Item 1. Financial Statements
Item 1. Financial Statements.
DigitalBridge Group, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
September 30, 2025
(Unaudited)
December 31, 2024
Assets
Cash and cash equivalents $ 358,416 $ 302,154
Restricted cash 5,534 4,144
Investments 2,463,476 2,492,268
Goodwill 465,602 465,602
Intangible assets 54,261 72,460
Other assets 47,290 52,504
Due from affiliates 95,950 124,186
Total assets
$ 3,490,529 $ 3,513,318
Liabilities
Debt $ 327,945 $ 296,362
Other liabilities 643,442 725,766
Total liabilities
971,387 1,022,128
Commitments and contingencies (Note 16)
Redeemable noncontrolling interests
27,028 24,356
Equity
Stockholders’ equity:
Preferred stock, $ 0.01 par value per share; $ 821,899 liquidation preference; 250,000 shares authorized; 32,876 shares issued and outstanding
794,670 794,670
Common stock, $ 0.01 par value per share
Class A, 237,250 shares authorized; 182,615 and 174,202 shares issued and outstanding
1,826 1,742
Class B, 250 shares authorized; 0 and 150 shares issued and outstanding
— 2
Additional paid-in capital
8,059,791 7,999,165
Accumulated deficit
( 6,810,068 ) ( 6,837,502 )
Accumulated other comprehensive income (loss) 5,868 505
Total stockholders’ equity 2,052,087 1,958,582
Noncontrolling interests in investment entities
401,005 430,528
Noncontrolling interests in Operating Company
39,022 77,724
Total equity
2,492,114 2,466,834
Total liabilities, redeemable noncontrolling interests and equity
$ 3,490,529 $ 3,513,318
The accompanying notes form an integral part of the consolidated financial statements.
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DigitalBridge Group, Inc.
Consolidated Statements of Operations
(In thousands, except per share data
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenues
Fee revenue $ 93,300 $ 76,582 $ 268,701 $ 228,142
Carried interest allocation (reversal) ( 120,213 ) ( 15,799 ) ( 290,751 ) 263,967
Principal investment income 25,325 9,955 51,069 28,782
Other income 5,406 5,387 17,039 19,963
Total revenues 3,818 76,125 46,058 540,854
Expenses
Compensation expense—cash and equity-based 49,315 43,426 142,427 146,271
Compensation expense—incentive fee and carried interest allocation (reversal) ( 54,000 ) ( 8,474 ) ( 119,676 ) 163,242
Administrative and other expenses 15,118 27,193 42,504 78,011
Interest expense 4,731 4,129 13,199 12,457
Transaction-related costs 956 1,771 9,585 3,202
Depreciation and amortization 7,130 8,227 22,941 25,491
Total expenses 23,250 76,272 110,980 428,674
Other income (loss)
Other gain (loss), net 6,493 47,927 15,037 50,843
Income (loss) from continuing operations before income taxes ( 12,939 ) 47,780 ( 49,885 ) 163,023
Income tax benefit (expense) 221 ( 887 ) ( 833 ) ( 2,126 )
Income (loss) from continuing operations ( 12,718 ) 46,893 ( 50,718 ) 160,897
Income (loss) from discontinued operations ( 86 ) 1,439 ( 2,625 ) ( 13,403 )
Net income (loss) ( 12,804 ) 48,332 ( 53,343 ) 147,494
Net income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests 1,796 580 2,445 1,471
Investment entities ( 46,577 ) 34,024 ( 134,244 ) 68,412
Operating Company 563 ( 50 ) 1,638 2,038
Net income (loss) attributable to DigitalBridge Group, Inc. 31,414 13,778 76,818 75,573
Preferred stock dividends 14,661 14,661 43,981 43,981
Net income (loss) attributable to common stockholders $ 16,753 $ ( 883 ) $ 32,837 $ 31,592
Income (loss) per share—basic
Income (loss) from continuing operations per common share—basic $ 0.09 $ ( 0.02 ) $ 0.19 $ 0.25
Net income (loss) attributable to common stockholders per common share—basic $ 0.09 $ ( 0.01 ) $ 0.18 $ 0.18
Income (loss) per share—diluted
Income (Loss) from continuing operations per common share—diluted $ 0.09 $ ( 0.02 ) $ 0.19 $ 0.25
Net income (loss) attributable to common stockholders per common share—diluted $ 0.09 $ ( 0.01 ) $ 0.18 $ 0.18
Weighted average number of shares
Basic 178,183 171,542 174,331 167,725
Diluted 178,506 171,542 174,501 171,208
Dividends declared per common share
$ 0.01 $ 0.01 $ 0.03 $ 0.03
The accompanying notes form an integral part of the consolidated financial statements.
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DigitalBridge Group, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) $ ( 12,804 ) $ 48,332 $ ( 53,343 ) $ 147,494
Changes in accumulated other comprehensive income (loss) related to foreign currency translation ( 952 ) 2,736 5,511 2,027
Comprehensive income (loss) ( 13,756 ) 51,068 ( 47,832 ) 149,521
Comprehensive income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests 1,796 580 2,445 1,471
Investment entities ( 46,577 ) 34,024 ( 134,244 ) 68,412
Operating Company 531 129 2,002 2,166
Comprehensive income (loss) attributable to stockholders $ 30,494 $ 16,335 $ 81,965 $ 77,472
The accompanying notes form an integral part of the consolidated financial statements.
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DigitalBridge Group, Inc.
Consolidated Statements of Equity
(In thousands, except per share data)
(Unaudited)
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 December 31, 2023
$ 794,670 $ 1,634 $ 7,855,842 $ ( 6,842,502 ) $ 1,411 $ 1,811,055 $ 605,311 $ 74,935 $ 2,491,301
Net income (loss) — — — ( 29,628 ) — ( 29,628 ) 1,467 ( 3,338 ) ( 31,499 )
Other comprehensive income (loss) — — — — ( 700 ) ( 700 ) — ( 54 ) ( 754 )
Settlement of Wafra contingent consideration — 10 17,490 — — 17,500 — — 17,500
Reclassification of warrants (Note 9)
— — 33,000 — — 33,000 — — 33,000
Exchange of notes for common stock (Note 6)
— 7 5,934 — — 5,941 — — 5,941
Redemption of OP units for class A common stock — 1 514 — — 515 — ( 515 ) —
Equity-based compensation — 14 8,127 — — 8,141 — 39 8,180
Shares canceled for tax withholdings on vested equity awards — ( 4 ) ( 8,299 ) — — ( 8,303 ) — — ( 8,303 )
Contributions from noncontrolling interests — — — — — — 8,609 — 8,609
Distributions to noncontrolling interests — — — — — — ( 4,695 ) ( 123 ) ( 4,818 )
Preferred stock dividends — — — ( 14,660 ) — ( 14,660 ) — — ( 14,660 )
Common stock dividends declared ($ 0.01 per share)
— — — ( 1,662 ) — ( 1,662 ) — — ( 1,662 )
Reallocation of equity (Notes 2 and 8)
— — ( 2,743 ) — 1 ( 2,742 ) — 2,742 —
Balance at March 31, 2024
$ 794,670 $ 1,662 $ 7,909,865 $ ( 6,888,452 ) $ 712 $ 1,818,457 $ 610,692 $ 73,686 $ 2,502,835
Net income (loss) — — — 91,423 — 91,423 32,921 5,426 129,770
Other comprehensive income (loss) — — — — 42 42 — 3 45
Exchange of notes for common stock (Note 6)
— 76 66,700 — — 66,776 — — 66,776
Deconsolidation of sponsored funds
— — — — — — ( 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.
