What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-01 · 198 added, 132 removed, 884 unchanged (27% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Restricted cash 4,323 4,144

Investments ($ 321,411 and $ 318,941 at fair value)

2,388,618 2,492,268

Investments 2,389,801 2,492,268

Goodwill 465,602 465,602

4 unchanged sentences

Debt $ 297,992 $ 296,362

Other liabilities ($ 56,122 and $ 54,730 at fair value)

677,377 725,766

Other liabilities 659,761 725,766

Total liabilities

13 unchanged sentences

Class B, 250 shares authorized;

150 shares issued and outstanding

0 and 150 shares issued and outstanding

Additional paid-in capital

15 unchanged sentences

(In thousands, except per share data

Three Months Ended March 31,

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

2025 2024 2025 2024

Fee revenue ($ 81,815 , $ 73,376 , $ 168,979 and $ 143,187 from affiliates)

3 unchanged sentences

Other income ($ 2,590 , $ 3,316 , $ 4,948 and $ 5,835 from affiliates)

6,168 7,505 11,633 14,576

Total revenues ( 3,207 ) 390,336 42,240 464,729

36 unchanged sentences

(In thousands)

Three Months Ended March 31,

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

2025 2024 2025 2024

Net income (loss) $ ( 25,684 ) $ 129,928 $ ( 40,539 ) $ 99,162

32 unchanged sentences

$ 794,670 $ 1,662 $ 7,909,865 $ ( 6,888,452 ) $ 712 $ 1,818,457 $ 610,692 $ 73,686 $ 2,502,835

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

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

Change in common stock par value (Note 7)

— — — — — — — — —

Exchange of notes for common stock (Note 6)

— 76 66,700 — — 66,776 — — 66,776

Deconsolidation of investment entities

— — — — — — ( 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 8)

— — ( 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.

19 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) — — — 31,622 — 31,622 ( 59,785 ) 1,082 ( 27,081 )

Other comprehensive income (loss) — — — — 3,980 3,980 — 254 4,234

Redemption of OP units for class A common stock — 43 28,066 — — 28,109 — ( 28,109 ) —

Equity-based compensation — 3 10,661 — — 10,664 — 40 10,704

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

Contributions from noncontrolling interests — — — — — — 14,228 14,228

Distributions to noncontrolling interests — — — — — — ( 7 ) ( 75 ) ( 82 )

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

Common stock dividends declared ($ 0.01 per share)

— — ( 1,812 ) ( 1,812 ) — ( 1,812 )

Reallocation of equity (Notes 2 and 8)

— — 113 148 261 — ( 261 ) —

Balance at June 30, 2025

$ 794,670 $ 1,809 $ 8,040,320 $ ( 6,824,993 ) $ 6,725 $ 2,018,531 $ 357,216 $ 50,049 $ 2,425,796

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

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 carried interest (allocation) reversal, net 105,220 ( 109,810 )

Unrealized principal investment (income) loss 15,731 ( 8,281 )

12 unchanged sentences

Proceeds from sale of equity investments 53,546 32,040

Repayment of loans receivable — 1,000

Purchase of fixed assets

( 928 ) ( 3,305 )

Investment deposits — 766

Cash derecognized in deconsolidation of sponsored funds and investment entities — ( 745 )

Net cash generated by (used in) investing activities ( 68,506 ) ( 17,227 )

2 unchanged sentences

Dividends paid to common stockholders ( 3,510 ) ( 3,296 )

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

Shares canceled for tax withholdings on vested equity awards ( 5,437 ) ( 8,516 )

11 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Beginning of period

9 unchanged sentences

Supplemental Disclosure of Cash Flow Information

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2025 2024

11 unchanged sentences

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

Operating lease ROU assets and lease liabilities established for corporate offices

Operating lease liabilities arising from establishment of ROU assets for corporate offices

Assets of sponsored funds deconsolidated (Note 9)

Liabilities of sponsored funds deconsolidated (Note 9)

Noncontrolling interests of sponsored funds deconsolidated (Note 9)

— ( 262,970 )

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

1 unchanged sentence

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

Business and Organization

4 unchanged sentences

The Company operates as a taxable C Corporation and conducts all of its activities and holds substantially all of its assets and liabilities through its operating subsidiary, DigitalBridge Operating Company, LLC (the "Operating Company" or the "OP") .

At March 31, 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.

The Company, as sole managing member, owned 96 % of the OP at June 30, 2025 , with the remaining 4 % owned by certain current and former employees of the Company as noncontrolling interest.

