DigitalBridge Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 64 Consolidated Balance Sheets 65 Consolidated Statements of Operations 67 Consolidated Statements of Comprehensive Income (Loss) 68 Consolidated Statements of Equity 69 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements: 74 1. Business and Organization 74 2. Summary of Significant Accounting Policies 74 3 . Investments 87 4 . Intangible Assets 90 5 . Restricted Cash, Other Assets and Other Liabilities 91 6 . Debt 92 7 . Stockholders' Equity 93 8 . Noncontrolling Interests 95 9 . Fair Value 96 1 0 . Earnings per Share 99 1 1 . Fee Revenue 100 1 2 . Equity-Based Compensation 100 1 3 . Income Taxes 102 1 4 . Variable Interest Entities 105 1 5 . Transactions with Affiliates 107 1 6 . Segment Reporting 109 1 7 . Commitments and Contingencies 111 1 8 . Subsequent Events 112 63 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of DigitalBridge Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of DigitalBridge Group, Inc. (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 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2026, expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 64 Table of Contents Carried interest allocation from Company-sponsored funds Description of the Matter At December 31, 2025, the carrying value of the Company’s investments totaled $2.3 billion, including principal investments in Company-sponsored funds of $1.4 billion and carried interest allocation of $540.9 million. As discussed further in Notes 2 and 3 to the consolidated financial statements, the underlying investments of the Company’s sponsored investment vehicles (“underlying investments”) are reported at fair value as determined by management by applying the valuation techniques and using the significant unobservable inputs described therein, and the Company’s cumulative carried interest allocation is driven primarily by changes in fair value of the underlying investments. 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 performance of the portfolio company, economic conditions, and comparable transactions in the market, and is therefore subject to inherent uncertainties. Auditing management’s determination of the fair value of the underlying investments that contribute to the Company’s cumulative carried interest allocation which are valued using significant unobservable inputs is complex and involves a high degree of auditor subjectivity to address the higher estimation uncertainty. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s recognition of carried interest allocation, including controls over the Company’s investment valuation process for the underlying investments. This included management’s review controls over the assessment of the valuation techniques and significant unobservable inputs used to estimate the fair value of the underlying investments and management’s evaluation of the completeness and accuracy of the data used in the valuations of the underlying investments. Our audit procedures included, among others, evaluating which investments contributed to the Company’s cumulative carried interest allocation, testing the mathematical accuracy of the distribution waterfalls used to determine the Company’s share of income or loss from the underlying funds and agreeing data used in the waterfall calculations to the funds’ accounting records. For a sample of underlying investments where a cumulative increase in fair value contributed to the Company’s cumulative carried interest allocation, we performed procedures to evaluate the appropriateness of the methodology and key inputs and assumptions used in the valuation, including, but not limited to, performing sensitivities on the inputs or assumptions used in the valuation, comparing key inputs and assumptions used in the valuations to source documents or market data, and evaluating the existence of corroborating or contrary evidence obtained through other audit procedures. Our procedures varied based on the nature of each investment selected for testing. For certain investments, we involved our internal valuation specialists to perform corroborative analyses to assess whether the key assumptions used in the valuation and the estimated fair values were supported by observable market data. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2009. Los Angeles, California February 26, 2026 DigitalBridge Group, Inc. Consolidated Balance Sheets 65 Table of Contents (In thousands, except per share data) December 31, 2025 December 31, 2024 Assets Cash and cash equivalents $ 382,508 $ 302,154 Restricted cash 12,982 4,144 Investments 2,266,403 2,492,268 Goodwill 465,602 465,602 Intangible assets 48,395 72,460 Other assets 138,914 52,504 Due from affiliates 104,378 124,186 Total assets $ 3,419,182 $ 3,513,318 Liabilities Debt $ 298,804 $ 296,362 Other liabilities 670,155 725,766 Total liabilities 968,959 1,022,128 Commitments and contingencies (Note 17) Redeemable noncontrolling interests 33,226 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; 182,643 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 8,066,683 7,999,165 Accumulated deficit ( 6,761,498 ) ( 6,837,502 ) Accumulated other comprehensive income (loss) 5,616 505 Total stockholders’ equity 2,107,297 1,958,582 Noncontrolling interests in investment entities 268,977 430,528 Noncontrolling interests in Operating Company 40,723 77,724 Total equity 2,416,997 2,466,834 Total liabilities, redeemable noncontrolling interests and equity $ 3,419,182 $ 3,513,318 The accompanying notes form an integral part of the consolidated financial statements. 66 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Operations (In thousands, except per share data) Year Ended December 31, 2025 2024 2023 Revenues Fee revenue $ 374,447 $ 329,693 $ 264,117 Carried interest allocation (reversal) ( 376,174 ) 218,250 363,075 Principal investment income 73,119 30,023 145,448 Other income 22,567 29,062 48,743 Total revenues 93,959 607,028 821,383 Expenses Compensation expense—cash and equity-based 190,450 181,821 206,892 Compensation expense—incentive fee and carried interest allocation (reversal) ( 137,092 ) 144,650 186,030 Administrative and other expenses 64,247 114,985 86,937 Interest expense 17,622 16,438 24,540 Transaction-related costs 20,770 5,265 10,823 Depreciation and amortization 29,454 33,706 36,651 Total expenses 185,451 496,865 551,873 Other income (loss) Other gain (loss), net 74,458 58,652 96,119 Income (loss) from continuing operations before income taxes ( 17,034 ) 168,815 365,629 Income tax benefit (expense) ( 5,708 ) ( 2,944 ) ( 6 ) Income (loss) from continuing operations ( 22,742 ) 165,871 365,623 Income (loss) from discontinued operations ( 4,327 ) ( 18,865 ) ( 320,458 ) Net income (loss) ( 27,069 ) 147,006 45,165 Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 3,444 2,458 6,503 Investment entities ( 175,564 ) 73,343 ( 155,756 ) Operating Company 3,177 683 9,138 Net income (loss) attributable to DigitalBridge Group, Inc. 141,874 70,522 185,280 Preferred stock dividends 58,641 58,641 58,656 Preferred stock repurchases — — ( 927 ) Net income (loss) attributable to common stockholders $ 83,233 $ 11,881 $ 127,551 Income (loss) per share—basic Income (loss) from continuing operations per common share—basic $ 0.48 $ 0.18 $ 1.13 Net income (loss) attributable to common stockholders per common share—basic $ 0.46 $ 0.07 $ 0.78 Income (loss) per share—diluted Income (Loss) from continuing operations per common share—diluted $ 0.48 $ 0.18 $ 1.10 Net income (loss) attributable to common stockholders per common share—diluted $ 0.46 $ 0.07 $ 0.77 Weighted average number of shares Basic 175,456 168,437 159,868 Diluted 175,733 168,818 169,720 The accompanying notes form an integral part of the consolidated financial statements. 