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DigitalBridge Group, Inc.
Consolidated Statements of Equity (Continued)
(In thousands, except per share data)
(Unaudited)
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, 2024 $ 794,670 $ 1,738 $ 7,988,729 $ ( 6,813,427 ) $ 755 $ 1,972,465 $ 389,329 $ 81,203 $ 2,442,997
Net loss — — — 13,778 — 13,778 34,024 ( 50 ) 47,752
Other comprehensive 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 8)
— — ( 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.
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DigitalBridge Group, Inc.
Consolidated Statements of Equity (Continued)
(In thousands, except per share data)
(Unaudited)
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 December 31, 2024
$ 794,670 $ 1,744 $ 7,999,165 $ ( 6,837,502 ) $ 505 $ 1,958,582 $ 430,528 $ 77,724 $ 2,466,834
Net income (loss) — — — 13,782 — 13,782 ( 27,882 ) ( 7 ) ( 14,107 )
Other comprehensive income (loss) — — — — 2,087 2,087 — 142 2,229
Redemption of OP units for class A common stock — — 84 — — 84 — ( 84 ) —
Equity-based compensation — 24 7,091 — — 7,115 — 40 7,155
Shares canceled for tax withholdings on vested equity awards — ( 5 ) ( 5,032 ) — — ( 5,037 ) — — ( 5,037 )
Contributions from noncontrolling interests — — — — — — 2,897 — 2,897
Distributions to noncontrolling interests — — — — — — ( 2,763 ) ( 120 ) ( 2,883 )
Preferred stock dividends — — — ( 14,660 ) — ( 14,660 ) — — ( 14,660 )
Common stock dividends declared ($ 0.01 per share)
— — — ( 1,763 ) — ( 1,763 ) — — ( 1,763 )
Reallocation of equity (Notes 2 and 8)
— — 572 — 5 577 — ( 577 ) —
Balance at March 31, 2025
$ 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.
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DigitalBridge Group, Inc.
Consolidated Statements of Equity (Continued)
(In thousands, except per share data)
(Unaudited)
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, 2025 $ 794,670 $ 1,809 $ 8,040,320 $ ( 6,824,993 ) $ 6,725 $ 2,018,531 $ 357,216 $ 50,049 $ 2,425,796
Net income (loss) — — — 31,414 — 31,414 ( 46,577 ) 563 ( 14,600 )
Other comprehensive income (loss) — — — — ( 920 ) ( 920 ) — ( 32 ) ( 952 )
Redemption of OP units for class A common stock — 18 11,466 — — 11,484 — ( 11,484 ) —
Equity-based compensation — — 8,787 — — 8,787 — 40 8,827
Shares canceled for tax withholdings on vested equity awards — ( 1 ) ( 775 ) — — ( 776 ) — — ( 776 )
Contributions from noncontrolling interests — — — — — — 10,132 10,132
Distributions to noncontrolling interests — — — — — — ( 576 ) ( 58 ) ( 634 )
Consolidation of sponsored fund — — — — — — 80,810 — 80,810
Preferred stock dividends — — — ( 14,661 ) — ( 14,661 ) — — ( 14,661 )
Common stock dividends declared ($ 0.01 per share)
— — — ( 1,828 ) — ( 1,828 ) — — ( 1,828 )
Reallocation of equity (Notes 2 and 8)
— — ( 7 ) 63 56 — ( 56 ) —
Balance at September 30, 2025 $ 794,670 $ 1,826 $ 8,059,791 $ ( 6,810,068 ) $ 5,868 $ 2,052,087 $ 401,005 $ 39,022 $ 2,492,114
The accompanying notes form an integral part of the consolidated financial statements.
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DigitalBridge Group, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended September 30,
2025 2024
Cash Flows from Operating Activities
Net income (loss) $ ( 53,343 ) $ 147,494
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized carried interest (allocation) reversal, net 168,802 ( 102,703 )
Unrealized principal investment (income) loss ( 8,950 ) ( 15,585 )
Equity-based compensation 26,686 34,787
Amortization of deferred financing costs and debt discount and premium, net 2,036 1,772
Depreciation and amortization 22,941 25,491
Deferred income tax (benefit) expense ( 2,108 ) ( 1,608 )
Other (gain) loss, net ( 16,843 ) ( 36,271 )
Other adjustments, net ( 460 ) ( 181 )
(Increase) decrease in other assets and due from affiliates 24,419 9,291
Increase (decrease) in other liabilities and due to affiliates 20,590 ( 31,069 )
Net cash generated by (used in) operating activities 183,770 31,418
Cash Flows from Investing Activities
Contributions to and acquisition of equity investments ( 274,106 ) ( 116,330 )
Return of capital from equity and debt investments 77,733 33,498
Proceeds from sale of equity investments 100,123 79,035
Repayment of loans receivable — 1,000
Purchase of fixed assets
( 1,291 ) ( 3,305 )
Cash recognized in consolidation of sponsored fund 30 —
Cash derecognized in deconsolidation of sponsored funds — ( 745 )
Net cash generated by (used in) investing activities ( 97,511 ) ( 6,847 )
Cash Flows from Financing Activities
Dividends paid to preferred stockholders ( 43,981 ) ( 43,981 )
Dividends paid to common stockholders ( 5,321 ) ( 5,033 )
Repayment or redemption of senior notes — ( 5,000 )
Shares canceled for tax withholdings on vested equity awards ( 6,213 ) ( 9,445 )
Contributions from noncontrolling interests 28,757 25,101
Distributions to and redemption of noncontrolling interests ( 5,874 ) ( 21,948 )
Payment of contingent consideration to Wafra — ( 17,500 )
Net cash generated by (used in) financing activities ( 32,632 ) ( 77,806 )
Effect of foreign exchange on cash, cash equivalents and restricted cash 4,025 1,461
Net increase (decrease) in cash, cash equivalents and restricted cash 57,652 ( 51,774 )
Cash, cash equivalents and restricted cash—beginning of period 306,298 350,250
Cash, cash equivalents and restricted cash—end of period $ 363,950 $ 298,476
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DigitalBridge Group, Inc.
