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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-21 · 196 added, 232 removed, 328 unchanged (57% of the section changed)

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Significant Developments

The following summarizes significant developments that affected our business and results of operations in 2024 and through the date of this filing.

The following summarizes significant developments that affected our business and results of operations in 2025.

Proposed Acquisition of DBRG

• On December 29, 2025, DBRG entered into a definitive agreement to be acquired indirectly by SoftBank for $16.00 in cash per common share and OP common units that are not held by DBRG and the Operating Company (unless otherwise agreed by a holder of OP units and SoftBank through its indirect subsidiary).

The transaction is expected to close in the second half of 2026, subject to approval by DBRG's common stockholders and other customary closing conditions.

The preferred stock of DBRG and the Operating Company will remain outstanding.

Warrants to purchase DBRG's common stock will be treated in accordance with the terms of the applicable warrant agreements.

Capital Raise

• In 2024, we raised $9.0 billion of capital, primarily for various co-investment vehicles and the third series in our flagship value-add strategy.

• In 2024, we further reduced our leverage with the full exchange/redemption of our remaining $78 million of 5.75% senior notes, which resulted in annual interest savings of approximately $4.5 million.

$73 million of note principal was exchanged for 8.2 million shares of the Company's class A common stock and $5 million of note principal was redeemed for cash.

Return of Capital

• We completed the monetization of marketable equity securities that form non-core investments for total net proceeds of $43 million.

• In February 2025, we received proceeds of approximately $59 million in connection with our participation in a secondary sale of equity by our DataBank portfolio company and approximately $1 million of net carried interest.

• In 2025, we raised $5.6 billion of capital, primarily for DigitalBridge Partners III ("DBP III"), our third flagship digital infrastructure fund which had its final closing on October 31, 2025, and various co-investment vehicles.

DBP III fund commitments totaled $7.2 billion, inclusive of $150 million of our commitments as general partner and general partner affiliate.

Realization of Investment

• In connection with our participation in a secondary sale of equity by our DataBank portfolio company in February 2025, we received proceeds of approximately $59.7 million, representing $34.0 million realized principal investment income, $24.8 million return of capital and our share of carried interest of $0.9 million.

Operating Metrics

Fee Earning Equity Under Management

We present below our FEEUM, which is a key operating metric in the alternative investment management industry.

Our calculation of FEEUM may differ from other investment managers, and as a result, may not be directly comparable to similar measures presented by other investment managers.

FEEUM represents the total capital managed by the Company and its affiliates which earns fee income.

FEEUM is generally based upon committed capital, invested capital, NAV or gross asset value ("GAV"), pursuant to the terms of each underlying investment management agreement.

Presented below is total FEEUM by product:

(In billions) December 31, 2025 December 31, 2024

Fee Earning Equity Under Management

DBP Series $ 17.8 $ 15.9

Co-Investment Vehicles 15.2 11.5

InfraBridge 3.6 3.7

Core, Credit and Liquid Strategies 3.2 3.2

Separately Capitalized Portfolio Companies 1.2 1.2

$ 41.0 $ 35.5

The following table summarizes changes in FEEUM:

Year Ended December 31, 2025

(In billions)

Fee Earning Equity Under Management

Balance at January 1 $ 35.5

Market activity (3)

Balance at December 31

(1) Inflows include closing on new capital raised where fees are earned on committed capital, deployment of capital where fees are earned on invested capital, new subscriptions where fees are based on NAV, other changes in invested capital such as the effect of recapitalization and syndication, and FEEUM from acquired investment vehicles.

(2) Outflows include redemptions and withdrawals in Liquid Strategies, realizations where fees are based on invested capital, other changes in invested capital such as the effect of recapitalization and syndication, change in fee basis from committed to invested capital, permanent write-down in investment values, and expiration of fee paying capital.

(3) Market activity includes changes in investment value based on NAV or GAV, and the effect of foreign exchange rates.

FEEUM increased $5.5 billion or 15% to $41.0 billion at December 31, 2025, driven by capital raise for our third flagship fund and new co-investment vehicles, as well as deployment of previously raised capital.

This was partially offset by the effects of investor redemption and investment recapitalizations.

Fund Performance Metrics

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Investment Value MOIC (8) (10)

Unrealized Realized (5)

Unrealized (5)

Gross Net Gross Net

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(4) Available capital represents unfunded commitments, including recallable capital.

(5) Unrealized value represents total fair value of investments, net of outstanding balance under the fund’s credit facility, if any.

(6) Realized value represents proceeds from dispositions that have closed and all earnings from both realized and unrealized investments, including interest, dividend and ticking fees.

(7) Total value is the sum of unrealized fair value and realized value of investments.

(7) Total investment gross multiple of invested capital ("MOIC") is calculated as total value of investments, that is realized proceeds and unrealized fair value, divided by invested capital, without giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

Total investment net MOIC is calculated as total value of investments, that is realized proceeds and unrealized fair value, divided by invested capital, after giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

(8) Total gross multiple of invested capital ("MOIC") is calculated as the limited partners' portion of the fair value of unrealized investments, net of outstanding balance funded through the fund's credit facility, if any, plus any accrued but unpaid interest and coupon payments received, and limited partner realized distributions gross of general partner carried interest, divided by total limited partner contributions, without giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

Total net MOIC is calculated as the limited partners' portion of the fund's NAV plus limited partner realized distributions net of carried interest, divided by total limited partner contributions, after giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

MOIC calculations exclude capital not subject to fees and/or carried interest, including general partner and general partner affiliate capital.

MOICs are calculated at the fund level and do not reflect MOICs at the individual investor level.

(8) Gross internal rate of return ("IRR") represents annualized time-weighted return on invested capital based upon total value of investments, that is realized proceeds and unrealized fair value, without giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

Gross IRR is calculated from the date of investment fundings (taking into account the benefit of any credit facility at the fund level) to the date of investment distributions.

For unrealized investments, gross IRR assumes a liquidating distribution equal to the investment fair value, net of amounts funded through the fund's credit facility, if any.

(9) Gross internal rate of return ("IRR") represents annualized money-weighted return on invested capital based upon total value of limited partner contributions, that is limited partner realized distributions and limited partner unrealized NAV (based upon fair value of unrealized investments), without giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

Gross IRR is calculated from the date of the first capital call from limited partners (and therefore taking into account the use of any credit facility at the fund level) through the date of limited partner distributions for realized investments.

For funds with unrealized investments, gross IRR uses a liquidating distribution equal to the limited partners' portion of the fair value of unrealized investments, net of outstanding amounts funded through the fund's credit facility, if any.

Gross IRR is calculated at the fund level and does not reflect gross IRR of any individual investor due to timing of investor level inflows and outflows, among other factors.

Net IRR is gross IRR after giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

Net IRR is calculated at the individual investor level based upon timing and amount of fee-paying third party investor level inflows and outflows, and excludes capital not subject to fees and/or carried interest, including general partner and general partner affiliate capital.

If an investment is later syndicated to third-party investor(s), the IRRs will include cash flows associated with such syndication.

This treatment with respect to syndications was implemented in fiscal year 2024 and applied on a life-to-date basis for all funds presented.