67 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2025 2024 2023 Net income (loss) $ ( 27,069 ) $ 147,006 $ 45,165 Equity method investments — — 318 Changes in accumulated other comprehensive income (loss) related to foreign currency translation 5,251 ( 974 ) 2,279 Comprehensive income (loss) ( 21,818 ) 146,032 47,762 Comprehensive income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 3,444 2,458 6,503 Investment entities ( 175,564 ) 73,343 ( 155,340 ) Operating Company 3,533 619 9,365 Comprehensive income (loss) attributable to stockholders $ 146,769 $ 69,612 $ 187,234 The accompanying notes form an integral part of the consolidated financial statements. 68 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (In thousands, except per share data) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at December 31, 2022 $ 800,355 $ 6,397 $ 7,818,068 $ ( 6,962,613 ) $ ( 1,509 ) $ 1,660,698 $ 2,743,896 $ 64,895 $ 4,469,489 Net income (loss) — — — 185,280 — 185,280 ( 155,756 ) 9,138 38,662 Other comprehensive income (loss) — — — — 1,954 1,954 416 227 2,597 Stock repurchases ( 5,685 ) — 927 — — ( 4,758 ) — — ( 4,758 ) Changes in common stock par value (Note 8) — ( 4,862 ) 4,862 — — — — — — DataBank recapitalization (Note 2) — — ( 14,791 ) — — ( 14,791 ) 33,001 — 18,210 Vantage SDC expansion capacity funded through equity, net of liability settlement (Note 2) — — 12,255 — — 12,255 97,307 — 109,562 Deconsolidation of investment entities (Note 2) — — — — 965 965 ( 2,137,819 ) — ( 2,136,854 ) Redemption of OP units for class A common stock — 3 981 — — 984 — ( 984 ) — Equity-based compensation — 122 53,343 — — 53,465 14,010 164 67,639 Shares canceled for tax withholdings on vested equity awards — ( 26 ) ( 18,654 ) — — ( 18,680 ) — — ( 18,680 ) Contributions from noncontrolling interests — — — — — — 115,781 — 115,781 Distributions to noncontrolling interests — — — — — — ( 104,681 ) ( 497 ) ( 105,178 ) Preferred stock dividends — — — ( 58,656 ) — ( 58,656 ) — — ( 58,656 ) Common stock dividends declared ($ 0.04 per share) — — — ( 6,513 ) — ( 6,513 ) — — ( 6,513 ) Reallocation of equity (Notes 2 and 8) — — ( 1,149 ) — 1 ( 1,148 ) ( 844 ) 1,992 — 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 The accompanying notes form an integral part of the consolidated financial statements. 69 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at 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) — — — 70,522 — 70,522 73,343 683 144,548 Other comprehensive income (loss) — — — — ( 910 ) ( 910 ) — ( 64 ) ( 974 ) Settlement of Wafra contingent consideration (Note 9) — 10 17,490 — — 17,500 — — 17,500 Reclassification of DBRG stock warrants (Note 10) — — 33,000 — — 33,000 — — 33,000 Exchange of notes for common stock (Note 6) — 83 72,634 — — 72,717 — — 72,717 Redemption of OP Units for class A common stock — 5 2,949 — — 2,954 — ( 2,954 ) — Equity-based compensation — 17 32,538 — — 32,555 — 161 32,716 Shares canceled for tax withholdings on vested equity awards — ( 5 ) ( 9,835 ) — — ( 9,840 ) — — ( 9,840 ) Deconsolidation of sponsored funds (Note 10) — — — — — — ( 262,970 ) — ( 262,970 ) Contributions from noncontrolling interests — — — — — — 24,588 — 24,588 Distributions to noncontrolling interests — — — — — — ( 9,744 ) ( 486 ) ( 10,230 ) Preferred stock dividends — — — ( 58,641 ) — ( 58,641 ) — — ( 58,641 ) Common stock dividends declared ($ 0.04 per share) — — — ( 6,881 ) — ( 6,881 ) — — ( 6,881 ) Reallocation of equity (Notes 2 and 8) — — ( 5,453 ) — 4 ( 5,449 ) — 5,449 — 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 The accompanying notes form an integral part of the consolidated financial statements. 70 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at 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) — — — 141,874 — 141,874 ( 175,564 ) 3,177 ( 30,513 ) Other comprehensive income (loss) — — — — 4,895 4,895 — 356 5,251 Redemption of OP units for class A common stock — 61 39,616 — — 39,677 — ( 39,677 ) — Equity-based compensation — 27 34,002 — — 34,029 — 189 34,218 Shares canceled for tax withholdings on vested stock awards — ( 6 ) ( 6,618 ) — — ( 6,624 ) — — ( 6,624 ) Consolidation of sponsored fund — — — — — — 80,810 — 80,810 Deconsolidation of sponsored fund — — — — — — ( 86,849 ) — ( 86,849 ) Contributions from noncontrolling interests — — — — — — 29,560 — 29,560 Distributions to noncontrolling interests — — — — — — ( 9,508 ) ( 312 ) ( 9,820 ) Preferred stock dividends — — — ( 58,641 ) — ( 58,641 ) — — ( 58,641 ) Common stock dividends declared ($ 0.04 per share) — — — ( 7,229 ) — ( 7,229 ) — — ( 7,229 ) Reallocation of equity (Notes 2 and 8) — — 518 — 216 734 — ( 734 ) — Balance at December 31, 2025 $ 794,670 $ 1,826 $ 8,066,683 $ ( 6,761,498 ) $ 5,616 $ 2,107,297 $ 268,977 $ 40,723 $ 2,416,997 The accompanying notes form an integral part of the consolidated financial statements. 71 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 2024 2023 Cash Flows from Operating Activities Net income (loss) $ ( 27,069 ) $ 147,006 $ 45,165 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Unrealized carried interest (allocation) reversal, net 224,516 ( 85,863 ) ( 151,005 ) Unrealized principal investment (income) loss ( 16,512 ) ( 11,655 ) ( 145,448 ) Equity-based compensation 34,218 34,716 67,639 Amortization of deferred financing costs and debt discount and premium, net 2,442 2,296 21,119 Depreciation and amortization 29,451 33,706 485,551 Deferred income tax (benefit) expense ( 1,121 ) ( 3,160 ) ( 69 ) Other (gain) loss, net ( 62,509 ) ( 37,351 ) ( 101,209 ) Other equity method (earnings) losses — — 15,188 Distributions of income from equity investments — — 3,776 Other adjustments, net ( 285 ) ( 443 ) ( 9,408 ) (Increase) decrease in other assets and due from affiliates 12,895 ( 14,602 ) ( 7,058 ) Increase (decrease) in other liabilities and due to affiliates 63,303 ( 4,528 ) 9,396 Net cash generated by (used in) operating activities 259,329 60,122 233,637 Cash Flows from Investing Activities Contributions to and acquisition of equity investments ( 395,893 ) ( 170,190 ) ( 584,589 ) Return of capital from equity and debt investments 116,640 55,905 79,229 Proceeds from sale of equity investments 155,672 106,398 695,683 Repayment of loans receivable — 1,000 6,804 Purchase of fixed assets ( 1,350 ) ( 3,588 ) — Investment deposits — — ( 4,140 ) Acquisition of InfraBridge, net of cash acquired (Note 2) — — ( 314,266 ) Net receipt (payment) on settlement of derivatives — — 3,401 Acquisition of and additions to real estate, related intangibles and leasing commissions — — ( 653,470 ) Cash derecognized in deconsolidation of sponsored funds and investment entities ( 1,065 ) ( 745 ) ( 229,183 ) Proceeds from DataBank recapitalization — — 21,487 Net cash generated by (used in) investing activities ( 125,996 ) ( 11,220 ) ( 979,044 ) Cash Flows from Financing Activities Dividends paid to preferred stockholders ( 58,641 ) ( 58,641 ) ( 58,761 ) Dividends paid to common stockholders ( 7,146 ) ( 6,771 ) ( 6,477 ) Repayment or redemption of senior notes — ( 5,000 ) ( 200,000 ) Shares canceled for tax withholdings on vested equity awards ( 6,624 ) ( 9,840 ) ( 18,680 ) Repurchases of preferred stock — — ( 4,758 ) Contributions from noncontrolling interests 36,360 28,988 116,081 Distributions to and redemption of noncontrolling interests ( 12,228 ) ( 22,077 ) ( 163,802 ) Borrowings from investment level debt — — 1,722,443 Repayments of investment level debt — — ( 1,199,865 ) Payment of deferred financing costs and prepayment penalties on investment level debt — — ( 38,029 ) Payment of contingent consideration to Wafra — ( 17,500 ) ( 90,000 ) Net cash generated by (used in) financing activities ( 48,279 ) ( 90,841 ) 58,152 Effect of foreign exchange on cash, cash equivalents and restricted cash 4,138 ( 2,013 ) 766 Net increase (decrease) in cash, cash equivalents and restricted cash 89,192 ( 43,952 ) ( 686,489 ) Cash, cash equivalents and restricted cash—beginning of period 306,298 350,250 1,036,739 Cash, cash equivalents and restricted cash—end of period $ 395,490 $ 306,298 $ 350,250 72 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (Continued) (In thousands) Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Year Ended December 31, 2025 2024 2023 Beginning of period Cash and cash equivalents $ 302,154 $ 345,335 $ 855,564 Restricted cash 4,144 4,915 4,854 Assets of discontinued operations—cash and cash equivalents — — 62,690 Assets of discontinued operations—restricted cash — — 113,631 Total cash, cash equivalents and restricted cash—beginning of period $ 306,298 $ 350,250 $ 1,036,739 End of period Cash and cash equivalents $ 382,508 $ 302,154 $ 345,335 Restricted cash 12,982 4,144 4,915 Total cash, cash equivalents and restricted cash—end of period $ 395,490 $ 306,298 $ 350,250 Supplemental Disclosure of Cash Flow Information Year Ended December 31, (In thousands) 2025 2024 2023 Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 13,325 $ 16,270 $ 179,071 Cash received (paid) for income taxes 6,699 5,941 57 Operating lease payments for corporate offices 9,346 9,151 9,096 Supplemental Disclosure of Cash Flows from Discontinued Operations Net cash generated by (used in) operating activities of discontinued operations $ ( 4,916 ) $ ( 11,892 ) $ 233,903 Net cash generated by (used in) investing activities of discontinued operations — ( 42 ) ( 600,050 ) Supplemental Disclosure of Noncash Investing and Financing Activities Dividends and distributions payable $ 16,545 $ 16,524 $ 16,477 Redemption of OP units for common stock 39,677 2,954 984 Exchange of notes into shares of class A common stock — 72,717 — Operating lease liabilities arising from establishment of ROU assets for corporate offices (Note 5) 4,039 2,342 15,314 Receivables from asset sales — — 662 Receivable from sale of principal investments 84,040 — — Contingent consideration valued at closing of InfraBridge acquisition — — 10,874 Settlement of Wafra contingent consideration through issuance of class A common stock (Note 7) — 17,500 — Vantage SDC capacity funded through equity, net of liability settlement (Note 2 ) — — 109,562 Assets of investment entities disposed of in sale of equity and/or deconsolidated (Note 2 ) — — 8,659,140 Liabilities of investment entities disposed of in sale of equity and/or deconsolidated (Note 2 ) — — 5,941,332 Noncontrolling interests of investment entities disposed of in sale of equity and/or deconsolidated (Note 2 ) — — 2,398,693 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 ( 148,286 ) 393,612 — Liabilities of sponsored funds deconsolidated 46,153 189 — Noncontrolling interests of sponsored funds deconsolidated 86,849 262,970 — The accompanying notes form an integral part of the consolidated financial statements. 73 Table of Contents DigitalBridge Group, Inc. Notes to Consolidated Financial Statements December 31, 2025 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 and fiber networks. 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 December 31, 2025 , with the remaining 3 % owned by certain current and former employees of the Company as noncontrolling interest. Proposed Acquisition of DBRG On December 29, 2025, DBRG, the Operating Company and indirect subsidiaries of SoftBank Group Corp. (TSE: 9984, "SoftBank") entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which, among other things, DBRG and the Operating Company would be acquired by such indirect subsidiaries pursuant to a series of mergers (the "Merger"). SoftBank, through its indirect subsidiaries, will acquire all of (i) DBRG's issued and outstanding common stock and (ii) the 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), for $ 16.00 per share or per unit in cash. 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. Consummation of the Merger requires approval by DBRG’s common stockholders, and is subject to certain other closing conditions, including receipt of required consents for the Company’s flagship investment funds and from a specified percentage of fee-paying clients of the Company, and receipt of regulatory approvals, as well as customary closing conditions. Upon consummation of the Merger, the Company will become an indirect, wholly-owned subsidiary of SoftBank. 2. Summary of Significant Accounting Policies The significant accounting policies of the Company are described below. Basis of Presentation 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 represents predominantly carried interest allocation to certain senior executives of the Company, 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 accounting principles generally accepted in the United States ("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. 74 Table of Contents 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 either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; 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 interest 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 Strategies 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 allocations to certain senior executives of the Company (Note 15) and a third party participation interest; (ii) equity interests held by current and former employees and a third party participation interest in general partner entities of the Company's sponsored funds; and (iii) limited partners of consolidated closed-end funds. Excluding carried interest, 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 75 Table of Contents based upon their weighted average ownership interest in OP during the period. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s membership units in OP ("OP units") for cash based on the market value of an equivalent number of shares of class A common stock of the Company at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis. At the end of each reporting period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP, as applicable. Foreign Currency Assets and liabilities denominated in a foreign currency for which the functional currency is a foreign currency are translated using the exchange rate in effect at the balance sheet date and the corresponding results of operations for such entities are translated using the average exchange rate in effect during the period. The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss in stockholders’ equity. Upon sale, complete or substantially complete liquidation of a foreign subsidiary, or upon partial sale of a foreign equity method investment, the translation adjustment associated with the foreign subsidiary or investment, or a proportionate share related to the portion of equity method investment sold, is reclassified from accumulated other comprehensive income or loss into earnings. Financial assets and liabilities denominated in a foreign currency for which the functional currency is the U.S. dollar are remeasured using the exchange rate in effect at the balance sheet date, whereas non-financial assets and liabilities are remeasured using the exchange rate on the date the item was initially recognized (i.e., the historical rate), and the corresponding results of operations for such entities are remeasured using the average exchange rate in effect during the period. The resulting foreign currency remeasurement adjustments are recorded in other gain (loss) on the consolidated statements of operations. Disclosures of non-U.S. dollar amounts to be recorded in the future are translated using exchange rates in effect at the date of the most recent balance sheet presented. Fair Value Measurement Fair value is based on an exit price, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Where appropriate, the Company makes adjustments to estimated fair values to appropriately reflect counterparty credit risk as well as the Company's own credit-worthiness. The estimated fair value of financial assets and financial liabilities are categorized into a three tier hierarchy, prioritized based on 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. Where the inputs used to measure the fair value of a financial instrument falls into different levels of the fair value hierarchy, the financial instrument is categorized within the hierarchy based on the lowest level of input that is significant to its fair value measurement. Due to the inherently judgmental nature of Level 3 fair value, changes in assumptions or inputs applied as of reporting date could result in a higher or lower fair value, and realized value may differ from the estimated unrealized fair value. Fair Value Option The fair value option provides an option to elect fair value as a measurement alternative for selected financial instruments. The fair value option may be elected only upon the occurrence of certain specified events, including when the Company enters into an eligible firm commitment, at initial recognition of the financial instrument, as well as upon a business combination or consolidation of a subsidiary. The election is irrevocable unless a new election event occurs. The Company has elected fair value option to account for certain equity method investments. 76 Table of Contents Business Combinations Definition of a Business —The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. For an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction). A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique or scarce. To qualify as a business without outputs, the acquired assets would require an organized workforce with the necessary skills, knowledge and experience to perform a substantive process. Business Combinations —The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method. Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values, except for contract assets and contract liabilities as discussed below. The excess of the consideration transferred over the value of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. With respect to contract assets and contract liabilities acquired in a business combination, these are not accounted for under the fair value basis at the time of acquisition. Instead, the Company determines the value of these revenue contracts as if it had originated the acquired contracts by evaluating the associated performance obligations, transaction price and relative stand-alone selling price at the original contract inception date or subsequent modification dates. The estimated fair values and allocation of consideration are subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed at time of acquisition. Contingent Consideration —Contingent consideration is classified as a liability or equity, as applicable. Contingent consideration in connection with the acquisition of a business or a VIE is measured at fair value on acquisition date, and unless classified as equity, is remeasured at fair value each reporting period thereafter until the consideration is settled, with changes in fair value included in earnings. Transfers of Financial Assets Sale accounting for transfers of financial assets is limited to the transfer of an entire financial asset, a group of financial assets in its entirety, or a component of a financial asset which meets the definition of a participating interest with characteristics that are similar to the original financial asset. Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. If the Company has any continuing involvement, rights or obligations with the transferred financial asset (outside of standard representations and warranties), sale accounting requires that the transfer meets the following conditions: (1) the transferred asset has been legally isolated; (2) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred asset; and (3) the Company does not maintain effective control over the transferred asset through an agreement that provides for (a) both an entitlement and an obligation by the Company to repurchase or redeem the asset before its maturity, (b) the unilateral ability by the Company to reclaim the asset and a more than trivial benefit attributable to that ability, or (c) the transferee requiring the Company to repurchase the asset at a price so favorable to the transferee that it is probable the repurchase will occur. If the criteria for sale accounting are met, the transferred financial asset is removed from the balance sheet and a net gain or loss is recognized upon sale, taking into account any retained interests. Transfers of financial assets that do not meet the criteria for sale are accounted for as financing transactions. Cash and Cash Equivalents Short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company's cash and cash equivalents are held with major financial institutions and may at times exceed federally insured limits. 