Consolidated Statements of Cash Flows (Continued)
(In thousands)
(Unaudited)
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets
Nine Months Ended September 30,
2025 2024
Beginning of period
Cash and cash equivalents $ 302,154 $ 345,335
Restricted cash 4,144 4,915
Total cash, cash equivalents and restricted cash—beginning of period
$ 306,298 $ 350,250
End of period
Cash and cash equivalents $ 358,416 $ 294,416
Restricted cash 5,534 4,060
Total cash, cash equivalents and restricted cash—end of period
$ 363,950 $ 298,476
Supplemental Disclosure of Cash Flow Information
Nine Months Ended September 30,
(In thousands) 2025 2024
Supplemental Disclosure of Cash Flow Information
Cash paid for interest $ 10,135 $ 12,814
Cash received (paid) for income taxes ( 2,944 ) 8,606
Operating lease payments for corporate offices
6,860 6,872
Supplemental Disclosure of Cash Flows from Discontinued Operations
Net cash generated by (used in) operating activities of discontinued operations $ ( 936 ) $ ( 12,071 )
Net cash generated by (used in) investing activities of discontinued operations — 27
Supplemental Disclosure of Noncash Investing and Financing Activities
Dividends and distributions payable $ 16,544 $ 16,523
Redemption of OP units for common stock 39,677 1,703
Exchange of notes into shares of class A common stock — 72,717
Settlement of Wafra contingent consideration through issuance of class A common stock — 17,500
Operating lease liabilities arising from establishment of ROU assets for corporate offices
4,007 —
Assets of sponsored fund consolidated 115,539 —
Liabilities of sponsored fund consolidated ( 34,758 ) —
Noncontrolling interests of sponsored fund consolidated
( 80,810 ) —
Assets of sponsored funds deconsolidated
— 393,612
Liabilities of sponsored funds deconsolidated
— ( 189 )
Noncontrolling interests of sponsored funds deconsolidated
— ( 262,970 )
The accompanying notes form an integral part of the consolidated financial statements.
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DigitalBridge Group, Inc.
Notes to Consolidated Financial Statements
September 30, 2025
(Unaudited)
1. Business and Organization
DigitalBridge Group, Inc. ("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.
Organization
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") . The Company, as sole managing member, owned 97 % of the OP at September 30, 2025 , with the remaining 3 % owned by certain current and former employees of the Company as noncontrolling interest.
2. Summary of Significant Accounting Policies
The significant accounting policies of the Company are described below.
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. 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
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.
Principles of Consolidation
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 (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
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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. 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. In assessing its interests in the VIE, the Company also considers interests held by its related parties, including de facto agents. Additionally, the Company assesses whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether the Company is most closely associated with the VIE. In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the characteristics and size of its investment relative to the related party; the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, and depends upon facts and circumstances specific to an entity at the time of the assessment.
Voting Interest Entities —Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities' voting interests or through other arrangements.
At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company's consolidation assessment. Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interests in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, the Company's existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.
Noncontrolling Interests
Redeemable Noncontrolling Interests —This represents noncontrolling interests in sponsored open-end funds in the liquid securities strategy that are consolidated by the Company. The limited partners of these funds have the ability to withdraw all or a portion of their interests from the funds in cash with advance notice.
Redeemable noncontrolling interests is presented outside of permanent equity. Allocation of net income or loss to redeemable noncontrolling interests is based upon their ownership percentage during the period. The carrying amount of redeemable noncontrolling interests is adjusted to its redemption value at the end of each reporting period to an amount not less than its initial carrying value, except for amounts contingently redeemable which will be adjusted to redemption value only when redemption is probable. Such adjustments will be recognized in additional paid-in capital.
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 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. 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.
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Discontinued Operations
If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Company’s operations and financial results, the operating profits or losses of the component when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the statements of operations.
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 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
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 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 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 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
Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, with limited amendments to better align internal-use software accounting (Topic 350-50) with current software development practices. The ASU changes the cost capitalization threshold by eliminating consideration of discrete project stages that assume a sequential and linear approach to software development. This model is replaced with a principles-based framework that focuses on the remaining two existing criteria to begin capitalizing software development cost, that is, (i) authorization and commitment to funding the software project and (ii) probability of completion and software is used for its intended function. Additional guidance is provided to clarify that the probable-to-complete recognition threshold is not met if there is significant uncertainty surrounding the software development, and until such time, all associated costs are expensed as incurred. The ASU also specifies that capitalized cost is subject to disclosure requirements of Topic 360-10, Property, Plant and Equipment , irrespective of whether the internal-use software is internally developed or third party licensed, or whether it is classified as tangible or intangible asset. The ASU, however, does not change the type of internal-use software costs that can be capitalized (for example, data conversion/migration and software maintenance costs continue to be expensed as incurred), or when capitalization ceases.
The ASU is effective for interim and annual reporting periods beginning January 1, 2028 and can be applied either prospectively, retrospectively or using a modified prospective transition approach. Early adoption is permitted in any interim or annual period, effective as of the beginning of the fiscal year of adoption. The Company is currently evaluating the effects of this new guidance.
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
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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
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; (c) depreciation; (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 is currently evaluating the effects of this new guidance.
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3. Investments
The Company's equity and debt investments are represented by the following:
(In thousands) September 30, 2025 December 31, 2024
Equity method investments
Principal investments $ 1,462,708 $ 1,391,316
Carried interest allocation 601,333 894,553
Other equity investments 28,907 24,854
Debt investment 31,572 35,122
2,124,520 2,345,845
Equity investments of consolidated funds
Marketable equity securities 110,055 83,269
Other investments 228,901 63,154
$ 2,463,476 $ 2,492,268
Equity Method Investments
Principal Investments
Principal investments represent investments in the Company's sponsored investment vehicles, accounted for as equity method investments as the Company exerts significant influence in its role as general partner. The Company typically has a small percentage interest in its sponsored funds as general partner or special limited partner. 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.
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 distributions of income, including from realization events are recorded in principal investment income (loss) on the consolidated statements of operations.
Carried Interest Allocation
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 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. Realization of carried interest allocation occurs upon disposition of all underlying investments of the fund, or in part with each disposition.
Generally, carried interest allocation is distributed upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles. 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 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 allocation on the balance sheet date represents unrealized carried interest allocation in connection with sponsored funds that are currently in the early stage of their lifecycle. Carried interest allocation is presented gross of management allocation.
Carried Interest Distributed
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 was allocated to current and former employees, recorded as either carried interest compensation or amounts attributable to noncontrolling interests (Note 14). In 2024, there was an immaterial distribution of carried interest in the second quarter.
Clawback Obligation
The Company did not have a liability for clawback obligations on carried interest distributed as of September 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 September 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. The amount withheld resides in entities outside of the Company. 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.
Other Equity Investments
Other equity investments include primarily venture investments and 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 Investment
Interest income on debt investment is recorded in other income.
CLO Subordinated Notes
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. 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.
Following the end of the non-call period of the CLO, which is now October 2026, the subordinated notes may be redeemed (in whole, not in part) at the option of the collateral manager or the Company with consent of the collateral manager, if there is sufficient proceeds from sale of collateral assets, including payment of expenses therewith. The redemption price for the subordinated notes is equal to the excess interest and principal proceeds payable at the time of redemption.
The balance of the CLO subordinated notes is summarized as follows:
Amortized Cost without Allowance for Credit Loss
Allowance for Credit Loss Gross Cumulative Unrealized
(in thousands) Gains Losses Fair Value
September 30, 2025 $ 31,572 $ — $ — $ — $ 31,572
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 September 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.
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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 of marketable equity securities held by funds in the liquid securities strategy and equity investments held by two 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.