Following redemption of additional OP units, the Company's ownership increased to 97 % and noncontrolling interest in the OP decreased to 3 % as of July 31, 2025.

Summary of Significant Accounting Policies

21 unchanged sentences

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;

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

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

30 unchanged sentences

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

Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s membership units in OP ("OP Units") for cash based on the market value of an equivalent number of shares of class A common stock of the Company at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis.

At the end of each reporting period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP, as applicable.

Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s membership units in OP or OP units for cash based on the market value of an equivalent number of shares of class A common stock of the Company at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis.

At the end of each reporting period, noncontrolling interests in OP is adjusted to

reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP, as applicable.

Discontinued Operations

13 unchanged sentences

Future Accounting Standards

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which simplifies the estimation of expected credit losses applied to revenue transactions from contracts with customers (pursuant to Topic 606) .

The ASU provides for election of a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This would forego the existing requirement to develop forecasts of future economic conditions in estimating expected credit losses.

The ASU is effective for interim and annual reporting periods beginning January 1, 2026 and is to be applied prospectively.

Early adoption is permitted.

The Company intends to elect the practical expedient, which is not expected to have a material impact on the Company's consolidated financial statements.

Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which modifies the Business Combination (Topic 805) framework for identifying the accounting acquirer in certain business combinations where the legal acquiree is a VIE.

This changes existing guidance by replacing the previous requirement that in a business combination in which a VIE is acquired, the primary beneficiary of the VIE is always the accounting acquirer, even if the business combination would otherwise have been a reverse acquisition had the legal acquiree been a voting interest entity.

The new standard requires that in a business combination effected primarily through exchange of equity interests, the general factors in Topic 805 are assessed to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE or voting interest entity.

The guidance in Topic 805 considers various factors in determining the accounting acquirer, including but not limited to, relative voting rights of

the combined entity, composition of the governing body and senior management of the combined entity, and relative sizes of the combining entities prior to the transaction.

The new ASU therefore improves comparability in the accounting for business combinations that involve VIEs and voting interest entities.

The determination of which entity is the accounting acquirer affects the application of acquisition accounting in which the acquiree's assets and liabilities are remeasured at fair value on acquisition date, and also affects the form and content of current and prior period financial statements included in SEC filings.

The ASU applies prospectively to interim and annual reporting periods beginning January 1, 2027.

Early adoption is permitted.

Disaggregation of Income Statement Expenses

16 unchanged sentences

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

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

(In thousands) June 30, 2025 December 31, 2024

Equity method investments

1 unchanged sentence

Carried interest allocation 721,545 894,553

Marketable equity securities 258 242

Other equity investments 27,737 24,854

CLO subordinated notes 34,395 35,122

Debt investment 32,697 35,122

2,209,671 2,345,845

24 unchanged sentences

Carried Interest Distributed

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.

In 2025, carried interest of $ 2.5 million was distributed during the first quarter 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 in the second quarter of 2025 and immaterial distributions in the three and six months ended June 30, 2024.

Clawback Obligation

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.

The Company did not have a liability for clawback obligations on carried interest distributed as of June 30, 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 $ 164.5 million would be subject to clawback as of June 30, 2025, of which $ 109.4 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.

2 unchanged sentences

Other Equity Investments

Other equity investments include investments warehoused potentially for future sponsored funds and an investment in a managed account.

Warehoused investments are generally carried at fair value or under the measurement alternative, which is at cost, adjusted for impairment and observable price changes.

Other equity investments include primarily investments potentially warehoused for future sponsored funds and an investment in a managed account.

These investments are generally carried at fair value or under the measurement alternative, which is at cost, adjusted for impairment and observable price changes.

Changes in the value of these investments are recorded in other gain (loss) on the consolidated statements of operations.

Debt Investments

Interest income on debt investments is recorded in other income.

Debt Investment

Interest income on debt investment is recorded in other income.

CLO Subordinated Notes

2 unchanged sentences

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

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

The reinvestment and non-call periods of the CLO were extended by two years , similarly with the final maturity date that was extended to 2037.

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.

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

Following the end of the non-call period of the CLO, which is now October 2026, the subordinated notes may be redeemed (in whole, not in part) at the option of the collateral manager or the Company with consent of the collateral manager, if there is sufficient proceeds from sale of collateral assets, including payment of expenses therewith.