Net IRR is gross IRR after giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

Net IRR is calculated at the total fee-paying limited partner level and based upon the timing and amount of fee-paying third party limited partner inflows and outflows, and excludes capital not subject to fees and/or carried interest, including the portion of capital attributable to the general partner and general partner affiliate.

As fees may vary by individual investor, net IRR does not represent the return of any individual investor.

With respect to funds that have utilized borrowings from a credit facility to fund portfolio investments, organization expenses, partnership expenses, management fees, or other amounts in lieu of calling capital from limited partners for such purposes, gross and net IRR of the fund differs from what the IRR would have been if such borrowings or financings had not been utilized.

Because IRR is calculated based on the actual dates of capital contributions from, and distributions to, limited partners (rather than based on the timing of when investments were made, for example), the use of such borrowings and financings in lieu or in advance of calling capital delays capital contributions from limited partners, generally resulting in higher IRRs than if such borrowings or financings had not been utilized and capital was called earlier from limited partners..

(10) Our funds generally permit us to recycle certain capital distributed to limited partners during certain time periods.

The exclusion of recycled capital generally causes invested and realized amounts to be lower and MOICs to be higher than had recycled capital been included.

In addition, for funds that utilize a subscription line credit facility in advance of receiving capital contributions from investors, reported IRRs may be higher or lower than if such facility had not been utilized.

Results of Operations

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Fee revenue $ 374,447 $ 329,693 $ 44,754

Carried interest allocation 218,250 363,075 (144,825)

Carried interest allocation (reversal) (376,174) 218,250 (594,424)

Principal investment income 73,119 30,023 43,096

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Compensation expense—cash and equity-based 190,450 181,821 8,629

Compensation expense—incentive fee and carried interest allocation 144,650 186,030 (41,380)

Compensation expense—incentive fee and carried interest allocation (reversal) (137,092) 144,650 (281,742)

Administrative and other expenses 64,247 114,985 (50,738)

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141,874 70,522 71,352

Preferred stock repurchases — (927) 927

Preferred stock dividends 58,641 58,641 —

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Total revenues were $94.0 million in 2025 and $607.0 million in 2024.

The decrease of $214.4 million was driven by significant variability in unrealized carried interest and principal investment income, notwithstanding a $65.6 million increase in fee revenue.

The large swings in total revenues were driven by significant variability in unrealized carried interest, specifically large net reversals in 2025 and net positive allocations in 2024.

This was partially offset by increases to fee revenue in 2025, driven by capital formation in our third flagship fund.

The key components of revenue are discussed in more detail below.

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$ 335,973 $ 305,607 $ 30,366

Management fees—catch up (1)

24,591 5,603 18,988

Incentive fees

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$ 374,447 $ 329,693 44,754

Fee revenue increased $65.6 million or 25% as our FEEUM increased $2.7 billion or 8% year-over-year to $35.5 billion at December 31, 2024.

Management fees were $52.9 million higher in 2024.

This was driven by capital raised for our third flagship fund that held its first close in November 2023, contributing $60.3 million of additional fees in 2024 (including $19.5 million of catch-up fees), and capital deployments in other funds.

These increases were partially offset by lower fees from DBP II following a change in fee basis to invested capital and syndication of an investment in 2024, as well as recapitalization of a portfolio company in a co-invest vehicle (aggregate decrease of $21.8 million).

2024 also included higher incentive fee income from our liquid securities strategy, along with incentive fee compensation (as discussed below), which netted to a $3.3 million increase.

Carried Interest Allocation

(1) Catch-up fees are management fees charged in any given period that pertain to prior periods.

With respect to subsequent closing of commitments during the fundraising period, management fees based upon commitments are charged retroactively to the fee activation date at initial closing of the fund through the subsequent close date.

Fee revenue was $44.8 million or 14% higher, totaling $374.4 million in 2025.

Year over year, FEEUM had increased $5.5 billion or 15% to $41.0 billion at December 31, 2025.

The increase in fee revenue was driven by (i) additional capital raised for our third flagship fund, which contributed incremental management fees of $41.9 million (of which $19.0 million was incremental catch-up fees), and (ii) deployment of capital and new capital raised for co-investment vehicles, partially offset by (iii) lower management fees from InfraBridge funds, in particular the effect of a change in fee basis from committed to invested capital effective late December 2024 (decreased $17.6 million).

Incentive fees attributed to our liquid securities strategy was $3.4 million lower in 2025, along with incentive fee compensation (as discussed below), which netted to a $0.8 million decrease.

Carried Interest

Year Ended December 31,

(In thousands) 2025 2024 Change

Carried interest allocation

Carried interest

Distributed $ 2,470 $ 118 $ 2,352

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$ (376,174) $ 218,250 (594,424)

Carried interest allocation represents gross carried interest from our general partner interests in sponsored investment vehicles prior to allocations to management and a third party investor.

Unrealized carried interest is subject to adjustments each period, including reversals, based upon the cumulative performance of the underlying investments of these vehicles that are measured at fair value, until such time as the carried interest is distributed.

Distributed carried interest in 2023 arose from a recapitalization of DataBank.

The decrease in unrealized carried interest in 2024 was driven by a reversal of carried interest in DataBank funds and lower carried interest in DBP I, partially offset by an increase in carried interest in DBP II.

The carried interest reversal for DataBank funds is a function of continuing accrual of preferred returns over time at a higher rate than the fair value increase on DataBank for certain limited partners.

Carried interest allocation represents gross carried interest from our general partner interests in sponsored investment vehicles prior to allocations to management and a third party participation interest.

Unrealized carried interest is subject to adjustments each period, including reversals, based upon the extent to which cumulative performance of the funds, which are driven by underlying investments that are measured at fair value, exceed their minimum return hurdles.

See Note 3 to the consolidated financial statements.

In 2025, distributed carried interest arose from a secondary sale of equity by our DataBank portfolio company in February 2025, of which our share net of management allocation was $0.9 million.

When the fair value of fund investments fall below return hurdles or remain constant and preferred returns on unreturned capital accumulate, this may result in a reversal of unrealized carried interest previously recognized.

The resulting effects are further exacerbated given the early lifecycle of our funds.

2025 also included an obligation to clawback carried interest of $25.0 million assuming a hypothetical liquidation of carry paying funds at their December 31, 2025 estimated fair values.

Of this amount, $22.1 million would be recoverable from current and former employees and a third party participation interest, resulting in a liability to the Company of $2.9 million.

Principal Investment Income

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(In thousands) 2025 2024 Change

Principal investment income

Principal investment income (loss)

Realized $ 22,925 $ 18,364 $ 4,561

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$ 73,119 $ 30,023 43,096

Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, which is predominantly unrealized gain (loss) from changes in fair value of underlying fund investments.

Realized principal investment income in 2024 arose largely from gains related to syndication of investments in DBP funds and distribution of interest income from our credit fund.

Additionally, 2024 included $4.2 million of previously escrowed proceeds received from a partial sale of our interest i n DataBank in prior years.

In comparison, the large unrealized principal investment income in 2023 was driven by significant fair value increase in our DataBank investment and to a lesser extent, DBP I.