4. Intangible Assets
Intangible assets are composed of the following:
September 30, 2025 December 31, 2024
(In thousands) Carrying Amount (1)(2)
Accumulated Amortization (1)(2)
Net Carrying Amount (1)
Carrying Amount (1)(2)
Accumulated Amortization (1)(2)
Net Carrying Amount (1)
Investment management contracts $ 139,643 $ ( 112,991 ) $ 26,652 $ 138,494 $ ( 97,371 ) $ 41,123
Investor relationships 54,478 ( 29,209 ) 25,269 53,322 ( 24,761 ) 28,561
Trade name 4,300 ( 2,659 ) 1,641 4,300 ( 2,337 ) 1,963
Other (3)
1,518 ( 819 ) 699 1,518 ( 705 ) 813
$ 199,939 $ ( 145,678 ) $ 54,261 $ 197,634 $ ( 125,174 ) $ 72,460
__________
(1) Presented net of impairments and write-offs, if any.
(2) Exclude intangible assets that were fully amortized in prior years.
(3) Represents primarily the value of an acquired domain name.
Amortization expense for finite-lived intangible assets totaled $ 6.4 million and $ 7.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 19.7 million and $ 23.4 million for the nine months ended September 30, 2025 and 2024, respectively. There was no impairment of identifiable intangible assets in the periods presented.
Future Amortization of Intangible Assets
The following table presents the expected future amortization of finite-lived intangible assets:
Year Ending December 31,
(In thousands) Remaining 2025 2026 2027 2028 2029 2030 and thereafter Total
Amortization expense $ 5,882 $ 17,832 $ 12,062 $ 7,968 $ 3,155 $ 7,362 $ 54,261
5. Restricted Cash, Other Assets and Other Liabilities
Restricted Cash
Restricted cash represents primarily cash reserves that are maintained pursuant to the governing agreements of the securitized debt of the Company.
Other Assets
The following table summarizes the Company's other assets.
(In thousands) September 30, 2025 December 31, 2024
Prepaid taxes and deferred tax assets, net $ 4,637 $ 3,447
Operating lease right-of-use asset for corporate offices
22,491 28,901
Accounts receivable, net 3,179 3,003
Prepaid expenses 6,540 4,070
Other assets 902 2,202
Fixed assets, net (1)
7,588 9,712
Assets of discontinued operations (2)
306 445
45,643 51,780
Other assets of consolidated funds 1,647 724
Total other assets $ 47,290 $ 52,504
__________
(1) Net of accumulated depreciation of $ 9.6 million at September 30, 2025 and $ 10.0 million at December 31, 2024 .
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(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, 2025 December 31, 2024
Deferred investment management fees (Note 11) (1)
$ 28,621 $ 9,306
Interest payable on corporate debt
98 164
Common and preferred stock dividends payable 16,544 16,524
Current and deferred income tax liability
5,077 5,798
Accrued compensation 53,263 54,644
Accrued incentive fee and carried interest compensation 362,750 497,288
Operating lease liability for corporate offices
34,167 43,351
Contingent consideration payable—InfraBridge (Note 9)
2,400 6,100
DBRG stock warrants (Note 9)
500 700
Accounts payable and accrued expenses 36,098 26,213
Due to affiliates (Note 14)
1,222 1,675
Other liabilities 3,265 5,996
Liabilities of discontinued operations 278 259
544,283 668,018
Other liabilities of consolidated funds
Securities sold short
70,575 47,930
Due to custodians
11,011 9,121
Contingent consideration payable (Note 9)
14,801 —
Other liabilities 2,772 697
Total other liabilities $ 643,442 $ 725,766
__________
(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 September 30, 2025 and December 31, 2024. Deferred investment management fees recognized as income of $ 2.7 million and $ 1.8 million in the three months ended September 30, 2025 and 2024, respectively, and $ 4.0 million and $ 4.5 million in the nine months ended September 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 associated with its domestic entities, 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. subsidiary. As of September 30, 2025 and December 31, 2024 , a full valuation allowance has been established against the deferred tax assets of its domestic entities as the realizability of these deferred tax assets did not meet the more-likely-than-not threshold.
New U.S. Tax Legislation
On July 4, 2025, the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 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 was recognized beginning with the Company's interim period ended September 30, 2025, for which the effect was immaterial. The Company continues to evaluate 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.
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6. Debt
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.
Included in the September 30, 2025 balance is also debt of a consolidated fund.
September 30, 2025 December 31, 2024
(In thousands) Principal Deferred Financing Cost Amortized Cost Principal Deferred Financing Cost Amortized Cost
Recourse
Corporate debt—Securitized financing facility $ 300,000 $ ( 1,602 ) $ 298,398 $ 300,000 $ ( 3,638 ) $ 296,362
Non-recourse
Debt of consolidated fund (1)
29,547 — 29,547 — — —
$ 329,547 $ ( 1,602 ) $ 327,945 $ 300,000 $ ( 3,638 ) $ 296,362
__________
(1) Fund was consolidated during the third quarter of 2025. Debt of consolidated fund is non-recourse to the Company. This debt matures in April 2026, accrues paid-in-kind ("PIK") interest at 12 % per annum and is secured by the fund's equity investment.
Securitized Financing Facility
In July 2021, special-purpose subsidiaries of the OP (the "Co-Issuers") issued Series 2021-1 Secured Fund Fee Revenue Notes, composed of: (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 $ 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. 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 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:
($ in thousands) Outstanding Principal Interest Rate
(Per Annum) (1)
Anticipated Repayment Date (2)
Years Remaining to Maturity (2)
Class A-2 Notes
$ 300,000 3.93 % September 2026 1.0
Variable Funding Notes
— Adjusted 1-month Term SOFR + 3 %
September 2026 NA
__________
(1) Adjusted 1-month Term Secured Overnight Financing Rate ("SOFR") is the equivalent of 1-month Term SOFR plus 0.11448 %. Unused capacity under the VFN facility is subject to a commitment fee of 0.5 % per annum.
(2) The final maturity date of the Class A-2 Notes is in September 2051. 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. There is no prepayment penalty on the VFN. However, prepayment of the Class A-2 Notes will be subject to additional consideration based upon the difference between the present value of future payments of principal and interest and the outstanding principal of such Class A-2 Note that is being prepaid; or 1 % of the outstanding principal of such Class A-2 Note that is being prepaid in connection with a disposition of collateral.
The Indenture of the Series 2021-1 Notes contains various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined. As of the date of this filing, the Co-Issuers are in compliance with all of the financial covenants.
Exchangeable Senior Notes
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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7. Stockholders' Equity
The table below summarizes the share activities of the Company's preferred stock and common stock.
Number of Shares
(In thousands) Preferred Stock Class A
Common Stock
Class B
Common Stock (1)
Shares outstanding at December 31, 2023 32,876 163,209 166
Exchange of notes for class A common stock — 8,245 —
Shares issued upon redemption of OP units — 252 —
Settlement of Wafra contingent consideration (2)
— 1,020 —
Equity awards issued, net of forfeitures — 1,770 —
Shares canceled for tax withholding on vested equity awards — ( 481 ) —
Shares outstanding at September 30, 2024 32,876 174,015 166
Shares outstanding at December 31, 2024 32,876 174,202 150
Shares issued upon redemption of OP units — 6,128 —
Conversion of class B to class A common stock — 150 ( 150 )
Equity awards issued, net of forfeitures — 2,761 —
Shares canceled for tax withholding on vested equity awards — ( 626 ) —
Shares outstanding at September 30, 2025 32,876 182,615 —
__________
(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.