77 Table of Contents Restricted Cash Restricted cash consists predominantly of cash reserves maintained pursuant to the governing agreement of the securitized debt of the Company. Investments Equity Investments A noncontrolling, unconsolidated ownership interest in an entity may be accounted for using one of: (i) equity method where applicable; (ii) fair value option if elected; (iii) fair value through earnings if fair value is readily determinable, including election of net asset value ("NAV") practical expedient where applicable; or (iv) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes. Marketable equity securities are recorded as of trade date. Dividend income is recognized on the ex-dividend date and is included in other income. The Company's share of earnings (losses) from equity method investments in its sponsored funds and fair value changes of equity method investments under the fair value option are recorded in principal investment income (loss). Fair value changes of other equity investments, including adjustments for observable price changes under the measurement alternative, are recorded in other gain (loss). Equity Method Investments —The Company accounts for investments under the equity method of accounting if it has the ability to exercise significant influence over the operating and financial policies of an entity, but does not have a controlling financial interest. The equity method investment is initially recorded at cost and adjusted each period for capital contributions, distributions and the Company's share of the entity’s net income or loss and where applicable, other comprehensive income or loss. The Company's share of net income or loss may differ from the stated ownership percentage interest in an entity if the governing documents prescribe a substantive non-proportionate earnings allocation formula or a preferred return to certain investors. Distributions of operating profits from equity method investments are reported as operating activities, while distributions in excess of operating profits are reported as investing activities in the statement of cash flows under the cumulative earnings approach. The Company's equity method investments are composed primarily of its interests in investment vehicles that it sponsors, reported as principal investments, as the Company exerts significant influence in its role as general partner. The Company recognizes earnings based upon its proportionate share of net income (loss) from these investment vehicles, primarily unrealized gain (loss) from changes in fair value of the underlying fund investments, and any distributions of income, including from realization events, recorded in principal investment income on the consolidated statements of operations. Pursuant to the governing documents of the funds, the Company may be required to bear organizational costs of the funds in excess of prescribed thresholds. If such costs are paid by the funds, the Company will contribute additional capital to the funds to settle such costs, with the contributed capital reflected as principal investment loss. As general partner, the Company is also entitled to a disproportionate allocation of returns based upon the extent to which cumulative performance of the investment vehicles exceed minimum return hurdles pursuant to terms of their respective governing agreements, that is, carried interests, which is discussed further in Note 3. Impairment —Evaluation of impairment applies to equity method investments for which fair value option has not been elected and equity investments under the measurement alternative. Impairment loss is recorded in other gain (loss). If indicators of impairment exist, the Company will first estimate the fair value of its investment. In assessing fair value, the Company generally considers, among others, the estimated enterprise value of the investee or fair value of the investee's underlying net assets, including net cash flows to be generated by the investee as applicable. For investments accounted for under the measurement alternative, if carrying value of the investment exceeds its fair value, an impairment is deemed to have occurred. For equity method investments, further consideration is made if a decrease in value of the investment is other-than-temporary to determine if impairment loss should be recognized. Assessment of other-than-temporary impairment involves management judgment, including, but not limited to, consideration of the investee’s financial condition, operating results, business prospects and creditworthiness, the Company's ability and intent to hold the investment until recovery of its carrying value, or a significant and prolonged decline in traded price of the investee’s equity security. If management is unable to reasonably assert that an impairment is temporary or believes that the Company may not fully recover the carrying value of its investment, then the impairment is considered to be other-than-temporary. Investments that are other-than-temporarily impaired are written down to their estimated fair value. 78 Table of Contents With respect to the Company's interests in its sponsored investment vehicles, the carrying value of these equity method investments are deemed to approximate fair value as the Company's share of income (loss) recorded each quarter reflects the fair value changes of the underlying investments held by these vehicles. Debt Securities Debt securities are recorded as of the trade date. Debt securities designated as available-for-sale (“AFS”) are reported at fair value and subject to impairment assessment, with unrealized gains or losses included as a component of other comprehensive income (loss). Upon disposition of AFS debt securities, the cumulative gains or losses in other comprehensive income (loss) that are realized are recognized in other gain (loss) on the statement of operations based on specific identification. Interest Income —Interest income from debt securities, including stated coupon interest payments and amortization of purchase premiums or discounts, is recognized using the effective interest method over the expected life of the debt securities. For beneficial interests in debt securities that are not of high credit quality (generally credit rating below AA) or that can be contractually settled such that the Company would not recover substantially all of its recorded investment, interest income is recognized as the accretable yield over the life of the securities using the effective yield method. The accretable yield is the excess of current expected cash flows to be collected over the net investment in the security, including the yield accreted to date. The Company evaluates estimated future cash flows expected to be collected on a quarterly basis, starting with the first full quarter after acquisition, or earlier if conditions indicating impairment are present. If the cash flows expected to be collected cannot be reasonably estimated, either at acquisition or in subsequent evaluation, the Company may consider placing the securities on nonaccrual, with interest income recognized using the cost recovery method. Impairment —The Company performs an assessment, at least quarterly, to determine whether its AFS debt securities are considered to be impaired; that is, if their fair value is less than their amortized cost basis. If the Company intends to sell the impaired debt security or is more likely than not will be required to