Other income was $29.1 million in 2024 compared to $48.7 million in 2023.

2023 had included higher interest income from money market deposits and our subordinated notes in a collateralized loan obligation ("CLO"), as well as dividend income from our credit fund that was deconsolidated in the fourth quarter of 2023.

Total expenses were $496.9 million in 2024 and $551.9 million in 2023, with the decrease attributable to lower compensation expense, primarily unrealized carried interest compensation, partially offset by higher administrative costs.

Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles.

Changes each period are driven predominantly by unrealized gain (loss) from changes in fair value of underlying fund investments.

Realized principal investment income in both years included gains from sale or syndication of investments and distributions of interest income from our credit funds.

In particular, the year-to-date period in 2025 included $34.0 million of income distribution in connection with our participation in a secondary sale of equity by our DataBank portfolio company in February 2025, offset by a $40.3 million loss from a portfolio company of an InfraBridge fund recognized in the second quarter of 2025.

This loss pertained to capital funded in prior years and realization of the loss did not affect cash flows in 2025.

These realizations were accompanied by a reversal of unrealized principal investment income (loss) in the periods

the realizations were recognized.

In 2024, realized principal investment income also included $4.2 million of previously escrowed proceeds received from the partial sale of our interest in DataBank in prior years.

Other income decreased $6.5 million to $22.6 million.

This was driven by lower cost reimbursements from managed investment vehicles that are presented gross as income and expense ($2.6 million) and lower dividend income from equity securities of consolidated funds ($1.8 million).

Total expenses were $185.5 million in 2025 and $496.9 million in 2024.

The significant decrease is attributed to unrealized carried interest compensation which was a large net reversal in 2025 compared to a large net expense in 2024.

Additionally, 2025 had lower administrative costs, driven by insurance recoveries in 2025 related to litigation costs largely incurred in prior years.

Changes in the various expense items are discussed below.

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Incentive fee and carried interest compensation allocation (reversal)

Cash and equity-based compensation— Cash compensation was $5.2 million lower in 2024 as a result of lower bonus, severance and retention costs (decreased $13.6 million), partially offset by the effects of a higher headcount in 2024.

Equity-based compensation was $19.9 million lower in 2024 as 2023 included a higher expense associated with performance-based awards that met their targets.

Incentive fee and carried interest compensation allocation— The change in compensation expense for both periods is consistent with the change in carried interest, partially offset by an increase in incentive fees, as discussed above.

Carried interest distributed $ 1,599 $ 94 $ 1,505

Carried interest unrealized (148,404) 132,248 (280,652)

Incentive fees realized 9,713 12,308 (2,595)

$ (137,092) $ 144,650 (281,742)

Cash and equity-based compensation— The increase in cash compensation was driven by higher accrual of annual performance based incentive compensation.

Incentive fee and carried interest compensation allocation— The net reversal of compensation in 2025 and net expense in 2024 were consistent with the changes in carried interest, as discussed above.

Administrative and Other Expenses

Administrative and other expenses increased $28.0 million to $115.0 million, driven by higher legal fees and loss accrual related to an employment arbitration, professional service costs and placement fees.

Administrative and other expenses was $50.7 million lower at $64.2 million.

The decrease can be attributed mainly to (i) $22.2 million of insurance recoveries in 2025 related to litigation costs largely incurred in prior years, and additionally, litigation costs was $6.9 million lower in 2025, (ii) lower third party professional service costs, including reimbursable costs incurred on behalf of our managed investment vehicles, (iii) lower loss accrual related to an employment arbitration ($6.7 million), and (iv) lower placement fees related to DBP III ($5.1 million).

The decrease was partially offset by organizational and diligence costs incurred for potential new products in 2025 ($5.3 million).

Interest Expense

Interest expense decreased $8.1 million to $16.4 million as a result of a full exchange/redemption of the remaining 5.75% exchangeable senior notes in 2024 ($4.6 million decrease), and full repayment of the $200 million 5.00% convertible notes upon maturity in April 2023 ($3.1 million decrease).

Interest expense was $1.2 million higher at $17.6 million.

The increase reflects $1.9 million of interest expense in 2025 on a fund-level debt prior to its deconsolidation in the fourth quarter of 2025, partially offset by the full exchange/redemption of the remaining 5.75% exchangeable senior notes in April 2024 ($0.4 million) and lower unused fees following a reduction in the VFN borrowing capacity in June 2025 ($0.4 million).

Transaction-Related Costs

Transaction-related costs were $5.3 million in 2024 compared to $10.8 million in 2023.

The decrease is attributed to InfraBridge acquisition costs in 2023 ($7.9 million), partially offset by higher expense associated with unconsummated deals in 2024 ($2.0 million).

Transaction-related costs was $15.5 million higher at $20.8 million, attributed to the proposed acquisition of DBRG ($10.1 million), and higher unconsummated deal costs.

Depreciation and Amortization

Depreciation and amortization expense decreased $2.9 million in 2024, primarily due to management contract intangible assets which have a declining amortization rate over time based upon projected cash flows to be generated from these contracts.

Depreciation and amortization expense decreased $4.3 million due to management contract intangibles that have a declining amortization rate over time.

The decrease was partially offset by accelerated depreciation of fixed assets disposed in connection with the assignment of an office lease in the second quarter of 2025.

Other Gain (Loss), Net

Other gain was $58.7 million in 2024 and $96.1 million in 2023.

The net gain in 2024 was driven by (i) net fair value increase in investments held by consolidated funds ($46.6 million), (ii) net fair value gain on our non-core marketable equity securities that were sold during the year ($11.0 million), (iii) fair value decrease of InfraBridge contingent consideration liability ($5.2 million), and (iv) fair value decrease of warrant liability ($5.5 million), all of which were partially offset by impairment of warehoused investments ($13.2 million).

The net gain in 2023 is mainly attributed to a $278.7 million gain recognized in connection with the deconsolidation of DataBank in September 2023 (of which $3.7 million was realized and $275.0 million unrealized), largely offset by a $133.3 million write-off of an unsecured promissory note from the 2022 sale of our Wellness Infrastructure business.

2023 also included losses related to net decreases in investment values, including those held by our consolidated funds ($25.4 million) and fair value increase of warrant liability ($21.5 million).

Income Tax Benefit (Expense)

Income tax expense was $2.9 million in 2024 and immaterial in 2023.

This principally reflects the income tax expense of foreign subsidiaries.

The Company otherwise has operating losses and capital loss carryforwards that can be applied against current income tax expense for its domestic entities, and has established a full valuation allowance on the deferred tax assets of these entities, resulting in immaterial income tax effect for its domestic entities.

Income (Loss) from Discontinued Operations

Year Ended December 31,

(In thousands) 2024 2023 Change

Revenues $ 7,649 $ 783,121 $ (775,472)

Expenses (10,669) (1,089,481) 1,078,812

Other gain (loss) (16,035) (12,517) (3,518)

Income (Loss) from discontinued operations before income taxes (19,055) (318,877) 299,822

Other gain, net was $74.5 million in 2025 and $58.7 million in 2024, reflecting predominantly unrealized fair value changes in financial assets and financial liabilities.