(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.
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, 2025:
Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding
(in thousands)
Par Value
(in thousands)
Liquidation Preference
(in thousands)
Earliest Redemption Date
Series H 7.125 % April 2015 8,395 $ 84 $ 209,870 Currently redeemable
Series I 7.15 % June 2017 12,867 129 321,668 Currently redeemable
Series J 7.125 % September 2017 11,614 116 290,361 Currently redeemable
32,876 $ 329 $ 821,899
All series of preferred stock are at parity with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding up of the Company. Dividends are payable quarterly in arrears in January, April, July and October.
Each series of preferred stock is redeemable on or after the earliest redemption date for that series at $ 25.00 per share plus accrued and unpaid dividends (whether or not declared) prorated to their redemption dates, exclusively at the Company’s option. The redemption period for each series of preferred stock is subject to the Company’s right under limited circumstances to redeem the preferred stock upon the occurrence of a change of control (as defined in the articles supplementary relating to each series of preferred stock).
Preferred stock generally does not have any voting rights, except if the Company fails to pay the preferred dividends for six or more quarterly periods (whether or not consecutive). Under such circumstances, the preferred stock will be entitled to vote, together as a single class with any other series of parity stock upon which like voting rights have been conferred and are exercisable, to elect two additional directors to the Company’s board of directors, until all unpaid dividends have been paid or declared and set aside for payment. 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.
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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
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. 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.
Stock Repurchases
The Company does not currently have an authorized stock repurchase program.
Accumulated Other Comprehensive Income (Loss)
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)
Foreign Currency Translation Gain (Loss)
AOCI at December 31, 2023 $ 1,411
Other comprehensive income (loss) before reclassifications 1,919
Amounts reclassified from AOCI (1)
( 17 )
AOCI at September 30, 2024 $ 3,313
AOCI at December 31, 2024 $ 505
Other comprehensive income (loss) 5,363
AOCI at September 30, 2025 $ 5,868
__________
(1) Represent the release of foreign currency cumulative translation adjustments.
8. Noncontrolling Interests
Redeemable Noncontrolling Interests
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,
(In thousands) 2025 2024
Redeemable noncontrolling interests
Beginning balance $ 24,356 $ 17,862
Contributions 1,500 4,400
Distributions paid and payable, including redemptions ( 1,273 ) ( 206 )
Net income (loss) 2,445 1,471
Ending balance $ 27,028 $ 23,527
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Noncontrolling Interests in Operating Company
Certain current and former employees of the Company directly or indirectly own interests in OP, presented as noncontrolling interests in the Operating Company. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s OP units for cash based on the market value of an equivalent number of shares of the Company's class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis. At the end of each period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP.
Redemption of OP units —The Company redeemed OP units totaling 6,128,237 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.
9. Fair Value
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. 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.
Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument.
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 the reporting date could result in a higher or lower fair value, and realized value may differ from the estimated unrealized fair value.
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Fair Value Measurement Hierarchy
(In thousands) Level 1 Level 2 Level 3 Total
September 30, 2025
Assets
Investments (Note 3)
Other equity investments—Marketable equity securities $ 358 $ — $ — $ 358
CLO subordinated notes — — 31,572 31,572
Equity investments of consolidated funds 110,055 — 228,901 338,956
Fair Value Option:
Equity method investment — — 141,643 141,643
Liabilities
Other liabilities
InfraBridge contingent consideration
— — 2,400 2,400
DBRG stock warrants
— — 500 500
Securities of consolidated fund sold short
70,575 — — 70,575
Contingent consideration of consolidated fund — — 14,801 14,801
December 31, 2024
Assets
Investments (Note 3)
Other equity investments—Marketable equity securities $ 242 $ — $ — $ 242
CLO subordinated notes — — 35,122 35,122
Equity investments of consolidated funds 83,269 — 63,154 146,423
Fair Value Option:
Equity method investment — — 137,154 137,154
Liabilities
Other liabilities
InfraBridge contingent consideration
— — 6,100 6,100
DBRG stock warrants
— — 700 700
Securities of consolidated fund sold short
47,930 — — 47,930
Equity Investments of Consolidated Funds
Equity investments of consolidated funds include marketable equity securities held by our liquid strategy funds and equity investments held by two single asset funds. The marketable equity securities comprise publicly listed stocks in U.S. and Europe, primarily in the digital infrastructure, real estate, technology, media and telecommunications sectors, valued based upon listed prices in active markets, classified as Level 1. Other equity investments, in data centers or digital media, were valued based upon either a market approach that considered revenue multiples of other comparable companies at September 30, 2025 and December 31, 2024 or using the transacted price for a recent fund acquisition as of September 30, 2025, classified as level 3.
Fair Value Option
Equity Method Investments
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 the portfolio company's projected earnings, discounting unlevered cash flows at an 8.1 % weighted average cost of capital at September 30, 2025, and levered cash flows at a cost of equity of 11.0 % at 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.
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, 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.
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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 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 September 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 44.8 % ( 34.7 % at December 31, 2024); (b) closing stock price of DBRG's class A common stock on the last trading day of the quarter; (c) the strike price for each warrant; (d) remaining term to expiration of the warrants; and (e) risk free rate of 3.74 % per annum ( 4.21 % per annum at December 31, 2024), derived from the daily U.S. Treasury yield curve rates to correspond to the remaining term to expiration of the warrants.
Contingent Consideration—InfraBridge
In connection with the Company's acquisition of InfraBridge in February 2023, contingent consideration may become payable by the Company if prescribed fundraising targets are met for follow-on InfraBridge flagship funds and co-investments. The contingent consideration was measured at September 30, 2025 and December 31, 2024 by applying a probability-weighted approach to the likelihood of meeting various fundraising targets and discounting 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.
Contingent Consideration—Consolidated Fund
In connection with a consolidated fund's acquisition of equity interests in a portfolio company, contingent consideration may become payable by the fund if a prescribed earnings target is achieved by the portfolio company. The contingent consideration, inclusive of PIK interest accrued at 12 % per annum through the first earnout period, was valued at September 30, 2025 using the average result from a probabilistic simulation model that applied a volatility of 22 % and discount rate of 13 % to the portfolio company earnings, classified as Level 3 of the fair value hierarchy. Changes in fair value of the contingent consideration is reflected as an equivalent change in the cost of the fund's corresponding investment, with no effect to earnings.
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Changes in Level 3 Fair Value
The following table presents changes in recurring Level 3 fair value assets held for investment. Realized and unrealized gains (losses) are included in other gain (loss).