4 unchanged sentences

(in thousands) Gains Losses Fair Value

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

June 30, 2025 $ 32,697 $ — $ — $ — $ 32,697

December 31, 2024 35,122 — — — 35,122

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.

Based upon these data points, at June 30, 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 (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 composed primarily of marketable equity securities held by funds in the liquid securities strategy and equity investment in a digital infrastructure portfolio company held by a single asset fund.

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.

1 unchanged sentence

Intangible assets are composed of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

12 unchanged sentences

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

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

Amortization expense for finite-lived intangible assets totaled $ 6.6 million and $ 7.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 13.2 million and $ 15.8 million for the six months ended June 30, 2025 and 2024, respectively.

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

8 unchanged sentences

The following table summarizes the Company's other assets.

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

(In thousands) June 30, 2025 December 31, 2024

Prepaid taxes and deferred tax assets, net $ 4,332 $ 3,447

7 unchanged sentences

Total other assets $ 47,048 $ 52,504

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

(1) Net of accumulated depreciation of $ 11.2 million at June 30, 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.

1 unchanged sentence

The following table summarizes the Company's other liabilities:

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

(In thousands) June 30, 2025 December 31, 2024

Deferred investment management fees (1)

17 unchanged sentences

Other liabilities $ 659,761 $ 725,766

(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.

(1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 4.4 years and 3.2 years as of June 30, 2025 and December 31, 2024.

Deferred investment management fees recognized as income of $ 1.4 million and $ 1.7 million in the three months ended June 30, 2025 and 2024, respectively, and $ 2.8 million and $ 3.0 million in the six months ended June 30, 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 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.

As of June 30, 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.

Tax Legislation

On July 4, 2025, the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H.

14” (“the Act”), commonly referred to as the One Big Beautiful Bill Act, was enacted into law.

The centerpiece of the bill is the extension of expiring and in some cases, expired provisions of the 2017 Tax Cuts and Jobs Act.

The provisions of this Act could affect the Company's effective tax rate, current tax payable and measurement of the Company's deferred tax assets and liabilities, including its assessment of realizability.

Where applicable, the income tax effect of the Act would be recognized beginning with the Company's interim period ending September 30, 2025.

The Company is evaluating the effects of this new legislation on its consolidated financial statements, noting that interpretation of the various provisions of this Act and their application thereof may change as new information becomes available.

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.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

3 unchanged sentences

(i) $ 300 million aggregate principal amount of 3.933 % Secured Fund Fee Revenue Notes, Series 2021-1, Class A-2 (the “Class A-2 Notes”);

and (ii) up to $ 300 million (following a $ 100 million increase in April 2022) Secured Fund Fee Revenue Variable Funding Notes, Series 2021-1, Class A-1 (the “VFN” and, together with the Class A-2 Notes, the “Series 2021-1 Notes”).

and (ii) up to $ 100 million (following the Company's election in June 2025 to reduce its capacity from $ 300 million, pursuant to its terms) Secured Fund Fee Revenue Variable Funding Notes,

Series 2021-1, Class A-1 (the “VFN” and, together with the Class A-2 Notes, the “Series 2021-1 Notes”).

The VFN allow the Co-Issuers to borrow on a revolving basis.

15 unchanged sentences

(2) The final maturity date of the Class A-2 Notes is in September 2051.

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

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

The anticipated repayment date of the VFN reflects its final one year extension exercised in July 2025.

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

17 unchanged sentences

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

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

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

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

Shares issued upon redemption of OP units — 4,363 —

Conversion of class B to class A common stock — 150 ( 150 )

Equity awards issued, net of forfeitures — 2,730 —

Shares canceled for tax withholding on vested equity awards — ( 558 ) —

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

Shares outstanding at June 30, 2025 32,876 180,887 —

(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.

2 unchanged sentences

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

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

The table below summarizes the preferred stock issued and outstanding at June 30, 2025:

Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding

15 unchanged sentences

In addition, certain changes to the terms of any series of preferred stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of each such series of preferred stock voting separately as a class for each series of preferred stock.

Except with respect to voting rights, class A common stock and class B common stock have the same rights and privileges and rank equally, share ratably in dividends and distributions, and are identical in all respects as to all matters.

Class A common stock has one vote per share and class B common stock has thirty-six and one-half votes per share.

This gives the holders of class B common stock a right to vote that reflects the aggregate outstanding non-voting economic interest in the Company (in the form of OP Units) attributable to class B common stock holders and therefore, does not provide any disproportionate voting rights.