The net gain in 2025 was driven by (i) realized gain of $6.8 million from partial disposition of an investment by a consolidated fund and a write-up in value of the remaining investment totaling $43.8 million, and (ii) fair value increase in marketable equity securities held by consolidated funds ($9.6 million).

The net gain in 2024 was driven by (i) net fair value increase in investments held by consolidated funds ($46.6 million), (ii) net gain from substantial sale and mark-to-market of a non-core marketable equity security ($11.0 million), (iii) fair value decrease of DBRG warrant liability ($5.5 million), and (iv) fair value decrease of InfraBridge contingent consideration liability ($5.2 million), all of which were partially offset by impairment of venture equity investments ($13.2 million).

Income Tax Benefit (Expense)

Income tax expense was $5.7 million in 2025 and $2.9 million in 2024.

The Company has operating losses and capital loss carryforwards that can be applied against current income tax expense for its domestic entities, and the deferred tax assets of these entities are currently subject to a full valuation allowance, resulting in an immaterial income tax impact for its domestic entities.

With respect to the Company's foreign subsidiaries, the resulting foreign income tax impact remains immaterial, driven largely by its U.K.

subsidiaries.

Income (Loss) from Discontinued Operations

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

Investment entities 1,199 (260,120) 261,319

Operating Company (1,372) (4,339) 2,967

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

$ (18,692) $ (55,999) 37,307

Loss from discontinued operations in 2024 primarily included loss on a guarantee and tax liability associated with previously disposed real estate investments.

The loss in 2023 primarily represents the operations of two data center portfolio companies in the former Operating segment and $9.7 million impairment of BrightSpire Capital, Inc.

BRSP) shares prior to disposition in March 2023, as discussed in Note 2 to the consolidated financial statements included in Item 8.

Operating Metrics

Assets Under Management and Fee Earning Equity Under Management

We present below our AUM and FEEUM, which are key operating metrics in the alternative investment management industry.

Our calculation of AUM and FEEUM may differ from other investment managers, and as a result, may not be directly comparable to similar measures presented by other investment managers.

Assets Under Management

AUM represents the total capital for which we provide investment management services and our general partner capital.

AUM is generally composed of third party capital managed by the Company and its affiliates, including capital that is not yet fee earning, or not subject to fees and/or carried interest;

and our general partner and general partner affiliate capital committed to our funds.

AUM is largely determined based upon invested capital as of the reporting date, including capital funded through third party financing at the underlying portfolio companies;

and committed capital for funds in their commitment stage.

Our AUM is not based upon any definitions that may be set forth in the governing documents of our managed funds or other investment vehicles, and not calculated pursuant to any regulatory definitions.

Fee Earning Equity Under Management

FEEUM represents the total capital managed by the Company and its affiliates which earns management fees and/or incentive fees or carried interest.

FEEUM is generally based upon committed capital, invested capital, NAV or GAV, pursuant to the terms of each underlying investment management agreement.

Presented below are total AUM and FEEUM by product:

(In billions) December 31, 2024 December 31, 2023

Assets Under Management

$ 95.6 $ 80.1

Fee Earning Equity Under Management

DBP Series $ 15.9 $ 13.0

Co-Investment Vehicles 11.5 9.5

InfraBridge 3.7 5.1

Core, Credit and Liquid Strategies 3.2 2.8

Separately Capitalized Portfolio Companies 1.2 2.4

$ 35.5 $ 32.8

The following table summarizes changes in FEEUM:

Year Ended December 31, 2024

(In billions)

Fee Earning Equity Under Management

Balance at January 1 $ 32.8

Market activity and other (3)

Balance at December 31

(3) Market activity and other include changes in investment value based on NAV or GAV, and the effect of foreign exchange rates.

FEEUM increased $2.7 billion or 8% to $35.5 billion at December 31, 2024, driven by capital raise for our third flagship fund and co-investment vehicles, and capital deployments.

The increase was partially offset by a change in fee basis from committed to invested capital on an InfraBridge fund in December 2024, including the effect of an investment write-down, and the resulting impact from recapitalization and syndication of investments.

The effect of discontinued operations was a net loss of $4.3 million in 2025 and $18.9 million in 2024.

These losses included an accrual for a state tax audit in 2025 and in 2024, loss on a guarantee related to the previous bulk sale of the Company's real estate investments.

Non-GAAP Supplemental Financial Measures

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FRE and DE are common metrics utilized in the investment management sector.

We present FRE and DE at the Operating Company level, that is, net of amounts attributed to noncontrolling interests, which include (i) carried interest allocations to certain senior executives of the Company and a third-party investor;

(ii) equity interests held by current and former employees and a third-party investor in general partner entities of the Company's sponsored funds;

We present FRE and DE at the Operating Company level, that is, net of amounts attributed to noncontrolling interests, which include (i) carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds;

(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 funds.

Beginning in 2024, FRE is reported on a Company-wide basis, consistent with the entirety of the Company's business representing a single reportable segment (as discussed in Note 17 to the consolidated financial statements).

Prior to 2024, the Company had reported Investment Management FRE, which was an FRE measure specific to its previously reported Investment Management segment.

The Investment Management segment previously bore only operating costs that were directly attributable or otherwise can be subjected to a reasonable and systematic attribution to the Investment Management segment.

Company-wide FRE includes all operating costs of the Company as a whole that fall within the definition of FRE.

Additionally, Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is no longer reported as a non-GAAP financial measure in 2024 following the discontinuance of the Operating segment effective December 31, 2023.

Adjusted EBITDA was previously reported to facilitate an evaluation of the relative contribution of the Company's former Operating segment absent the effect of leverage as the Operating segment had higher leverage relative to the Company's own capital structure.

We believe the non-GAAP financial measures of FRE and DE supplement and enhance the overall understanding of our underlying financial performance and trends, and facilitate comparison among current, past and future periods and to other companies in similar lines of business.

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For the same reasons, we believe FRE and DE are useful financial measures to the Company’s investors and analysts.

As we evaluate profitability based upon continuing operations, these non-GAAP measures exclude results from discontinued operations.

DE presented for the 2023 comparative period has been recast to exclude the Operating segment which qualified as discontinued operations on December 31, 2023.

These non-GAAP financial measures should be considered as a supplement to and not an alternative or in lieu of GAAP net income (loss) as measures of operating performance, or to cash flows from operating activities as indicators of liquidity.

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Also, consistent with DE, FRE excludes non-core items, and presents costs reimbursable by our managed funds on a net basis (as opposed to a gross-up of other income and administrative expenses).

Where applicable, FRE is adjusted for Start-Up FRE as defined below.

Fee revenues earned from consolidated funds are eliminated in consolidation.

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Unlike DE, which is a post-tax measure, FRE is a pre-tax measure and does not incorporate the effect of income taxes.

To reflect a stabilized investment management business, FRE is further adjusted to exclude Start-Up FRE, where applicable.

Start-Up FRE is FRE associated with new investment strategies that have 1) not yet held a first close raising FEEUM;

or 2) not yet achieved break-even FRE only for investment products that may be terminated solely at the Company’s discretion.

