in AOCI of Equity Method Investments Foreign Currency Translation Gain (Loss)

AOCI at December 31, 2022 $ ( 295 ) $ ( 1,214 ) $ ( 1,509 )

Other comprehensive income (loss) before reclassifications ( 1 ) 1,264 1,263

Amounts reclassified from AOCI 296 ( 902 ) ( 606 )

Deconsolidation of investment entities — 965 965

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

Foreign Currency Translation Gain (Loss)

AOCI at December 31, 2023 $ 1,411

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Amounts reclassified from AOCI (1)

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

Changes in Components of AOCI—Noncontrolling Interests in Investment Entities

(In thousands) Foreign Currency Translation Gain (Loss)

AOCI at March 31, 2024 $ 712

AOCI at December 31, 2024 $ 505

Other comprehensive income (loss) before reclassifications 2,092

Amounts reclassified from AOCI 2,082

Deconsolidation of investment entities 2,550

AOCI at September 30, 2023 $ ( 49 )

Reclassifications out of AOCI—Stockholders

Information about amounts reclassified out of AOCI attributable to stockholders by component is presented below.

Such amounts are included in other gain (loss) in continuing and discontinued operations on the consolidated statements of operations, as applicable, except for amounts related to equity method investments, which are included in equity method losses in discontinued operations.

(In thousands)

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

Component of AOCI reclassified into earnings 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 )

AOCI at March 31, 2025 $ 2,597

(1) Amounts reclassified out of AOCI attributable to stockholders reflect the release of foreign currency cumulative translation adjustments and were immaterial in the first quarter of 2024.

Noncontrolling Interests

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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.

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2025 2024

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Recurring Fair Values

Financial assets and financial liabilities carried at fair value on a recurring basis include financial instruments for which the fair value option was elected, but exclude financial assets under the NAV practical expedient.

Financial assets and financial liabilities carried at fair value on a recurring basis include financial instruments for which the fair value option was elected.

Fair value is categorized into a three tier hierarchy that is prioritized based upon the level of transparency in inputs used in the valuation techniques, as follows.

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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.

Due to the inherently judgmental nature of Level 3 fair value, changes in assumptions or inputs applied as of the 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

September 30, 2024

March 31, 2025

Investments (Note 3)

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— — 2,200 2,200

— — 2,000 2,000

DBRG stock warrants

Securities of consolidated funds sold short

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— — 6,100 6,100

— — 39,200 39,200

DBRG stock warrants

Securities of consolidated funds sold short

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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.

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.

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.

In December 2023, following a reorganization of the Company's ownership interest within the fund structure, the consolidated credit fund was deconsolidated.

Fair value of the fund's equity interests in the pooling entities was based upon its share of expected cash flows from the loan assets held by the pooling entities, classified as level 3.

In estimating fair value of the underlying loans, the pooling entities considered the prevailing market yields at which a third party might expect to receive on equivalent loans with similar credit risk.

Based upon a comparison to market yields, it was determined that the transacted price or par value of the loans held by the pooling entities approximated their fair value.

and equity investment in a digital infrastructure portfolio company held by a single asset fund.

The marketable equity securities comprise publicly listed stocks in the U.S.

and Europe, and primarily in the digital infrastructure, real estate, technology, media and telecommunications sectors.

The other equity investment, classified as level 3, was valued at March 31, 2025 using a market approach that considers revenue multiples of other comparable companies.

Fair Value Option

Equity Method Investments

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 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 Company has elected to account for a co-investment in a portfolio company as an equity method investment under the fair value option.

Fair value was determined using a discounted cash flow model based upon projected earnings using a discount rate of 11.0 % at both March 31, 2025 and December 31, 2024.

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 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.

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

DBRG Stock Warrants

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

(collectively "Wafra"), a private investment firm in connection with Wafra's investment in the Company's investment management business in 2020.

Wafra's investment was subsequently redeemed in 2022, with the warrants remaining outstanding.

Each warrant 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.

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.

Inclusion of the cash settlement feature resulted in the warrants being classified as liability.

Inclusion of the cash settlement feature resulted in the warrants being classified as a liability.

Accordingly, the warrants were carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations.

In March 2024, three of the warrants were reclassified to equity at their prevailing fair value following a removal of the net cash settlement feature, as the terms of the warrants were amended in connection with a sale of the three warrants by Wafra to a third party.