Class B common stock was issued as consideration in the Company's acquisition in April 2015 of the investment management business and operations of its former manager, which was previously controlled by the Company's former Executive Chairman.

Each share of class B common stock shall convert automatically into one share of class A common stock if the former Executive Chairman or his beneficiaries directly or indirectly transfer beneficial ownership of class B common stock or OP Units held by them, other than to certain qualified transferees, which generally includes affiliates and employees.

In addition, each holder of class B common stock has the right, at the holder’s option, to convert all or a portion of such holder’s class B common stock into an equal number of shares of class A common stock.

In 2025, 149,571 shares of class B common stock, which represented all issued and outstanding shares of class B common stock, were converted pursuant to their terms into an equivalent number of shares of class A common stock, and were cancelled following their conversion.

Previously, class B common stock had the same rights and privileges, and ranked equally, shared ratably in dividends and distributions, and was identical in all respects as to all matters as class A common stock, except that class B common stock had thirty-six and one-half votes per share while Class A common stock has one vote per share.

This had given the holders of class B common stock a right to vote that reflected the aggregate outstanding non-voting economic interest in the Company (in the form of OP units) attributed to class B common stock holders and therefore, did not provide any disproportionate voting rights.

Class B common stock had been issued as consideration in the Company's acquisition in April 2015 of the investment management business and operations of its former manager, which was previously controlled by the Company's former Executive Chairman.

Dividend Reinvestment and Direct Stock Purchase Plan

12 unchanged sentences

Amounts reclassified from AOCI (1)

AOCI at March 31, 2024 $ 712

AOCI at June 30, 2024 $ 755

AOCI at December 31, 2024 $ 505

Other comprehensive income (loss) before reclassifications 2,092

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.

Other comprehensive income (loss) 6,220

AOCI at June 30, 2025 $ 6,725

(1) Amounts reclassified out of AOCI attributable to stockholders reflect the release of foreign currency cumulative translation adjustments.

Noncontrolling Interests

1 unchanged sentence

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

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2025 2024

9 unchanged sentences

At the end of each period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP.

Redemption of OP Units —The Company redeemed OP Units totaling 13,000 in 2025 and 452,418 in 2024 through issuance of an equal number of shares of class A common stock on a one -for-one basis.

Redemption of OP units —The Company redeemed OP units totaling 5,622,793 in 2025 (including 1,259,793 OP units in July 2025, following which noncontrolling interest in the OP decreased to 3 % as of July 31, 2025) and 452,418 in 2024 through issuance of an equal number of shares of class A common stock on a one -for-one basis.

Recurring Fair Values

7 unchanged sentences

(In thousands) Level 1 Level 2 Level 3 Total

March 31, 2025

June 30, 2025

Investments (Note 3)

Marketable equity securities $ 258 $ — $ — $ 258

Other equity investments—Marketable equity securities $ 313 $ — $ — $ 313

CLO subordinated notes — — 32,697 32,697

10 unchanged sentences

Investments (Note 3)

Marketable equity securities $ 242 $ — $ — $ 242

Other equity investments—Marketable equity securities $ 242 $ — $ — $ 242

CLO subordinated notes — — 35,122 35,122

13 unchanged sentences

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.

The other equity investment, classified as level 3, was valued at June 30, 2025 using a market approach that considers revenue multiples of other comparable companies.

Fair Value Option

1 unchanged sentence

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.

Fair value was determined using a discounted cash flow model based upon projected earnings using a discount rate of 11.0 % at both June 30, 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.

2 unchanged sentences

(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.

Wafra's investment was subsequently redeemed in 2022, while the warrants remain 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.

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 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 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.

Inclusion of the cash settlement feature

resulted in a liability classification, which subjected the warrants to fair value remeasurement each period through earnings.

In March 2024, three of the five warrants were sold by Wafra to a third party and in conjunction therewith, the terms of the warrants were amended which removed the cash settlement feature, resulting in a reclassification of the warrants from liability to equity.

Under equity classification, the three 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:

At June 30, 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 44.3 % ( 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 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.