The Company regularly evaluates new investment strategies and exclude Start-Up FRE until such time a new strategy is determined to form part of the Company’s core investment management business.

We believe that FRE is a useful measure to investors as it reflects the Company’s profitability based upon recurring fee streams that are not subject to realization events related to underlying fund investments, and without the effects of income taxes, leverage, non-cash expenses, income (loss) items that are unrealized and other items that may not be indicative of core operating results in an investment management fee service business.

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Realized earnings included in DE are generally comprised of fee revenue, including all incentive fees, realized principal investment income (loss), distributed carried interest, interest and dividend income.

Income (loss) on principal investments is realized when the Company redeems all or a portion of its investment or when the Company receives or is due income such as dividends, interest or distributions of earnings.

Income (loss) on principal investments is realized generally when all or a portion of an investment is disposed, redeemed or repaid or if the Company no longer retains control, or when the Company receives income such as dividends, interest or other distributions of earnings.

The following items are excluded from DE:

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Other items excluded from DE are generally non-cash in nature, including income (loss) items that are unrealized, or otherwise do not represent current or future cash obligations such as amortization of deferred financing costs.

These items are excluded from DE as they do not contribute to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments.

items are excluded from DE as they do not contribute to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments.

Income taxes applied in the determination of DE generally represents GAAP income tax related to continued operations, and includes the benefit of deductions available to the Company on certain expense items excluded from DE (for example, equity-based compensation).

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(68,989) (71,410) 2,421

Start-Up FRE — 3,751 (3,751)

Fee-Related Earnings—attributable to Operating Company

141,963 107,109 34,854

Realized principal investment income (2)

15,884 8,497 7,387

Realized principal investment income (loss) 19,553 15,884 3,669

Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation 864 285 579

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Interest expense and preferred dividends (72,061) (72,672) 611

Placement fees and other expenses (9,590) (8,714) (876)

Placement fees and other (3,578) (9,590) 6,012

Income tax benefit (expense) (5,708) (2,944) (2,764)

Start-up FRE — (3,751) 3,751

Distributable Earnings, after tax—attributable to Operating Company

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(1) These amounts are determined based upon the definition of FRE as described above and therefore, differ from those presented on the consolidated statements of operations.

(2) For purposes of DE, 2023 included distributions from a portfolio company in the former Operating segment.

Fee-Related Earnings

FRE was $25.3 million or 31% higher at $107.1 million in 2024 as fee revenue increased $62.6 million or 23%, partially offset by higher compensation and administrative costs.

Fee revenue in 2024 benefited from the capital raised for our third flagship fund, which also contributed $19.5 million of catch-up fees.

Additionally, 2024 included higher incentive fee revenue from our liquid securities strategy, along with incentive fee compensation, which netted to a $3.0 million increase.

However, this was partially offset by lower fees from DBP II following a change in fee basis to invested capital and syndication of an investment in 2024.

FRE margin was marginally higher at 32% in 2024 compared to 31% in 2023.

FRE was $34.9 million or 33% higher at $142.0 million in 2025 compared to $107.1 million in 2024.

FRE margin improved to 38% compared with 32% a year ago.

Fee revenue increased $45.3 million or 14%, partially offset by higher operating cost.

The increase in fee revenue is attributable to capital raised for our third flagship fund, which contributed an additional $41.9 million of fees (of which $19.0 million was incremental catch-up fees), and new co-investment vehicles, as well as additional capital deployments.

This was partially offset by fee decreases from our InfraBridge funds, in particular due to a change in fee basis from committed to invested capital effective late December 2024.

Operating cost was $10.4 million higher, driven by higher compensation cost.

Distributable Earnings

DE was $52.5 million in 2024 and $48.6 million in 2023.

DE in 2024 reflected a $25.3 million increase in FRE and higher realized principal investment income.

In comparison, DE in 2023 had benefited from $27.9 million of realized carried interest from the recapitalization of DataBank.

This resulted in a year-over-year increase in DE of $3.9 million.

DE was $44.3 million higher at $96.8 million in 2025 compared with 2024, driven by the year-over-year growth in FRE of $34.9 million.

DE also benefited from higher net realized principal investment income and lower placement fees.

Distributable Earnings and Fee-Related Earnings Reconciliation

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Transaction-related costs and non-core items (1)

31,906 44,851

Other (gain) loss, net (2)

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Unrealized principal investment income (3)

(59,987) (6,917)

Unrealized carried interest, net of associated expense (allocation) reversal (4)

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Amortization of deferred financing costs, debt premiums and discounts 2,442 2,296

Preferred stock redemption (gain) loss — (927)

Adjustments attributable to noncontrolling interests in investment entities (5)

OP share of (income) loss from discontinued operations (5)

39,293 31,745

OP share of (income) loss from discontinued operations 4,327 20,064

Distributable Earnings, after tax—attributable to Operating Company

96,810 52,496

Realized principal investment income (6)

(15,884) (8,497)

Realized principal investment (income) loss (19,553) (15,884)

Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation (4)

(285) (27,927)

Interest, dividend and other income (15,777) (14,424)

Interest expense and preferred dividends 72,061 72,672

Placement fee and other expenses 9,590 8,714

Placement fee and other 3,578 9,590

Income tax (benefit) expense 5,708 2,944

Start-up FRE — 3,751

Fee-Related Earnings—attributable to Operating Company

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(2) Comprises (i) all unrealized gains and losses;

and (ii) realized gains and losses recorded by consolidated funds or associated with non-core investments.

(3) Carried interest and incentive fees are presented net of expense allocation or reversal.

The expense component is included within compensation expense — incentive fees and carried interest allocation (reversal), other gain (loss), and net income (loss) attributable to noncontrolling interests in investment entities on the GAAP income statement.

(4) Adjustments attributable to noncontrolling interests in investment entities pertain to other gain/loss attributed to limited partners of consolidated funds, and a third party investor's share of unrealized principal investment income attributed to our general partner interest in certain sponsored funds.

Allocation of unrealized carried interest to management and a third party investor is netted against "unrealized carried interest, net of expense (allocation) reversal" for all periods presented (recasted for periods prior to the second quarter of 2024 when it was previously presented gross in "adjustments attributable to noncontrolling interests in investment entities").

(5) OP share of discontinued operations represents primarily operating results of portfolio companies consolidated in the former Operating segment prior to 2024, net of associated noncontrolling interests in investment entities, and residual activities from the Company's former real estate business that had been disposed.

(6) For purposes of DE, 2023 included distributions from a portfolio company in the former Operating segment.

and (ii) realized gains and losses associated with consolidated funds or non-core investments.

(3) Unrealized principal investment income is presented net of a third party participation interest, representing only the Operating Company's share.

(4) Carried interest is presented net of expense allocation or reversal, representing only the Operating Company's share.

The expense component is included within compensation expense—incentive fees and carried interest allocation (reversal), and net income (loss) attributable to noncontrolling interests in investment entities on the GAAP income statement.

(5) Adjustments attributable to noncontrolling interests in investment entities pertain to other gain (loss) attributed to limited partners of consolidated funds.