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

At September 30, 2024, the liability-classified warrants were carried at fair value, measured using a Black-Scholes option pricing model, applying the following inputs:

In March 2024, three of the five warrants were reclassified to equity at their prevailing fair value following an amendment to the terms of the warrants in connection with a sale of the three warrants by Wafra to a third party.

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

No warrants have been exercised to-date.

At March 31, 2025, the two 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 35.2 % ( 34.7 % at December 31, 2024);

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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 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.

In measuring the contingent consideration at March 31, 2025 and December 31, 2024, the Company applied a probability-weighted approach to the likelihood of meeting various fundraising targets and discounted the estimated future contingent consideration payment at 6.9 % and 7.3 %, 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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Level 3 Assets Level 3 Liabilities

Fair Value Option Equity Investment of Consolidated Funds Warrants InfraBridge Contingent Consideration

(In thousands) Loans Receivable Equity Method Investments

Fair Value Option - Equity Method Investments Equity Investment of Consolidated Funds DBRG Stock Warrants InfraBridge Contingent Consideration

(In thousands)

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

Contributions — — 58,952 — —

Consolidation of sponsored funds — — — — —

Business combination — — — — ( 10,874 )

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

— — 1,842 — —

Paydown of underlying loans held by equity investment of consolidated fund

— — ( 2,344 ) — —

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

Unrealized gain (loss) in earnings, net ( 3,975 ) — ( 5,400 ) —

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 )

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 ) $ —

Fair value at December 31, 2024 $ 137,154 $ 63,154 $ ( 700 ) $ ( 6,100 )

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

Unrealized gain (loss) in earnings, net 100 — 600 3,900

Reclassification to equity — — — 33,000 —

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

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.

Fair value at March 31, 2025 $ 137,254 $ 63,154 $ ( 100 ) $ ( 2,200 )

Net unrealized gain (loss) in earnings on instruments held at March 31, 2025 $ 100 $ — $ 600 $ 3,900

Nonrecurring Fair Values

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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.

There were no assets measured at fair value on a nonrecurring basis at March 31, 2025.

During 2024, certain warehoused investments, previously carried at cost under the measurement alternative, were determined to be impaired and written down to fair value, estimated based upon pricing from a recent funding, or applying a probability-weighted approach to different recovery outcomes, classified as level 3 of the fair value hierarchy.

These non-recurring fair values aggregated to $ 15.0 million at December 31, 2024.

Fair Value of Financial Instruments Reported at Cost

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(In thousands) Level 1 Level 2 Level 3 Total

September 30, 2024

March 31, 2025

Secured fund fee revenue notes $ — $ 288,120 $ — $ 288,120 $ 296,886

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Secured fund fee revenue notes $ — $ 285,760 $ — $ 285,760 $ 296,362

Exchangeable senior notes 152,296 — 152,296 77,516

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

Debt —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 September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands, except per share data) 2025 2024

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$ 17,700 $ ( 16,498 )

Preferred stock repurchases/redemptions (Note 8)

Preferred dividends ( 14,660 ) ( 14,660 )

Income (Loss) allocated to participating securities ( 41 ) ( 34 )

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)

Income (Loss) from continuing operations attributable to common stockholders 2,999 ( 31,192 )

Income (Loss) from discontinued operations attributable to common stockholders ( 3,918 ) ( 13,130 )

Net income (loss) allocated to common stockholders—basic and diluted (1)

$ ( 919 ) $ ( 44,322 )

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

Weighted average common shares outstanding

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

— 10,021 3,483 1,410

Weighted average number of common shares outstanding—diluted 171,930 161,043

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(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.

for the three months ended March 31, 2024, the effect of adding back $ 1.3 million of interest expense and 8,495,500 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.

(i) class A common shares that are contingently issuable in relation to performance stock units (Note 12) with weighted average shares of 121,700 for the three months ended March 31, 2024;

and (ii) class A common shares that are issuable to net settle the exercise of warrants (Note 9) with weighted average shares of 1,331,200 for the three months ended March 31, 2024.

(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 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.