In measuring the contingent consideration at June 30, 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 6.7 % 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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Fair value at December 31, 2023 $ 6,700 $ 416,614 $ ( 39,200 ) $ ( 11,338 )

Election of fair value option 128,742 — — —

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

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

Reclassification to equity — — 33,000 —

Fair value at March 31, 2024 $ 2,725 $ 416,614 $ ( 11,600 ) $ 11,338

Net unrealized gain (loss) in earnings on instruments held at March 31, 2024 $ ( 3,975 ) $ — $ ( 2,500 ) $ —

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

Net unrealized gain (loss) in earnings on instruments held at June 30, 2024 $ ( 2,490 ) $ — $ 5,900 $ 1,838

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

Contributions — 17,333 — —

Unrealized gain (loss) in earnings, net 3,491 127 200 3,800

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

Fair value at June 30, 2025 $ 140,645 $ 80,614 $ ( 500 ) $ ( 2,300 )

Net unrealized gain (loss) in earnings on instruments held at June 30, 2025 $ 3,491 $ 127 $ 200 $ 3,800

Nonrecurring Fair Values

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(i) on the acquisition date for business combinations;

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

(ii) when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable or availability of observable prices for equity investments under the measurement alternative;

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

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

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.

Adjustments to fair value generally result from application of the lower of amortized cost or fair value for assets held for disposition or otherwise, an adjustment of asset values due to impairment or observable price changes.

Certain equity investments accounted for under the measurement alternative were carried at estimated fair values of $ 7.5 million at June 30, 2025 based upon an indicative transaction price and $ 15.0 million at December 31, 2024 based upon pricing from a recent funding, or applying a probability-weighted approach to different recovery outcomes.

These represent level 3 fair values.

Fair Value of Financial Instruments Reported at Cost

Fair value of financial instruments reported at amortized cost are presented below.

Fair Value Measurements Carrying Value

(In thousands) Level 1 Level 2 Level 3 Total

March 31, 2025

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

December 31, 2024

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

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.

The Company's debt obligation, specifically its secured fund fee revenue notes had fair values of $ 291.4 million at June 30, 2025 and $ 285.8 million at December 31, 2024, estimated based upon indicative quotes.

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.

Earnings per Share

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

Three Months Ended March 31,

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

(In thousands, except per share data) 2025 2024 2025 2024

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Income (Loss) from discontinued operations attributable to common stockholders 1,547 ( 674 ) ( 2,371 ) ( 13,804 )

Net income (loss) attributable to common stockholders—basic 16,561 75,146 15,733 31,851

Interest expense attributable to exchangeable notes (Note 6)

Net income (loss) allocated to common stockholders—basic and diluted $ 16,561 $ 75,218 $ 15,733 $ 32,294

$ ( 919 ) $ ( 44,322 )

Weighted average common shares outstanding

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

34 1,708 76 5,285

Weighted average number of common shares outstanding—diluted 173,093 172,066 172,449 171,033

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Net income (loss) attributable to common stockholders per common share—diluted $ 0.10 $ 0.44 $ 0.09 $ 0.19

(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 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 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.

(1) The calculation of diluted earnings per share includes the weighted average effect of class A common shares and share equivalents issuable in relation to the following dilutive securities:

(i) performance stock units (Note 12) of 34,000 and 185,800 for the three months ended June 30, 2025 and 2024, respectively, and 36,200 and 148,700 for the six months ended June 30, 2025 and 2024, respectively;

(ii) DBRG stock warrants that were in-the-money (Note 9) of 747,600 for the three months ended June 30, 2024 and 39,400 for the six months ended June 30, 2025;

(iii) Wafra contingent consideration which was settled in March 2024 (Note 7) of 504,600 for the six months ended June 30, 2024;

and (iv) exchangeable senior notes which are no longer outstanding effective April 2024 (Note 6) of 774,400 and 4,631,400 shares for the three and six months ended June 30, 2024, respectively.

(2) The calculation of diluted earnings per share excludes the weighted average effect of 1,029,600 class A common shares that are issuable to net settle the exercise of DBRG stock warrants for the six months ended June 30, 2024, as their inclusion would be antidilutive.

(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 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.

At June 30, 2025 and 2024, 7,560,400 and 12,290,700 of OP units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented.

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

Three Months Ended March 31,

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

(In thousands) 2025 2024 2025 2024

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Incentive fees

600 1,651 606 2,532

289 1,267 562 1,497

Total fee revenue $ 85,262 $ 78,605 $ 175,401 $ 151,560

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

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

Three funds met the concentration criteria, aggregating to 62.3 % and 64.5 %of total management fees for the three and six months ended June 30, 2025, respectively.

Equity-Based Compensation

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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

2025 PSU Grants 2024 PSU Grants 2023 PSU Grants

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

49.8 % 44.6 % 41.3 %

Expected annual dividend yield (2)

Risk-free rate (per annum) (2)

3.9 % 4.5 % 3.8 %

(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.