Allocation of:

(i) unrealized carried interest to management and a third party participation interest;

and (ii) unrealized principal investment income to a third party participation interest, are netted against "unrealized carried interest, net of expense (allocation) reversal" and "unrealized principal investment income", respectively, for all periods presented.

Allocation of unrealized principal investment income to a third party participation interest was previously presented gross in "adjustments attributable to noncontrolling interests in investment entities" and recasted for periods prior to the first quarter of 2025.

Liquidity and Capital Resources

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• cash on hand;

• fees received from our investment management business, including our share of distributed net incentive fees and carried interest;

• cash flow generated from our investments, both from operations and return of capital, including proceeds from full or partial realization of investments;

• fees received from our investment management business, including our share of realized net incentive fees and carried interest distributed;

• cash flow generated from our investments, both from distributions of income and return of capital, including proceeds from full or partial realization of investments;

• availability under our Variable Funding Notes ("VFN");

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• proceeds from public or private equity and debt offerings.

At December 31, 2024, our liquidity position was approximately $440 million, composed of available corporate cash and including the full $300 million under our VFN.

Available corporate cash generally represents cash at our OP entity after allocating cash for certain compensatory liabilities, and excludes cash held at subsidiaries of the OP, including cash maintained to satisfy regulatory capital requirements in applicable foreign jurisdictions.

At December 31, 2025, we have $139 million of available corporate cash.

This generally represents cash at our OP entity after allocating cash for certain compensatory liabilities, and excludes cash held at subsidiaries of the OP, including cash maintained to satisfy regulatory capital requirements in applicable foreign jurisdictions and cash held by consolidated funds.

We also have the full $100 million available to be drawn under our VFN facility.

We believe we have sufficient cash on hand, and anticipated cash generated from operating activities and availability of external financing sources, to meet our short term and long term liquidity and capital requirements.

While we have sufficient liquidity to meet our operational needs, we continuously evaluate alternatives to efficiently manage our capital structure and market opportunities to strengthen our liquidity and to provide further operational and strategic flexibility.

Significant Liquidity and Capital Activities in 2024 and through the Date of Filing

• We continued to reduce higher cost corporate indebtedness through the full exchange/redemption of the remaining $78 million of our 5.75% senior notes, which resulted in annual interest savings of approximately $4.5 million.

$73 million of note principal was exchanged for 8.2 million shares of the Company's class A common stock and $5 million of note principal was redeemed for cash.

• We settled the remaining $35 million contingent consideration payable to Wafra i n connection with the 2022 redemption of their investment in the Company's investment management business, through payment of $17.5 million in cash and $17.5 million in shares of the Company's class A common stock.

• We completed monetization of marketable equity securities that form non-core investments, receiving total net proceeds of $43 million.

• We received $10 million in return of capital from a refinancing of a third party managed CLO for which we are the subordinated note holder.

While we have sufficient liquidity to meet our operational needs, we continuously evaluate alternatives to efficiently manage our capital structure and market opportunities to strengthen our liquidity and provide further operational and strategic flexibility.

Significant Liquidity and Capital Activities in 2025

• Liquidation of an investment in our InfraBridge fund in June 2025 generated proceeds of $13.3 million, representing $8.2 million return of capital and $5.1 million realized principal investment income.

• We elected to reduce the capacity under our VFN (pursuant to its terms) from $300 million to $100 million effective June 2025, which generates annual savings of $1.0 million in unused fees.

Liquidity Needs and Capital Activities

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Debt Obligations

As of the date of this filing, our corporate debt is composed of our Class A-2 Notes, as summarized below, with our VFN undrawn.

As of the date of this filing, our corporate debt is composed of our Class A-2 Notes, with our VFN undrawn.

($ in thousands) Outstanding Principal Interest Rate

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Investment Commitments

Fund Commitments —As general partner, we typically have minimum capital commitments to our sponsored funds ranging from 0.02% to 0.72% of the total capital commitments of a fund at final closing, although we may elect to invest additional amounts in new products.

With respect to our flagship value-add DBP fund series, and InfraBridge funds, we have made additional capital commitments as a general partner affiliate, generally ranging from 1.43% to 4.29%, alongside our investors.

Our fund capital investments further align our interests to our investors.

As of December 31, 2024, we have unfunded equity commitments to our unconsolidated funds as general partner and general partner affiliate of $237 million (including commitments attributed to the ownership by employees and former employees in our general partner entities).

As of December 31, 2025, we have unfunded equity commitments to our sponsored funds totaling $194 million as general partner and general partner affiliate (including commitments attributed to the ownership by employees and former employees in our 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.

Warehoused Investments

We temporarily warehouse investments on behalf of prospective sponsored investment vehicles that are actively fundraising.

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

Generally, the timing of future warehousing activities is not known.

Nevertheless, investment warehousing is undertaken only if it is determined that we will have sufficient liquidity through the anticipated warehousing period.

Contingent Consideration

InfraBridge Acquisition —In connection with the InfraBridge acquisition in February 2023, contingent consideration of up to AUD 180 million may become payable based upon achievement of future fundraising targets for the third and fourth flagship InfraBridge funds.

Investments or Commitments Transferred

The Company may acquire investments on behalf of prospective sponsored investment vehicles or subscribe to commitments in its sponsored funds on behalf of prospective investors.

The investments or commitments are transferred to the investment vehicle or prospective investor when sufficient third party capital, including debt, is raised.

The Company may be paid a fee by the investment vehicle or investor, akin to an interest charge, typically calculated as a percentage of the acquisition price of the investment or the commitment amount funded, to compensate the Company for its holding cost.

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

Contingent Consideration — InfraBridge

In connection with the Company's acquisition of InfraBridge in February 2023, contingent consideration of up to AUD 180 million may become payable based upon achievement of prescribed fundraising targets for follow-on InfraBridge flagship funds and co-investments.

The current estimated fair value of the contingent consideration is $2.5 million.

Carried Interest Clawback

Depending upon 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 distributions have exceeded the final carried interest amount earned (or amount earned as of the calculation date), we are obligated to return the excess carried interest received.

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

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

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.

If the related carried interest distributions received by the Company are subject to clawback, the previously distributed carried interest would be similarly subject to clawback.

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 distributed has exceeded the final carried interest amount due (or amount due as of the calculation date), the Company is obligated to return the excess carried interest previously received.

Therefore, carried interest distributed to the Company may be subject to clawback, up to the amount previously received on an after-tax basis.

A liability would be established if a potential clawback obligation arises assuming a hypothetical liquidation of the investments of the fund at their prevailing fair values as of reporting date.

However, the actual determination of a clawback, if any, and payment thereof would occur only after final disposition of investments at the end of the life of a fund, except for funds that have interim clawback provisions.

If the related carried interest distributions received by the Company are subject to clawback, the previously distributed carried interest to employees and a third party participation interest would be similarly subject to clawback.

The Company withholds a portion of the distribution of carried interest to employees to satisfy their potential clawback obligation.

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.

At December 31, 2024, the Company had no liability for clawback obligations on distributed carried interest.

At December 31, 2025, $25.0 million of previously distributed carried interest would be subject to clawback assuming a hypothetical liquidation of carry paying funds at their December 31, 2025 estimated fair values.

However, actual clawback obligation, if any, would only be determined at the end of the life of a fund and become payable upon liquidation of the fund, unless there are interim clawback provisions.

Approximately $20.9 million and $1.2 million of the clawback obligation are the responsibility of current and former employees and a third party participation interest, respectively.

The Company's share of the clawback obligation, on a net basis, was $2.9 million.

Lease Obligations

At December 31, 2024, we had operating lease obligations of $52 million for in-place leases on currently occupied corporate offices and commitments on future leases of $53 million related to two office spaces, one of which commenced in January 2025 and the other is expected to commence in 2026.

At December 31, 2025, we had operating lease obligations of $32 million for in-place leases on currently occupied corporate offices and commitments on a future office lease of $58 million that is expected to commence in 2026 with a 10.8 year lease term.

With respect to the new lease commencing in 2026, the Company expects to sub-lease a portion of this new office space in 2026, which will reduce its future lease obligation.

We sub-leased a portion of certain existing office space over the remaining term of the respective leases and expect to receive fixed sub-lease payments totaling $4 million over the remaining life of the sub-lease contracts.

With respect to the new lease commencing in 2026, the Company will be provided with a credit to cover fixed lease payments of $71,000 per month on an existing lease that expires in September 2026 during the period the two leases overlap, and also expects to sub-lease a portion of this new office space in 2026, which will reduce its future lease obligation.

The Company's lease obligations will be funded through corporate operating cash.

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As of the date of this filing, we are in compliance with all of the financial covenants, and the full $100 million is available to be drawn on our VFN.

Our securitized financing facility allows for the issuance of additional term notes in the future to supplement our liquidity.

We are seeking to refinance our corporate debt and replace the term notes and VFN prior to their anticipated repayment date in September 2026.

The decision to enter into a particular financing arrangement is made after consideration of various factors including future cash needs, current sources of liquidity, demand for the Company’s debt or equity, and prevailing interest rates.

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The amount and timing of carried interest distributions received may vary substantially from period to period depending upon the occurrence and size of investments realized by our sponsored funds.

Investments— Our investments in our sponsored funds as general partner and general partner affiliate generate cash largely through capital appreciation of our underlying fund investments that are realized upon a recapitalization, syndication or liquidation event, distributions from portfolio companies of our funds and interest income from our credit fund.

Public Offerings

We may offer and sell various types of securities from time to time at our discretion based upon our needs and depending upon market conditions and available pricing.

Investments— Our investments in our sponsored funds as general partner and general partner affiliate generate cash largely through capital appreciation of underlying investments that are realized upon a recapitalization, syndication or liquidation event, income distributions from equity investments and interest income from credit investments.

Consolidated Cash Flows

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Operating Activities

Cash inflows from operating activities are generated primarily through fee-related earnings, distributions of our share of net carried interest, distribution of earnings from our general partner affiliate interests in our sponsored funds, and prior to deconsolidation of the portfolio companies in the former Operating segment in 2023, net operating income from investment properties.

Cash inflows from operating activities are generated primarily through fee-related earnings, distributions of our share of net carried interest, and distribution of earnings from our general partner affiliate interests in our sponsored funds.

Our operating activities generated net cash inflows of $259.3 million in 2025 and $60.1 million in 2024.

Cash inflows in 2023 were driven largely by operating activities of the two portfolio companies in our former Operating segment.

Outside of recurring operating activities, cash inflows in 2025 also included distribution of earnings from the secondary sale of equity in our DataBank portfolio company of $34.0 million and $22.2 million from net insurance recoveries related to litigation costs largely incurred in prior years.

Investing Activities

Investing activities relate to general partner and general partner affiliate investments in sponsored funds, including drawdown of commitments and return of capital from realized fund investments;

business combinations;

and prior to deconsolidation of portfolio companies in the Operating segment in 2023, acquisition of real estate.

Our investing activities generated net cash outflows of $11.2 million in 2024 and $979.0 million in 2023.

• Net cash outflows in 2024 were driven by $65.2 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds, largely offset by $42.9 million of net proceeds from sale of our non-core investments and return of capital on our CLO subordinated note.

• The large net cash outflows in 2023 can be attributed to (i) real estate investing activities which generated net cash outflows of $653.5 million, attributable to capital expenditures in the data center portfolio of our former Operating segment;

(ii) derecognition of $229.2 million of cash and restricted cash following the deconsolidation of the portfolio companies in our former Operating segment and our credit fund, and (iii) $314.3 million paid, net of cash assumed, for the acquisition of InfraBridge.

These outflows were partially offset by net cash inflows of $211.8 million from equity investments, largely representing $201.6 million proceeds from the sale of BRSP shares, proceeds from DataBank recapitalization, return of capital from a non-digital equity investment following a final sale of its underlying assets, and investing activities of our consolidated liquid funds which hold marketable equity securities, partially offset by funding of our general partner and general partner affiliate commitments, net of return of capital.

Investing activities relate largely to our consolidated liquid funds that invest in marketable equity securities, as well as our general partner and general partner affiliate investments in sponsored funds, including drawdown of commitments and return of capital from realized fund investments.

Our investing activities generated net cash outflows in 2025 and 2024.

• In 2025, net cash outflows of $126.0 million were driven by $87.2 million of fundings, net of distributions, principally for our general partner and general partner affiliate commitments in our sponsored funds and $84.0 million of our interests in sponsored fund that were subsequently assumed by fund investors with payment received in January 2026.

This was partially offset by return of capital of (i) $24.8 million from the secondary sale of equity in our DataBank portfolio company, (ii) $12.1 million from disposition and recapitalization of investments in our InfraBridge fund, and (iii) $4.6 million from our CLO subordinated notes, and additionally $4.7 million of net inflows from the investing activities of our consolidated liquid funds that hold marketable equity securities.

• Net cash outflows were lower in 2024 at $11.2 million, driven by $65.2 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds, which was largely offset by $42.9 million of net proceeds from sale of our non-core investments and return of capital on our CLO subordinated note.

Financing Activities

We may draw upon our securitized financing facility to finance our operating activities, and have the ability to raise capital in the public markets through issuances of preferred stock, common stock and private placement notes.

We incur cash outlays primarily for payments on our corporate debt, and dividends to our preferred stockholders and common stockholders.

Prior to deconsolidation in 2023, portfolio companies in the former Operating segment financed their activities largely through investment-level secured debt and incurred cash outlays for debt servicing and distributions to their third party investors who represented noncontrolling interests.

Financing activities generated net cash outflows in 2024 and inflows in 2023.

• In 2024, net cash outflows of $90.8 million were driven by common and preferred dividend payments of $65.4 million, cash settlement of contingent consideration to Wafra of $17.5 million, and redemption of $5.0 million exchangeable senior notes for cash.

These outflows were partially offset by limited partner contributions, net of redemptions of $14.6 million in our consolidated liquid funds, and also funding by Wafra for its share of our general partner commitment in DBP I.