Level 3 Assets Level 3 Liabilities
Fair Value Option - Equity Method Investments Equity Investments of Consolidated Funds DBRG Stock Warrants Contingent Consideration — InfraBridge
Contingent Consideration — Consolidated Fund
(In thousands)
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 ( 2,315 ) 40,154 4,200 2,238 —
Reclassification to equity — — 33,000 — —
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 $ —
Fair value at December 31, 2024 $ 137,154 $ 63,154 $ ( 700 ) $ ( 6,100 ) $ —
Contributions — 40,683 — — —
Consolidation of sponsored fund — 115,539 — — ( 11,186 )
Change in consolidated fund's share of interest in portfolio company (1)
— 8,779 — — ( 2,996 )
Change in fair value of contingent consideration of consolidated fund — 619 — — ( 619 )
Unrealized gain (loss) in earnings, net 4,489 127 200 3,700 —
Fair value at September 30, 2025 $ 141,643 $ 228,901 $ ( 500 ) $ ( 2,400 ) $ ( 14,801 )
Net unrealized gain (loss) in earnings on instruments held at September 30, 2025 $ 4,489 $ 127 $ 200 $ 3,700 $ —
__________
(1) Represents additional allocation to consolidated fund following further syndication of interest in portfolio company from a non-consolidated fund to the consolidated fund.
Nonrecurring Fair Values
The Company measures fair value of certain assets on a nonrecurring basis: (i) on the acquisition date for business combinations; (ii) when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable or based upon 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, an adjustment of asset values due to impairment or observable price changes.
At September 30, 2025, there were no assets measured at fair value on a nonrecurring basis. At December 31, 2024, certain equity investments accounted under the measurement alternative were carried at estimated fair values of $ 15.0 million based upon pricing from a recent funding, or applying a probability-weighted approach to different recovery outcomes, representing level 3 fair values.
Fair Value of Financial Instruments Reported at Cost
The Company's debt obligation, specifically its secured fund fee revenue notes had fair values of $ 294.6 million at September 30, 2025 and $ 285.8 million at December 31, 2024, estimated based upon indicative quotes. The carrying value of debt of consolidated fund approximates its fair value at September 30, 2025 given its short remaining term to maturity.
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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10. Earnings per Share
The following table presents the basic and diluted earnings per common share computations.
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data) 2025 2024 2025 2024
Net income (loss) allocated to common stockholders
Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc. $ 31,497 $ 12,433 $ 79,272 $ 88,032
Preferred dividends ( 14,661 ) ( 14,661 ) ( 43,981 ) ( 43,981 )
Income (Loss) allocated to participating securities ( 385 ) ( 33 ) ( 727 ) ( 575 )
Income (Loss) from continuing operations attributable to common stockholders 16,451 ( 2,261 ) 34,564 43,476
Income (Loss) from discontinued operations attributable to common stockholders ( 83 ) 1,345 ( 2,454 ) ( 12,459 )
Net income (loss) attributable to common stockholders—basic 16,368 ( 916 ) 32,110 31,017
Interest expense attributable to exchangeable notes (Note 6)
— — — 443
Net income (loss) allocated to common stockholders—basic and diluted $ 16,368 $ ( 916 ) $ 32,110 $ 31,460
Weighted average common shares outstanding
Weighted average number of common shares outstanding—basic 178,183 171,542 174,331 167,725
Weighted average effect of dilutive shares (1)(2)(3)
323 — 170 3,483
Weighted average number of common shares outstanding—diluted 178,506 171,542 174,501 171,208
Income (Loss) per share—basic
Income (Loss) from continuing operations $ 0.09 $ ( 0.02 ) $ 0.19 $ 0.25
Income (Loss) from discontinued operations 0.00 0.01 ( 0.01 ) ( 0.07 )
Net income (loss) attributable to common stockholders per common share—basic $ 0.09 $ ( 0.01 ) $ 0.18 $ 0.18
Income (Loss) per share—diluted
Income (Loss) from continuing operations $ 0.09 $ ( 0.02 ) $ 0.19 $ 0.25
Income (Loss) from discontinued operations 0.00 0.01 ( 0.01 ) ( 0.07 )
Net income (loss) attributable to common stockholders per common share—diluted $ 0.09 $ ( 0.01 ) $ 0.18 $ 0.18
__________
(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 148,774 for the three months ended September 30, 2025, and 80,761 and 71,569 for the nine months ended September 30, 2025 and 2024, respectively; (ii) DBRG stock warrants that were in-the-money (Note 9) of 173,851 and 89,060 for the three and nine months ended September 30, 2025, respectively; (iii) Wafra contingent consideration which was settled in March 2024 (Note 7) of 335,171 for the nine months ended September 30, 2024; and (iv) exchangeable senior notes which are no longer outstanding effective April 2024 (Note 6) of 3,076,309 shares for the nine months ended September 30, 2024.
(2) The calculation of diluted earnings per share excludes the effects of the following as their inclusion would be antidilutive: (i) performance stock units (Note 12) of 509,161 for the three months ended September 30, 2024 and (ii) DBRG stock warrants that were in-the-money (Note 9) of 485,841 and 816,572 for the three and nine months ended September 30, 2024, respectively.
(3) OP units may be redeemed for registered or unregistered class A common stock of the Company on a one -for-one basis and are not dilutive. At September 30, 2025 and 2024, 5,795,134 and 12,123,371 of OP units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented.
11. Fee Revenue
The following table presents the Company's fee revenue by type.
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2025 2024 2025 2024
Management fees
$ 93,206 $ 76,011 $ 267,439 $ 223,542
Incentive fees
— 291 606 2,823
Other fees
94 280 656 1,777
Total fee revenue $ 93,300 $ 76,582 $ 268,701 $ 228,142
Management Fees — Management fees are generally calculated based upon the following per annum contractual rates:
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• 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; and
• 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.
Incentive Fees —The Company is entitled to incentive fees from sub-advisory accounts in its liquid securities strategy. Incentive fees are determined based upon the performance of the respective accounts, subject to the achievement of specified return thresholds in accordance with the terms set out in their respective governing agreements. 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 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. Three funds met the concentration criteria, aggregating to 64.1 % and 64.4 % of total management fees for the three and nine months ended September 30, 2025, respectively.
12. Equity-Based Compensation
Equity-based awards granted prior to the end of March 2024, including the Company's annual equity awards, were granted under the DigitalBridge Group, Inc. 2014 Omnibus Stock Incentive Plan (the "2014 Equity Incentive Plan), which expired at the end of March 2024.
At the end of April 2024, the Company's shareholders approved the 2024 Omnibus Stock Incentive Plan (the "2024 Equity Incentive Plan"). The 2024 Equity Incentive Plan, consistent with the previous plan, provides for the grant of restricted stock, performance stock units ("PSUs"), Long Term Incentive Plan ("LTIP") units, restricted stock units ("RSUs"), deferred stock units ("DSUs"), options, warrants or rights to purchase shares of the Company's common stock, cash incentives and other equity-based awards to the Company's officers, directors (including non-employee directors), employees, co-employees, consultants or advisors of the Company or of any parent or subsidiary who provides services to the Company, but excluding employees of portfolio companies. Shares reserved for the issuance of awards under the 2024 Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events. The number of shares of class A common stock reserved and available for issuance under the 2024 Equity Incentive Plan as of its adoption in April 2024 is 5.5 million shares.