At March 31, 2025 and 2024, 11,910,400 and 12,290,800 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 September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2025 2024

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Incentive fees

291 — 2,823 1,040

280 4 1,777 1,930

Total fee revenue $ 90,139 $ 72,955

Management Fees — Management fees are generally calculated based upon the following ranges of per annum contractual rates

• Equity funds — 0.25 % to 2.00 % of investors' committed capital during the commitment period, and thereafter, contributed or invested capital (subject to certain reductions for NAV write-downs);

• Credit and co-investment vehicles — 0.11 % to 1.15 % of contributed or invested capital from inception;

• 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 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.

Management Fees — Management fees are generally calculated based upon the following per annum contractual rates:

• Commingled equity funds—up to 1.60 % of investors' committed capital during the commitment period, and thereafter, invested capital (subject to certain reductions for NAV write-downs);

• Credit and other equity funds—up to 2.00 % of contributed or invested capital from inception;

• Co-investment vehicles—up to 1.25 % of contributed or invested capital from inception;

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

Also, co-investment vehicles may charge a one-time fee upfront on committed or invested capital, generally to be paid in tranches, but with recognition of fee revenue over the expected investment holding period.

Certain co-investment vehicles may be non fee-bearing.

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A portion of incentive fees earned by the Company is allocable to certain employees and former employees, included in carried interest and incentive fee compensation expense.

Other Fee Revenue —Other fees include primarily service fees for information technology, facilities and operational support provided to certain portfolio companies, and on a non-recurring basis, loan origination fees from co-investors.

Other Fee Revenue —Other fees include advisory fees and loan origination fees from co-investors, which are non-recurring, and service fees for information technology, facilities and operational support provided to certain portfolio companies.

Revenue Concentration

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.

Three funds met the concentration criteria, aggregating to 66.6 % of total management fees for the three months ended March 31, 2025.

Equity-Based Compensation

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Vesting of performance-based restricted stock awards occur upon achievement of certain Company-specific metrics over a specified performance measurement period.

Restricted stock is entitled to dividends declared and paid on the Company's class A common stock and such dividends are not forfeitable prior to vesting of the award.

Restricted stock awards are valued based on the Company's class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period.

Restricted Stock Units — RSUs in the Company's class A common stock are subject to a performance condition.

Vesting of performance-based RSUs occur upon achievement of certain Company-specific metrics over a specified performance measurement period.

Restricted stock is entitled to dividends declared and paid on the Company's class A common stock

and such dividends are not forfeitable prior to vesting of the award.

Restricted stock awards are valued based upon the Company's class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period.

Restricted Stock Units — RSUs in the Company's class A common stock are subject to a service condition or a combination of service and performance conditions.

RSUs with only a service condition vest over a two-year period.

Vesting of performance-based RSUs are dependent on achievement of certain Company-specific metrics over a specified performance measurement period, with annual time-based vesting in equal tranches over a three-year period.

Only vested RSUs are entitled to accrued dividends declared and paid on the Company's class A common stock during the time period the RSUs are outstanding.

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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.

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.

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For market condition awards, this is determined based upon the performance of the Company's class A common stock over a three-year measurement period relative to a specified peer group (such measurement metric the "relative total shareholder return").

With respect to performance condition awards, vesting is determined based upon achievement of three-year cumulative distributable earnings ("DE") per share targets, and the relative total shareholder return metric is then applied to determine the final number of shares vested.

With respect to performance condition awards, vesting is determined based upon achievement of prescribed targets for three-year cumulative distributable earnings per share (as defined in the award agreements), and the relative total shareholder return metric is then applied to determine the final number of shares vested.

Recipients of PSUs whose employment is terminated after the first anniversary of their PSU grant are eligible to vest in a portion of the PSU award following the end of the measurement period based upon the final number of shares vested for that award.

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The fair value of performance condition awards also incorporate, in addition to the relative total shareholder return metric, the probability of achieving the cumulative DE per share targets.

2024 PSU Grants 2023 PSU Grants 2022 PSU Grants

2024 PSU Grants 2023 PSU Grants

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

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Expected annual dividend yield (2)

0.2 % 0.3 % — %

Risk-free rate (per annum) (3)

4.5 % 3.8 % 2.0 %

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

(2) Based upon the Company's expected annualized dividends.

Expected dividend yield was zero for the March 2022 PSU awards as common dividends were suspended beginning the second quarter of 2020 and reinstated in the third quarter of 2022.

(3) Based upon the continuously compounded zero-coupon U.S.

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LTIP units issued have both a service condition and a market condition based upon the Company's class A common stock achieving a target price over a predetermined measurement period, subject to continuous employment to the time of vesting, and valued using a Monte Carlo simulation.

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

2022 LTIP Grant

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

Expected dividend yield (2)

Risk-free rate (per annum) (3)

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

(2) Based upon the Company's most recently issued dividend prior to grant date and closing price of the Company's class A common stock on grant date.

Expected dividend yield was zero for the June 2022 award as common dividends were suspended beginning the second quarter of 2020 and reinstated in the third quarter of 2022.

(3) Based upon the continuously compounded zero-coupon US Treasury yield for the term coinciding with the measurement period of the award as of valuation date.

Equity-based compensation cost on LTIP units is recognized on a straight-line basis either over (1) the service period for awards with a service condition only;

or (2) the derived service period for awards with both a service condition and a market condition, irrespective of whether the market condition is satisfied.

No LTIP awards were issued in the first quarter of 2025 and in fiscal year 2024.

Equity-based compensation cost on LTIP units is recognized on a straight-line basis over the derived service period, irrespective of whether the market condition is satisfied.

The derived service period is a service period that is inferred from the application of the simulation technique used in the valuation of the award, and represents the median of the terms in the simulation in which the market condition is satisfied.

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Fair value of DSUs are determined based upon the price of the Company's class A common stock on grant date and recognized immediately if fully vested upon grant, or on a straight-line basis over the vesting period as equity based compensation expense and equity.

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

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

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

Three Months Ended March 31,

(In thousands)

2024 2023 2024 2023

Compensation expense $ 7,620 $ 9,214

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Forfeited ( 24,256 ) — — — ( 185,675 ) ( 209,931 ) 27.36 27.60

Unvested shares and units at September 30, 2024

Unvested shares and units at March 31, 2025

4,084,702 125,000 30,849 458,380 445,582 5,144,513 11.68 12.01

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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.

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

PSUs for which the total shareholder return is not met at the end of the performance period are forfeited.

PSUs for which the probability of meeting the DE target changes during the measurement period are reflected as either additional units granted or forfeited.

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $ 15.2 million and $ 18.4 million for the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025, aggregate unrecognized compensation cost for all unvested equity awards was $ 46.6 million, which is expected to be recognized over a weighted average period of 1.9 years.

Variable Interest Entities

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

The following discusses the Company's involvement with VIEs where the Company is the primary beneficiary and consolidates the VIEs or where the Company is not the primary beneficiary and does not consolidate the VIEs.

The following discusses the Company's involvement with VIEs where the

Company is the primary beneficiary and consolidates the VIEs or where the Company is not the primary beneficiary and does not consolidate the VIEs.

Operating Subsidiary

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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 $ 77.7 million at September 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 $ 76.8 million at March 31, 2025 and $ 79.3 million at December 31, 2024.

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.

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

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

(In thousands) March 31, 2025 December 31, 2024

Cash and cash equivalents $ 63,677 $ 62,630

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Due to custodian 10,892 9,121

Other 773 16,313

$ 64,782 $ 57,748

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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 $ 2.2 billion at September 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 3) of $ 2.0 billion at March 31, 2025 and $ 2.1 billion at December 31, 2024.

The Company also has receivables from its unconsolidated funds for fee revenue and reimbursable or recoverable costs, as discussed in Note 14.

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).

At March 31, 2025, the Company's unfunded commitments to its unconsolidated funds as general partner and

general partner affiliate totaled $ 230.8 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.

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(ii) portfolio companies of sponsored funds;

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

and (iv) directors and employees of the Company.

and (iii) directors and employees of the Company.

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

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

(In thousands) March 31, 2025 December 31, 2024

Due from Affiliates

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Due to Affiliates (Note 5)

Investment vehicles—InfraBridge (Note 3)

Employees and other affiliates 1,595 1,675

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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 $ 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.

To the extent the Company determines it acts in the capacity of principal in the incurrence of such costs, the reimbursements are included in other income, which totaled $ 2.4 million and $ 2.5 million for the three months ended March 31, 2025 and 2024, respectively.

To the extent the Company determines that it acts in the capacity of an agent, the costs incurred and related reimbursements are presented on a net basis in the consolidated statements of operations.

Warehoused Investments— The Company may acquire and temporarily warehouse investments on behalf of prospective sponsored investment vehicles that are actively fundraising (Note 3).

The warehoused investments are transferred to the investment vehicle when sufficient third party capital, including debt, is raised.

The Company is generally paid a fee by the investment vehicle, akin to an interest charge, typically calculated as a percentage of the acquisition price of the investment, to compensate the Company for its cost of holding the investment during the warehouse period.

The Company may be paid a fee by the investment vehicle, akin to an interest charge, typically calculated as a percentage of the acquisition price of the investment, to compensate the Company for its cost of holding the investment during the warehouse period.

The terms of such arrangements may differ for each sponsored investment vehicle and by investment.

Digital 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").

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 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 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 Vantage prior to the Company’s acquisition of DBH, additional investments made by the Company in Vantage SDC subsequent to its initial acquisition may trigger future carried interest payments to Messrs.

Ganzi and Jenkins upon the occurrence of future realization events.

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Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest entitlement attributed to such investments by Messrs.

Ganzi and Jenkins as general partner are not subject to continuing vesting provisions and do not represent compensatory arrangements to the Company.

Ganzi and Jenkins as general partner are not subject to continuing

vesting provisions and do not represent compensatory arrangements to the Company.

Such carried interest allocation to Messrs.

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

balance sheet in the amount of $ 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 $ 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.

Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $ 107.2 million at March 31, 2025 and $ 121.1 million at December 31, 2024.

Carried interest allocated are recorded as net loss attributable to noncontrolling interests totaling $ 13.9 million for the three months ended March 31, 2025 and net income attributable to noncontrolling interests totaling $ 3.4 million for the three months ended March 31, 2024, respectively.

These investments are 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 $ 60.3 million at March 31, 2025 and $ 58.0 million at December 31, 2024, reflected in redeemable noncontrolling interests and noncontrolling interests in investment entities on the balance sheet.

The employees' and former employees' share was a net loss of $ 0.2 million for the three months ended March 31, 2025 and net income of $ 0.1 million for the three months ended March 31, 2024, respectively.

Private Aircraft— P ursuant to Mr.

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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 fixed cost reimbursements will be made based on an allocable portion of annual fixed cash operating costs of the aircraft, 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.

E xpenses incurred on behalf of Mr.

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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.

Ganzi and third party chartered flights) to taled $ 1.7 million and $ 1.1 million for the three months ended March 31, 2025 and 2024, respectively.

Segment Reporting

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The Company no longer distinguishes income (loss) items and attributes costs between its investment management business and corporate activities.

The approach of managing the whole Company as a single business is consistent with the manner in which its chief operating decision makers assess the allocation of resources and performance of the Company.

Prior to December 31, 2023, the Company had conducted its business through two reportable segments, that is, Investment Management and Operating.

On December 31, 2023 the Operating segment was discontinued following a full deconsolidation of the portfolio companies in the Operating segment, which qualified as discontinued operations (Note 2).

At December 31, 2023, subsequent to the discontinuation of the Operating segment, the Company had conducted its business through one reportable segment of Investment Management, reflecting the Company's investment management business, which bore only operating costs that were directly attributable or otherwise can be subjected to a reasonable and systematic attribution to the investment management business.

Remaining unallocated operating costs, along with corporate level financing and transaction activities, as well as income (loss) from the Company's investment in its sponsored funds as general partner affiliate, and warehoused/seed investments were not attributed to the investment management business and previously presented as Corporate and Other.

The segment earnings measure of net income (loss) from continuing operations attributable to DigitalBridge Group, Inc.

remains consistent with prior periods, except that this measure was previously applied to the Investment Management segment, and beginning 2024, is applied to the Company as a whole.

Segment information for all prior periods presented have been conformed to current year presentation.

The approach of managing the whole Company as a single business is consistent with the manner in which its Chief Executive Officer, in the role as the Company's chief operating decision maker or CODM, assesses the allocation of resources and performance of the Company.

In 2024, prior to the fourth quarter, the segment earnings measure was net income (loss) from continuing operations attributable to DigitalBridge Group, Inc.

Effective the fourth quarter of 2024, the segment earnings measure takes into account the cost of financing through preferred stock to arrive at net income (loss) from continuing operations attributable to common stockholders.

The CODM is provided with significant expense categories that are consistent with those disclosed in the consolidated statements of operations and additionally, budgeted fee revenue, compensation and administrative expenses of the Company.