(2) 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.

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

No LTIP awards were issued in 2025 and 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.

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

Three Months Ended March 31,

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

(In thousands)

2025 2024 2025 2024

Compensation expense $ 10,725 $ 17,641 $ 18,345 $ 26,855

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Forfeited ( 51,112 ) — — — ( 185,675 ) ( 236,787 ) 27.36 19.26

Unvested shares and units at March 31, 2025

Unvested shares and units at June 30, 2025

4,242,303 125,000 45,813 841,444 931,484 6,186,044 10.45 11.58

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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.

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $ 1.8 million and $ 11.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 17.0 million and $ 29.9 million for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, aggregate unrecognized compensation cost for all unvested equity awards was $ 47.1 million, which is expected to be recognized over a weighted average period of 1.8 years.

Variable Interest Entities

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

The Company’s exposure is limited to its capital account balance in the consolidated funds of $ 85.3 million at June 30, 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) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Cash and cash equivalents $ 65,326 $ 62,630

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Due to custodian 10,833 9,121

Other 192 697

$ 72,692 $ 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 3) of $ 2.0 billion at March 31, 2025 and $ 2.1 billion at December 31, 2024.

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 June 30, 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 March 31, 2025, the Company's unfunded commitments to its unconsolidated funds as general partner and

At June 30, 2025, the Company's unfunded commitments to its unconsolidated funds as general partner and

general partner affiliate totaled $ 187.3 million (including commitments attributed to the ownership by employees and former employees in the general partner entities).

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Transactions with Affiliates

Affiliates include (i) investment vehicles that the Company sponsors and/or manages, and in which the Company may have an equity interest;

Affiliates include (i) investment vehicles that the Company sponsors and/or manages, and in which the Company has an equity interest;

(ii) portfolio companies of sponsored funds;

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

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

(In thousands) June 30, 2025 December 31, 2024

Due from Affiliates

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Significant transactions with affiliates include the following:

Fee Revenue —Fee revenue earned from investment vehicles that the Company manages and/or sponsors, and may have an equity interest, are presented in Note 11.

Fee Revenue —Fee revenue earned from investment vehicles that the Company manages and/or sponsors, and in which the Company has an equity interest, are presented in Note 11.

Substantially all fee revenue are from affiliates, except for management fees and incentive fee from sub-advisory accounts and generally, other fee revenue.

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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 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 it acts in the capacity of principal in the incurrence of such costs, the reimbursements are included in other income, which totaled $ 2.6 million and $ 3.3 million for the three months ended June 30, 2025 and 2024, respectively, and $ 4.9 million and $ 5.8 million for the six months ended June 30, 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).

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

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

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Such carried interest allocation to Messrs.

Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $ 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.

Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $ 80.3 million at June 30, 2025 and $ 121.1 million at December 31, 2024.

Carried interest allocated are recorded as net loss attributable to noncontrolling interests totaling $ 26.9 million and $ 40.8 million for the three and six months ended June 30, 2025, respectively, and net income attributable to noncontrolling interests totaling $ 3.9 million and $ 7.3 million for the three and six months ended June 30, 2024, 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 entities.

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.

Such investments in consolidated investment vehicles and general partner entities totaled $ 58.9 million at June 30, 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 income of $ 1.5 million and $ 2.0 million for the three months ended June 30, 2025 and 2024, respectively, and net income of $ 1.3 million and $ 2.2 million for the six months ended June 30, 2025 and 2024, 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 and net income (loss) attributable to noncontrolling interests.

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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 $ 1.7 million and $ 1.1 million for the three months ended March 31, 2025 and 2024, respectively.

Ganzi and third party chartered flights) to taled $ 1.0 million and $ 2.0 million for the three months ended June 30, 2025 and 2024, respectively, and $ 2.7 million and $ 3.1 million for the six months ended June 30, 2025 and 2024, respectively.

Segment Reporting

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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,

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

2025 2024 2025 2024

Fee revenue $ 85,262 $ 78,605 $ 175,401 $ 151,560

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

Three Months Ended March 31,

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

(In thousands)

2025 2024 2025 2024

Total revenues by geography:

1 unchanged sentence

10,444 15,627 20,428 29,874

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

Other 21 21 36 48

$ ( 5,797 ) $ 387,020 $ 37,292 $ 458,894

(In thousands) June 30, 2025 December 31, 2024

Long-lived assets by geography:

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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.

As of June 30, 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

36 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements