25 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of DigitalBridge Group, Inc.
−Removed: as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 21, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Other Information.
−Removed: On February 17, 2025, the compensation committee of the board of directors of the Company approved the grant of a one-time, non-recurring $400,000 retention cash award (“Award”) to each of Geoffrey Goldschein and Liam Stewart (each, an “Executive”), to be paid on March 4, 2025.
−Removed: The Award must be repaid to the Company by the Executive only if the Executive resigns without Good Reason (as defined in such Executive’s employment agreement) prior to the one-year anniversary of the grant date.
+Added: Not applicable.
Rule 10b5-1 Trading Plans
3 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by Item 10 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
+Added: The information required by Item 10 will be included in an amendment to this Form 10-K or incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2025.
Executive Compensation.
−Removed: The information required by Item 11 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
+Added: The information required by Item 11 will be included in an amendment to this Form 10-K or incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2025.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: The information required by Item 12 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
+Added: The information required by Item 12 will be included in an amendment to this Form 10-K or incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2025.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: The information required by Item 13 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
+Added: The information required by Item 13 will be included in an amendment to this Form 10-K or incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2025.
Principal Accountant Fees and Services.
−Removed: The information required by Item 14 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
+Added: The information required by Item 14 will be included in an amendment to this Form 10-K or incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2025.
Exhibits and Financial Statements.
8 unchanged sentences
Exhibit Number Description
+Added: 2.1 Agreement and Plan of Merger, dated as of December 29, 2025, by and among DigitalBridge Group, Inc., Duncan Holdco LLC, Duncan Sub I Inc., Duncan Sub II LLC, and DigitalBridge Operating Company, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 30, 2025)
3.1 Restated Charter of DigitalBridge Group, Inc.
5 unchanged sentences
4.2 Form of stock certificate evidencing the 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on September 22, 2017)
−Removed: 4.3 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorp orated by reference to Exhibit 4.5 to the C ompany's Annual Report on Form 10-K filed on February 23, 2024)
+Added: 4.3 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K filed on February 23, 2024)
4.4 Form of Class A Common Stock Purchase Warrant of DigitalBridge Group, Inc.
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 24, 2022)
−Removed: 4.5 Registration Rights Agreement, dated as of July 21, 2020, by and among DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC), DigitalBridge Group, Inc.
−Removed: (f/k/a Colony Capital, Inc.) and the initial purchasers party thereto (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on July 23, 2020)
4.5 Base Indenture, dated as of July 9, 2021, by and among DigitalBridge Issuer, LLC, DigitalBridge Co-Issuer, LLC, together as Co-Issuers, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 15, 2021)
30 unchanged sentences
(f/k/a Colony Capital, Inc.) and Marc Ganzi (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 30, 2019)
−Removed: 10.17† Employment Agreement, dated as of November 13, 2023, between DigitalBridge Group, Inc.
−Removed: and Jacky Wu (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2023)
10.14† Amended and Restated Employment Agreement, dated as of March 28, 2022, between DigitalBridge Group, Inc.
6 unchanged sentences
10.17† Employment Agreement between the Company and Thomas Mayrhofer, dated as of November 27, 2023 (incorporated by reference to Exhibit 10.1 the Company's Current Report on Form 8-K filed on December 4, 2023)
+Added: 10.18† Amendment No.1 to the Employment Agreement between the Company and Thomas Mayrhofer, dated as of September 23, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2025)
10.19 Class A-1 Note Purchase Agreement, dated as of July 9, 2021, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, each of DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC, DigitalBridge Guarantor, LLC and DigitalBridge Co-Guarantor, LLC, as Co-Guarantors, Colony Capital Investment Holdco, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Barclays Bank PLC, as L/C Provider and Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 15, 2021)
10 unchanged sentences
10.28† Form of Restricted Stock Agreement under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2024)
−Removed: Exhibit Number Description
10.29† Form of Performance Restricted Stock Unit Agreement under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2024)
−Removed: 10.36† Consulting Agreement between Jacky Wu and the Company (pursuant to the terms of Mr.
−Removed: Wu’s employment agreement), dated as of June 30, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2024)
−Removed: 19* Insider Trading Policy, adopted August 1, 2023.
+Added: Exhibit Number Description
+Added: 19 Insider Trading Policy, adopted August 1, 2023 (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 21, 2025).
21.1* List of Subsidiaries of DigitalBridge Group, Inc.
44 unchanged sentences
Dale Anne Reiss
−Removed: /s/ Ian Schapiro Director February 21, 2025
Tolley Director February 26, 2026
+Added: /s/ Jay Wintrob Director February 26, 2026
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.