This information, along with the segment earnings measure, is used by the CODM to monitor financial performance from core operations of the business against budget and in making strategic decisions regarding key areas of growth for the business and consequently, investment or divestment of resources.

The CODM does not review disaggregated assets by segment.

Segment information for prior periods have been conformed to current period presentation.

Segment Results of Operations

The following table presents net income (loss) from continuing operations attributable to DigitalBridge Group, Inc.

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

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

2024 2023 2024 2023

The following table presents net income (loss) from continuing operations attributable to common stockholders for the Company's single reportable segment and is reconciled to the consolidated statement of operations.

Three Months Ended March 31,

Fee revenue $ 90,139 $ 72,955

Carried interest allocation (reversal) ( 15,799 ) 168,891 263,967 193,389

Carried interest allocation ( 55,464 ) ( 8,478 )

Principal investment income 5,307 2,845

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Compensation expense—cash and equity-based 46,110 51,184

Compensation expense—incentive fee and carried interest allocation (reversal) ( 8,474 ) 72,865 163,242 72,110

Compensation expense—incentive fee and carried interest allocation ( 22,304 ) ( 6,714 )

Administrative and other expenses 15,946 24,310

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$ 17,700 $ ( 16,498 )

Preferred stock dividends 14,660 14,660

Income (loss) from continuing operations attributable to common stockholders $ 3,040 $ ( 31,158 )

Reconciliation of segment earnings measure to consolidated statement of operations:

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

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

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

Income (loss) from continuing operations attributable to common stockholders $ 3,040 $ ( 31,158 )

Income (loss) from discontinued operations attributable to common stockholders ( 3,918 ) ( 13,130 )

Net income (loss) attributable to common stockholders $ ( 878 ) $ ( 44,288 )

Geographic information about the Company's total revenues from continuing operations and long-lived assets, excluding assets of discontinued operations, are as follows.

Geography is generally presented as the location in which income generating services are substantially performed.

Three Months Ended March 31,

(In thousands)

Total revenues by geography:

United States $ 33,090 $ 57,600

$ 43,089 $ 71,874

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

(In thousands) March 31, 2025 December 31, 2024

Long-lived assets by geography:

United States $ 17,099 $ 17,514

Europe 18,608 18,547

Other 2,453 2,551

$ 38,160 $ 38,612

(1) Revenues generated in Europe are predominantly U.S.

dollar denominated.

(2) Total revenues excludes cost reimbursement income from affiliates (Note 14) that is included within other income, and income from discontinued operations.

(3) Long-lived assets include lease right-of-use assets and fixed assets, and exclude financial instruments, goodwill, intangible assets and assets of discontinued operations.

Commitments and Contingencies

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

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.

The Company may be involved in litigation and other proceedings that arise in the ordinary course of business.

As of March 31, 2025, the Company is 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

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.

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

FORWARD-LOOKING STATEMENTS

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The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• difficult market and political conditions, including those resulting from supply chain difficulties, inflation, higher interest rates, a general economic slowdown or a recession;

• difficult market and political conditions, including those resulting from inflation, high interest rates, trade barriers, a general economic slowdown or a recession;

• our ability to raise capital from investors for our Company, our funds and the companies that we manage;

• the performance of our funds and investments relative to our expectations and the highly variable nature of our revenues, earnings and cash flow;

• our exposure to risks inherent in the ownership and operation of infrastructure and digital infrastructure assets, including our reliance on third-party suppliers to provide power, network connectivity and certain other services to our managed companies;

• our exposure to business risks in Europe, Asia, Latin America and other foreign markets;

• our exposure to business risks in Europe, Asia, Latin America and other foreign markets, including the impact of changes in foreign exchange rates on the value of our investments;

• our ability to increase assets under management ("AUM") and expand our existing and new investment strategies while maintaining consistent standards and controls;

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• our ability to expand into new investment strategies, geographic markets and businesses, including through acquisitions in the infrastructure and investment management industries;

• the impact of climate change and regulatory efforts associated with environmental, social and governance matters;

• the impact of climate change and regulatory or societal efforts associated with environmental, social and governance matters;

• our ability to maintain effective information and cybersecurity policies, procedures and capabilities and the impact of any cybersecurity incident affecting our systems or network or the system and network of any of our managed companies or service providers;

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We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A.

"Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in Part II, Item 7.

"Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in Part I, Item 2.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

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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