Restricted Stock — Restricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, subject to a service condition or a combination of both a service and performance condition, generally with annual time-based vesting in equal tranches over a three-year period, or for certain awards, a two-year cliff vesting. 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 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. RSUs are initially valued based upon the Company's class A common stock price on grant date and not subsequently remeasured for equity-classified awards, while liability-classified awards are remeasured at fair value at the end of each reporting period until the award is fully vested. Equity-based compensation expense is
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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.
Performance Stock Units — PSUs are granted to senior executives, and are subject to a service condition in combination with either a market condition or a performance condition.
Following the end of the measurement period, the recipients of PSUs who remain employed will vest in, and be issued a number of shares of the Company's class A common stock, generally ranging from 0 % to 200 % of the number of PSUs granted. For market condition awards, this is determined based upon the performance of the Company's class A common stock over a three-year measurement period relative to a specified peer group (such measurement metric the "relative total shareholder return"). 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. PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.
The relative total shareholder return metric was valued using a Monte Carlo simulation under a risk-neutral premise, applying the following assumptions. This forms the fair value of market condition awards. 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.
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 %
Risk-free rate (per annum) (2)
3.9 % 4.5 % 3.8 %
__________
(1) Based upon historical volatility of the Company's stock and those of a specified peer group.
(2) Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.
Fair value of PSU awards is recognized on a straight-line basis over their measurement period as compensation expense. With respect to performance condition awards, expense recognition occurs only if and when it is probable that the cumulative DE per share targets will be achieved and subject to reversal if no longer probable. In contrast, expense recognized on market condition awards is not subject to reversal even if the total shareholder return metric is not achieved.
The dividend equivalent right is accounted for as a liability-classified award. The fair value of the dividend equivalent right is recognized as compensation expense on a straight-line basis over the measurement period, and is subject to adjustment to fair value at each reporting period.
LTIP units — LTIP units are units in the Operating Company that are designated as profits interests for federal income tax purposes. Unvested LTIP units that are subject to market conditions do not accrue distributions. Each vested LTIP unit is convertible, at the election of the holder (subject to capital account limitation), into one common OP unit and upon conversion, subject to the redemption terms of OP units (Note 7).
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 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. 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.
Deferred Stock Units — Certain non-employee directors may elect to defer the receipt of annual base fees and/or restricted stock awards, and in lieu, receive awards of DSUs. DSUs awarded in lieu of annual base fees are fully vested on their grant date, while DSUs awarded in lieu of restricted stock awards vest one year from their grant date. DSUs are entitled to a dividend equivalent, in the form of additional DSUs based on dividends declared and paid on the Company's class A common stock, subject to the same restrictions and vesting conditions, where applicable. Upon separation of service from the Company, vested DSUs will be settled in shares of the Company’s class A common stock. Fair value of
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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 in continuing operations is presented on the consolidated statement of operations, as follows.
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands)
2025 2024 2025 2024
Compensation expense $ 8,827 $ 8,828 $ 27,172 $ 35,683
Administrative expense 149 — 388 —
$ 8,976 $ 8,828 $ 27,560 $ 35,683
Changes in unvested equity awards are summarized below.
Weighted Average
Grant Date Fair Value
Restricted Stock LTIP units (1)
DSUs RSUs (2)
PSUs (3)
Total PSUs All Other Awards
Unvested shares and units at December 31, 2024
3,199,827 125,000 30,819 13,305 631,257 4,000,208 $ 16.29 $ 15.68
Granted 2,809,311 — 46,412 832,574 485,902 4,174,199 9.32 9.86
Vested ( 1,869,769 ) — ( 31,373 ) ( 4,435 ) — ( 1,905,577 ) — 15.45
Forfeited ( 52,474 ) — — ( 181,452 ) ( 185,675 ) ( 419,601 ) 27.36 11.21
Unvested shares and units at September 30, 2025
4,086,895 125,000 45,858 659,992 931,484 5,849,229 10.45 11.61
__________
(1) Represents the number of LTIP units granted subject to vesting upon achievement of market condition. LTIP units that do not meet the market condition within the measurement period are forfeited.
(2) Represents the number of RSUs granted subject to vesting upon achievement of performance condition. RSUs that do not meet the performance condition at the end of the measurement period are forfeited.
(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 $ 2.0 million and $ 1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 18.9 million and $ 31.7 million for the nine months ended September 30, 2025 and 2024, respectively.
At September 30, 2025, aggregate unrecognized compensation cost for all unvested equity awards was $ 35.9 million, which is expected to be recognized over a weighted average period of 2.0 years.
13. 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) has equity holders who lack the characteristics of a controlling financial interest; 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.
Operating Subsidiary
The Company's operating subsidiary, OP, is a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds the majority of membership interest in OP, acts as the managing member of OP and exercises full responsibility, discretion and control over the day-to-day management of OP. The noncontrolling interests in OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of noncontrolling interest members (including by such a member unilaterally). The absence of such rights, which represent voting rights in a limited partnership equivalent structure, would render OP to be a VIE. The Company, as managing member, has the power to direct the core activities of OP that most significantly affect OP's performance, and through its majority interest in OP, has both the right to receive benefits from and the obligation to absorb losses of OP. Accordingly, the Company is the primary beneficiary of OP and consolidates OP. As the Company conducts its business and holds its assets and liabilities through OP, the total
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assets and liabilities, earnings (losses), and cash flows of OP represent substantially all of the total consolidated assets and liabilities, earnings (losses), and cash flows of the Company.
Company-Sponsored Funds
The Company sponsors funds and other investment vehicles as general partner for the purpose of providing investment management services in exchange for management fees and carried interest. These funds are established as limited partnerships or equivalent structures. Limited partners of the funds do not have either substantive liquidation rights, or substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of limited partners or by a single limited partner. Accordingly, the absence of such rights, which represent voting rights in a limited partnership, results in the funds being considered VIEs. The nature of the Company's involvement with its sponsored funds comprise fee arrangements and equity interests in its capacity as general partner and general partner affiliate. The fee arrangements are commensurate with the level of management services provided by the Company, and contain terms and conditions that are customary to similar at-market fee arrangements.
Consolidated Company-Sponsored Funds —The Company currently consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner. 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 $ 105.4 million at September 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. At September 30, 2025, the Company has a $ 7.1 million unfunded commitment to a fund that was consolidated during the third quarter of 2025.
The following table presents the assets and liabilities of the consolidated funds:
(In thousands) September 30, 2025 December 31, 2024
Assets
Cash and cash equivalents $ 70,801 $ 62,630
Investments (Note 3)
338,956 146,423
Other assets 1,646 724
$ 411,403 $ 209,777
Liabilities
Debt (Note 6)
$ 29,547 $ —
Other liabilities
Securities sold short 70,575 47,930
Due to custodian 11,011 9,121
Contingent consideration (Note 9 )
14,801 —
Other 2,772 697
$ 128,706 $ 57,748
Unconsolidated Company-Sponsored Funds —The Company does not consolidate its sponsored funds where it has insignificant equity interests in these funds as general partner. As such interests absorb insignificant variability from the fund, the Company is considered to be acting in the capacity of an agent of the fund and is therefore not the primary beneficiary of these funds. 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 $ 2.1 billion at September 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 September 30, 2025, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 182.3 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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14. Transactions with Affiliates
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; and (iii) directors and employees of the Company.
Amounts due from and due to affiliates consist of the following:
(In thousands) September 30, 2025 December 31, 2024
Due from Affiliates
Investment vehicles and portfolio companies
Fee revenue $ 80,087 $ 103,402
Cost reimbursements and recoverable expenses 14,847 19,111
Employees and other affiliates 1,016 1,673
$ 95,950 $ 124,186
Due to Affiliates (Note 5)
Other affiliates $ 1,222 $ 1,675
Significant transactions with affiliates include the following:
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 fees from sub-advisory accounts and generally, other fee revenue.
Cost Reimbursements and Recoverable Expenses— The Company receives reimbursements and recovers certain costs paid on behalf of investment vehicles sponsored by the Company, which include: (i) organization and offering costs related to formation and capital raising of the investment vehicles up to specified thresholds; (ii) professional fees incurred in performing investment due diligence; 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 $ 2.0 million and $ 2.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 6.9 million and $ 8.0 million for the nine months ended September 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. The warehoused investments are transferred to the investment vehicle when sufficient third party capital, including debt, is raised. 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. Messrs. 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 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. Such investments made by the Company include ongoing payments for the build-out of expansion capacity, including lease-up of the expanded capacity and existing inventory, in Vantage SDC.
With respect to investment vehicles sponsored by the Company for which Messrs. Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest entitlement attributed to such investments by Messrs. 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 $ 64.6 million at September 30, 2025 and $ 121.1 million at December 31, 2024. Carried interest allocated are recorded as net loss attributable to noncontrolling interests totaling $ 15.7 million and $ 56.5 million
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for the three and nine months ended September 30, 2025, respectively, and net income attributable to noncontrolling interests totaling $ 1.6 million and $ 8.9 million for the three and nine months ended September 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 $ 61.9 million at September 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 $ 3.8 million for the three months ended September 30, 2025 and 2024, respectively, and net income of $ 2.8 million and $ 5.7 million for the nine months ended September 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.
Private Aircraft— P ursuant to Mr. Ganzi’s employment agreement, the Company has agreed to reimburse Mr. Ganzi for the variable costs of business travel on a chartered or private jet (including any aircraft that Mr. Ganzi may partially or fully own), provided that the Company will not reimburse the allocable share (based on the total number of passengers) of such variable costs for any passenger who is not traveling on Company business. The Company has also agreed to reimburse Mr. Ganzi for the cost of up to 100 hours of personal travel, which is treated as a compensatory arrangement. Additionally, the Company has agreed to reimburse Mr. Ganzi for a proportional share of the fixed cash costs of any aircraft partially or fully owned by Mr. Ganzi. 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. Ganzi and expenses reimbursed or are reimbursable to Mr. Ganzi associated with the use of private aircraft (including both aircraft owned by Mr. Ganzi and third party chartered flights) to taled $ 0.8 million and $ 2.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 3.5 million and $ 5.6 million for the nine months ended September 30, 2025 and 2024, respectively.
15. Segment Reporting
Beginning in 2024, the entirety of the Company's business, inclusive of all income and expense from continuing operations of the Company as a whole, is reported as a single reportable segment. 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 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.
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Segment Results of Operations
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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenues
Fee revenue $ 93,300 $ 76,582 $ 268,701 $ 228,142
Carried interest allocation ( 120,213 ) ( 15,799 ) ( 290,751 ) 263,967
Principal investment income 25,325 9,955 51,069 28,782
Other income 5,406 5,387 17,039 19,963
Total revenues 3,818 76,125 46,058 540,854
Expenses
Compensation expense—cash and equity-based 49,315 43,426 142,427 146,271
Compensation expense—incentive fee and carried interest allocation ( 54,000 ) ( 8,474 ) ( 119,676 ) 163,242
Administrative and other expenses 15,118 27,193 42,504 78,011
Interest expense 4,731 4,129 13,199 12,457
Transaction-related costs 956 1,771 9,585 3,202
Depreciation and amortization 7,130 8,227 22,941 25,491
Total expenses 23,250 76,272 110,980 428,674
Other income (loss)
Other gain (loss), net 6,493 47,927 15,037 50,843
Income (loss) from continuing operations before income taxes ( 12,939 ) 47,780 ( 49,885 ) 163,023
Income tax benefit (expense) 221 ( 887 ) ( 833 ) ( 2,126 )
Income (loss) from continuing operations ( 12,718 ) 46,893 ( 50,718 ) 160,897
Income (loss) from continuing operations attributable to noncontrolling interests:
Redeemable noncontrolling interests 1,796 580 2,445 1,471
Investment entities ( 46,577 ) 34,024 ( 134,244 ) 68,412
Operating Company 566 ( 144 ) 1,809 2,982
Income (loss) from continuing operations attributable to DigitalBridge Group, Inc. $ 31,497 $ 12,433 $ 79,272 $ 88,032
Preferred stock dividends 14,661 14,661 43,981 43,981
Income (loss) from continuing operations attributable to common stockholders $ 16,836 $ ( 2,228 ) $ 35,291 $ 44,051
Reconciliation of segment earnings measure to consolidated statement of operations:
Income (loss) from continuing operations attributable to common stockholders $ 16,836 $ ( 2,228 ) $ 35,291 $ 44,051
Income (loss) from discontinued operations attributable to common stockholders ( 83 ) 1,345 ( 2,454 ) ( 12,459 )
Net income (loss) attributable to common stockholders $ 16,753 $ ( 883 ) $ 32,837 $ 31,592
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Geography
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 September 30, Nine Months Ended September 30,
(In thousands)
2025 2024 2025 2024
Total revenues by geography:
United States $ ( 7,598 ) $ 60,779 $ 3,747 $ 489,751
Europe (1)
8,784 13,205 34,562 43,079
Other 634 22 803 70
Total (2)
$ 1,820 $ 74,006 $ 39,112 $ 532,900
(In thousands) September 30, 2025 December 31, 2024
Long-lived assets by geography:
United States $ 17,623 $ 17,514
Europe 11,318 18,547
Other 1,138 2,551
Total (3)
$ 30,079 $ 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.
16. Commitments and Contingencies
Litigation
The Company may be involved in litigation and other proceedings that arise in the ordinary course of business. As of September 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.
17. Subsequent Events
No subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes.
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FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the safe harbor provisions contained therein. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this Quarterly Report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. 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 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 materials and services to our managed companies;
• 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;
• our ability to appropriately manage conflicts of interest;
• 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 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;
• the ability of our portfolio companies to attract and retain key customers and to provide reliable services without disruption;
• any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims;
• our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all;
• the general volatility of the securities markets in which we participate;
• the market value of our assets and effects of hedging instruments on our assets;
• the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection and new SEC rules governing investment advisers;
• whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated;
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• our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended;
• changes in our board of directors or management team, and availability of qualified personnel;
• our ability to make or maintain distributions to our stockholders; and
• our understanding of and ability to successfully navigate the competitive landscape in which we and our managed companies operate.
While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. 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, 2024 and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers of this Quarterly Report should also read our other periodic filings made with the Securities and Exchange Commission (the "SEC") and other publicly filed documents for further discussion regarding such factors.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.