• Net cash inflows of $58.2 million in 2023 represent primarily $484.5 million of additional investment-level debt in the former Operating segment, largely offset by the full repayment of our $200 million 5.00% convertible senior notes, $90 million contingent consideration payment to Wafra, $89.5 million redemption by a limited partner in a consolidated liquid fund, and income distribution to noncontrolling interests in our former Operating segment.

We incur cash outlays primarily for payments on our corporate debt, and dividends to our preferred and common stockholders.

Financing activities generated net cash outflows in 2025 and 2024.

• In 2025, net cash outflows of $48.3 million were driven by common and preferred dividend payments of $65.8 million, partially offset by $28.4 million of capital contributions by limited partners in our consolidated funds.

• The higher net cash outflows of $90.8 million in 2024 resulted from (i) $65.4 million of common and preferred dividend payments (ii) cash settlement of a contingent consideration to Wafra of $17.5 million, (iii) $14.6 million of investor capital redeemed, net of contributions, in our consolidated liquid funds, and (iv) redemption of $5.0 million exchangeable senior notes for cash.

This was partially offset by a $6.1 million syndication of our interest in a consolidated fund, and a share of our commitments in DBP I funded by a third party participation interest.

Guarantees and Off-Balance Sheet Arrangements

We have no guarantees or off-balance sheet arrangements that we believe are reasonable likely to have a material effect on our financial condition.

We have no guarantees or off-balance sheet arrangements that we believe are reasonably likely to have a material effect on our financial position.

Critical Accounting Policies and Estimates

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The investments held by our sponsored vehicles are revalued each quarter, with the results subject to the Company's valuation review and approval process.

Fair value of the underlying investments is typically estimated using unobservable inputs and assumptions that involves significant judgement including, but not limited to, projected financial information of the portfolio company, economic conditions, foreign exchange rates, and comparable transactions in the market, and is therefore subject to inherent uncertainties.

Carried Interest Allocation

Fair value of the underlying investments is typically estimated using unobservable inputs and assumptions that involves significant judgment including, but not limited to, projected financial information of the portfolio company, economic conditions and comparable transactions in the market, and is therefore subject to inherent uncertainties.

Carried Interest

The Company recognizes carried interests from its equity method investments as general partner in investment vehicles that it sponsors.

Carried interest represents a disproportionate allocation of returns from the Company's sponsored investment vehicles based upon the extent to which cumulative performance of the vehicles exceeds minimum return hurdles pursuant to terms of their respective governing agreements.

Carried interest represents a disproportionate allocation of returns from the Company's sponsored investment vehicles and 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.

Unrealized carried interest is recognized as the amount that would be due pursuant to the fund governing documents assuming a hypothetical liquidation of the investments of the fund at their estimated fair values as of reporting date.

When the fair value of fund investments fall below return hurdles or remain constant and preferred returns continue to accrue on unreturned capital, this will result in a reversal of unrealized carried interest previously recognized.

Carried interest is subject to reversal until such time it is realized, which generally occurs upon disposition of all underlying investments of an investment vehicle, or in part with each disposition.

A portion of carried interest is allocated to certain employees, former employees and a third party investor, and is similarly subject to reversal if there is a decline in the cumulative carried interest amounts previously recognized.

The amount of carried interest recognized is based upon the cumulative performance of each investment vehicle if it were liquidated as of the reporting date, which in turn is largely driven by appreciation in the fair value of the underlying investments held by these vehicles.

Therefore, carried interest may be subject to significant fluctuations between periods driven by fair value changes of underlying fund investments over time.

Therefore, carried interest distributed to the Company may be subject to clawback, up to the amount previously received on an after-tax basis.

As carried interest income and potential clawback obligation are driven by fair value changes of underlying fund investments over time, both the income and potential liability may be subject to significant fluctuations between periods.

A portion of carried interest earned by the Company is allocated to current and former employees and for certain funds, to a third party participation interest.

Their share of carried interest is subject to recognition, reversal and clawback in accordance with the related carried interest income earned by the Company.

Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.

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In 2022, significant deferred tax assets were recognized with an offsetting valuation allowance.

As of December 31, 2024 , a full valuation allowance of $559.6 million has been maintained as the more-likely-than-not threshold continues to not be met in assessing realizability of deferred tax assets.

As of December 31, 2025 , a full valuation allowance of $432.1 million has been maintained as the more-likely-than-not threshold continues to not be met in assessing realizability of deferred tax assets of the Company's domestic entities.

Refer to Note 13 to the consolidated financial statements in Item 8 of this Annual Report.

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The Company has a goodwill balance of $465.6 million at December 31, 2025 and has determined that there were no indicators of impairment to goodwill in 2025.

In a business combination or asset acquisition, all assets acquired and liabilities assumed are measured at fair value as of the acquisition date.

Allocation of Purchase Consideration

In a business combination, the Company measures the assets acquired, liabilities assumed and any noncontrolling interests of the acquiree at their acquisition date fair values, with the excess of purchase consideration over the fair value of net assets acquired and the fair value of any previously held interest in the acquiree, recognized as goodwill.

In an asset acquisition, the Company allocates the purchase consideration to the assets acquired and liabilities assumed based upon their relative fair values, which does not give rise to goodwill.

The estimation of fair value of the assets acquired and liabilities assumed involves significant judgment and assumptions.

Acquired assets are generally composed of equity interests in managed investment vehicles and investment management related intangibles such as investment management contracts and investor relationships.

Equity interests in managed investment vehicles are valued based upon their latest net asset value.

Identifiable intangible assets such as management contracts and investor relationships are typically valued using the income approach based upon net cash flows expected to be generated by the assets, discounted to present value.

Estimates applied include, but are not limited to:

expected future cash flows, reinvestment rates by existing investors in our investment management business, and discount rates.

These estimates are based upon assumptions that management believes a market participant would apply in valuing the assets.

These estimates and assumptions are forward-looking and are subject to uncertainties in future economic, market and industry conditions.

Consolidation

The determination of whether the Company has a controlling financial interest and therefore consolidates an entity can significantly affect presentation in the consolidated financial statements.

A consolidation assessment at the onset of the Company's initial investment in or other involvement with an entity as well as reassessments on an ongoing basis, may involve significant judgement, more so if an entity is determined to be a variable interest entity ("VIE").

A consolidation assessment at the onset of the Company's initial investment in or other involvement with an entity as well as reassessments on an ongoing basis, may involve significant judgment, more so if an entity is determined to be a variable interest entity ("VIE").

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

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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 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;

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The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, depends upon facts and circumstances specific to an entity at the time of the assessment, and could change over time.

Discussion of i) the Company's involvement in various types of entities that are considered to be VIEs and whether the Company is determined to be the primary beneficiary, and ii) entities deconsolidated during 2024 are included in Note 15 and Note 10, respectively, to the consolidated financial statements in Item 8 of this Annual Report.

Discussion of the Company's involvement in various types of entities that are considered to be VIEs and whether the Company is determined to be the primary beneficiary is included in Note 14 to the consolidated financial statements in Item 8 of this Annual Report.

Recent Accounting Updates

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

What changed 10-K

Item 7. Management’s Discussion and Analysis