sell the debt security before recovery of its amortized cost, the entire impairment amount is recognized in earnings within other gain (loss) as a write-off of the amortized cost basis of the debt security. If the Company does not intend to sell or is not more likely than not required to sell the debt security before recovery of its amortized cost, the credit component of the loss is recognized in earnings within other gain (loss) as an allowance for credit loss, which may be subject to reversal for subsequent recoveries in fair value. The non-credit loss component is recognized in other comprehensive income or loss ("OCI"). The allowance is charged off against the amortized cost basis of the security if in a subsequent period, the Company intends to or more likely than not will be required to sell the security, or if the Company deems the security to be uncollectible. In assessing impairment and estimating future expected cash flows, factors considered include, but are not limited to, credit rating of the security, financial condition of the issuer, defaults for similar securities, performance and value of assets underlying an asset-backed security. Goodwill Goodwill is an unidentifiable intangible asset and is recognized as a residual, generally measured as the excess of consideration transferred in a business combination over the identifiable assets acquired, liabilities assumed and noncontrolling interests in the acquiree. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination. Goodwill is tested for impairment at the reporting units to which it is assigned at least on an annual basis in the fourth quarter of each year, or more frequently if events or changes in circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying value, including goodwill. The assessment of goodwill for impairment may initially be performed based on qualitative factors to determine if it is more likely than not that the fair value of the reporting unit to which the goodwill is assigned is less than its carrying value, including goodwill. If so, a quantitative assessment is performed to identify both the existence of impairment and the amount of impairment loss. The Company may bypass the qualitative assessment and proceed directly to performing a quantitative assessment to compare the fair value of a reporting unit with its carrying value, including goodwill. Impairment is measured as the excess of carrying value over fair value of the reporting unit, with the loss recognized limited to the amount of goodwill assigned to that reporting unit. An impairment establishes a new basis for goodwill and any impairment loss recognized is not subject to subsequent reversal. Goodwill impairment tests require judgment, including identification of reporting units, assignment of 79 Table of Contents assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Identifiable Intangibles In a business combination or asset acquisition, the Company may recognize identifiable intangibles that meet either or both the contractual legal criterion or the separability criterion. An indefinite-lived intangible is not subject to amortization until such time that its useful life is determined to no longer be indefinite, at which point, it will be assessed for impairment and its adjusted carrying amount amortized over its remaining useful life. Finite-lived intangibles are amortized over their useful life in a manner that reflects the pattern in which the intangible is being consumed if readily determinable, for example, based upon expected cash flows; otherwise they are amortized on a straight-line basis. The useful life of all identified intangibles will be periodically reassessed and if useful life changes, the carrying amount of the intangible will be amortized prospectively over the revised useful life. The Company's identifiable intangible assets are generally valued under the income approach, using an estimate of future net cash flows, discounted based upon risk-adjusted returns for similar underlying assets. Identifiable intangibles recognized in acquisition of an investment management business generally include management contracts and investor relationships. Management contracts represent contractual rights to future fee revenue from in-place management contracts that are amortized based upon expected cash flows over the remaining term of the contracts. Investor relationships represent potential fee revenue generated from future reinvestment by existing investors that is amortized on a straight-line basis over its estimated useful life. Other intangible assets include trade names, which are recognized as a separate identifiable intangible asset to the extent the Company intends to continue using the trade name post-acquisition. Trade names are valued as the savings from royalty fees that would have otherwise been incurred, and are amortized on a straight-line basis over the estimated useful life, or not amortized if they are determined to have an indefinite useful life. Impairment Identifiable intangible assets are reviewed periodically to determine if circumstances exist which may indicate a potential impairment. If such circumstances are considered to exist, the Company evaluates if carrying value of the intangible asset is recoverable based upon an undiscounted cash flow analysis. Impairment loss is recognized for the excess, if any, of carrying value over estimated fair value of the intangible asset. An impairment establishes a new basis for the intangible asset and any impairment loss recognized is not subject to subsequent reversal. In evaluating investment management intangibles for impairment, such as management contracts and investor relationships, the Company considers various factors that may affect future fee revenue, including but not limited to, changes in fee basis, amendments to contractual fee terms, and projected capital raising for future investment vehicles. Indefinite life trade names are impaired if the Company determines that it no longer intends to use the trade name. Accounts Receivable and Related Allowance Cost Reimbursements and Recoverable Expenses —The Company is entitled to reimbursements and/or recovers certain costs paid on behalf of investment vehicles sponsored by the Company, which include: (i) organization and offering costs associated with the formation and capital raising of the investment vehicles up to specified thresholds; (ii) costs incurred in performing investment due diligence; and (iii) direct and indirect operating costs associated with managing the operations of certain investment vehicles. Indirect operating costs are recorded as expenses of the Company when incurred and amounts allocated and reimbursable are recorded as other income in the consolidated statements of operations on a gross basis to the extent the Company determines that it acts in the capacity of a principal in the incurrence of such costs. The Company facilitates the payment of organization and offering costs, cost of investment due diligence, and direct operating costs, all of which are recorded as due from affiliates on the consolidated balance sheet, until such amounts are repaid. Cost of investment due diligence related to unconsummated investments that are borne by the Company are expensed as transaction-related costs in the consolidated statement of operations. The Company assesses the collectability of such receivables and establishes an allowance for any balances considered not collectable. Fixed Assets Fixed assets of the Company are presented within other assets and carried at cost less accumulated depreciation and amortization. Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments which improve or extend the life of assets are capitalized and depreciated over their useful life. Depreciation and amortization is recognized on a straight-line basis over the estimated useful life of the assets, which range between 3 and 7 years for furniture, fixtures, equipment and capitalized software, and over the shorter of the lease term or useful life for leasehold improvements. 80 Table of Contents Leases The Company's leasing arrangements are composed of operating leases for its corporate offices. As lessee, the Company determines if an arrangement contains a lease and determines the classification of a leasing arrangement at its inception. A lease is classified as a finance lease, which represents a financed purchase of the leased asset, if the lease meets any of the following criteria: (a) asset ownership is transferred to lessee by end of lease term; (b) option to purchase asset is reasonably certain to be exercised by lessee; (c) the lease term is for a major part of the remaining economic life of the asset; (d) the present value of lease payments equals or exceeds substantially the fair value of the asset; or (e) the asset is of such a specialized nature that it is expected to have no alternative use at end of lease term. A lease is classified as an operating lease when none of the criteria are met. The Company also made the accounting policy election to treat lease and nonlease components in a lease contract as a single component. Short-term leases are not recorded on the balance sheet, with lease payments expensed on a straight-line basis over the lease term. Short-term leases are defined as leases which at commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For leases with terms greater than 12 months, a lessee's rights to use the leased asset and obligation to make future lease payments are recognized on balance sheet at lease commencement date as a right-of-use ("ROU") lease asset and a lease liability, respectively. The lease liability is measured based upon the present value of future lease payments over the lease term, discounted at the incremental borrowing rate. Variable lease payments are excluded and are recognized as lease expense as incurred. Lease renewal or termination options are taken into account only if it is reasonably certain that the option would be exercised. As an implicit rate is not readily determinable in most leases, an estimated incremental borrowing rate is applied, which is the interest rate that the Company or its subsidiary, where applicable, would have to pay to borrow an amount equal to the lease payments, on a collateralized basis over the lease term. In estimating incremental borrowing rates, consideration is given to recent debt financing transactions by the Company or its subsidiaries as well as publicly available data for debt instruments with similar characteristics, adjusted for the lease term. The ROU lease asset is measured based upon the corresponding lease liability, reduced by any lease incentives and adjusted to include capitalized initial direct leasing costs. The Company's ROU lease asset is presented within other assets and is amortized on a straight-line basis over the shorter of its useful life or remaining lease term. The Company's lease liability is presented within accrued and other liabilities. The lease liability is (a) reduced by lease payments made during the period; and (b) accreted to the balance as of the beginning of the period based upon the discount rate used at lease commencement. For finance leases, periodic lease payments are allocated between (i) interest expense, calculated based upon the incremental borrowing rate determined at commencement, to produce a constant periodic interest rate on the remaining balance of the lease liability, and (ii) reduction of lease liability. The combination of periodic interest expense and amortization expense on the ROU lease asset effectively reflects installment purchases on the financed leased asset, and results in a front-loaded expense recognition. Higher interest expense is recorded in the early periods as a constant interest rate is applied to the finance lease liability and the liability decreases over the lease term as cash payments are made. For operating leases, fixed lease expense is recognized over the lease term on a straight-line basis and variable lease expense is recognized in the period incurred. A lease that is terminated before expiration of its lease term would result in a derecognition of the lease liability and ROU lease asset, with the difference recorded in the income statement, reflected as other gain (loss). If a plan has been committed to abandon an ROU lease asset at a future date before the end of its lease term, amortization of the ROU lease asset is accelerated based on its revised useful life. If an ROU lease asset is abandoned with immediate effect and the carrying value of the ROU lease asset is determined to be unrecoverable, an impairment loss is recognized on the ROU lease asset. Financing Costs Debt discounts and premiums as well as debt issuance costs (except for revolving credit arrangements) are presented net against the associated debt on the balance sheet and amortized into interest expense using the effective interest method over the contractual term or expected life of the debt instrument. Costs incurred in connection with revolving credit arrangements are recorded as deferred financing costs in other assets, and amortized on a straight-line basis over the expected term of the credit facility. 81 Table of Contents Fee Revenue Fee revenue consists primarily of the following: Management Fees —The Company earns management fees for providing investment management services to its sponsored private funds and other investment vehicles, portfolio companies and managed accounts, which constitute a series of distinct services satisfied over time. In cases where the investment vehicle is determined to be the customer, management fees are recognized over the life of the investment vehicle as services are provided. When the investor is determined to be the customer, management fees are recognized over the investor's expected investment holding period. The governing documents of the investment vehicles may provide for certain fee credits or offsets to management fees. Such amounts include primarily termination or similar fees paid in connection with unconsummated investments that are reimbursable by the funds, and directors' fees paid by portfolio companies to employees of the Company in their capacity as non-management directors. These fee credits or offsets represent a component of the transaction price for the Company's provision of investment management services and are applied to reduce management fees payable to the Company. Incentive Fees —The Company is entitled to incentive fees from sub-advisory accounts in its Liquid Strategies. 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. Incentive fees take the form of a contractual fee arrangement, and unlike carried interests, do not represent an allocation of returns among equity holders of an investment vehicle. Incentive fees are a form of variable consideration and are recognized when it is probable that a significant reversal of the cumulative revenue will not occur, which is generally at the end of the performance measurement period. Management fees and incentive fees earned from consolidated funds and other investment vehicles are eliminated in consolidation. However, because the fees are funded by and earned from third party investors in these consolidated vehicles who represent noncontrolling interests, the Company's allocated share of net income from the consolidated funds and other vehicles is increased by the amount of fees that are eliminated. Accordingly, the elimination of these fees does not affect net income (loss) attributable to DBRG. Other Income Other income includes primarily the following: Cost Reimbursements from Affiliates —For various services provided to certain affiliates, including managed investment vehicles, the Company is entitled to receive reimbursements of expenses incurred, generally based on expenses that are directly attributable to providing those services and/or a portion of overhead costs. To the extent the Company determines that it acts in the capacity of a principal in the incurrence of such costs on behalf of the managed investment vehicle, the cost reimbursement is presented on a gross basis in other income and the expense in administrative expense in the consolidated statement of operations in the period the costs are incurred. To the extent the Company determines that it acts in the capacity of an agent, the cost reimbursement is presented on a net basis in the consolidated statement of operations. Compensation Compensation comprises salaries, bonus including discretionary awards and contractual amounts for certain senior executives, benefits, severance payments, incentive fee and carried interest compensation, and equity-based compensation. Bonus is accrued over the employment period to which it relates. Incentive Fee and Carried Interest Compensation —This represents a portion of incentive fees and carried interest earned by the Company that are allocated to senior management, investment professionals and certain other employees of the Company. Incentive fees and carried interest compensation is generally recorded as the related incentive fees and carried interest are recognized in earnings. Carried interest compensation amounts may be reversed if there is a decline in the cumulative carried interest amounts previously recognized. Incentive fee and carried interest compensation are generally not paid to management or other employees until the related incentive fees and carried interest amounts are distributed by the investment vehicles to the Company. If the related carried interest distributions received by the Company are subject to clawback, the previously distributed carried interest to employees 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. The amount withheld resides in entities outside of the Company. 82 Table of Contents Equity-Based Compensation —Equity-classified stock awards granted to employees and non-employees that have a service condition and/or a market or performance condition are measured at fair value at date of grant. A modification in the terms or conditions of an award, unless the change is non-substantive, represents an exchange of the original award for a new award. The modified award is revalued and incremental compensation cost is recognized for the excess, if any, between fair value of the award upon modification and fair value of the award immediately prior to modification. Total compensation cost recognized for a modified award, however, cannot be less than its grant date fair value, unless at the time of modification, the service or performance condition of the original award was not expected to be satisfied. An award that is probable of vesting both before and after modification will result in incremental compensation cost only if terms affecting its estimate of fair value have been modified. Liability-classified stock awards are remeasured at fair value at the end of each reporting period until the award is fully vested. Compensation expense is recognized on a straight-line basis over the requisite service period of each award, with the amount of compensation expense recognized at the end of a reporting period at least equal the portion of fair value of the respective award at grant date or modification date, as applicable, that has vested through that date. For awards with a performance condition, compensation expense is recognized only if and when it becomes probable that the performance condition will be met, with a cumulative adjustment from service inception date, and conversely, compensation cost is reversed to the extent it is no longer probable that the performance condition will be met. For awards with a market condition, compensation cost is not reversed if a market condition is not met so long as the requisite service has been rendered, as a market condition does not represent a vesting condition. Compensation expense is adjusted for actual forfeitures upon occurrence. Income Taxes Provision for income taxes consists of a current and deferred component. Current income taxes represent income tax to be paid or refunded for the current period. The Company uses the asset and liability method to provide for income taxes, which requires that the Company's income tax provision reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus for income tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on enacted tax rates that the Company expects to be in effect upon realization of the underlying amounts when they become deductible or taxable and the differences reverse. A deferred tax asset is also recognized for net operating losses ("NOL"), capital loss and tax credit carryforwards. A valuation allowance for deferred tax assets is established if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized based upon the weight of all available positive and negative evidence. Realization of deferred tax assets is dependent upon the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted earnings and prudent and feasible tax planning strategies. An established valuation allowance may be reversed in a future period if the Company subsequently determines it is more likely than not that all or some portion of the deferred tax asset will become realizable. Uncertain Tax Positions Income tax benefits are recognized for uncertain tax positions that are more likely than not to be sustained based solely on their technical merits. Such uncertain tax positions are measured as the largest amount of benefit that is more likely than not to be realized upon settlement. The difference between the benefit recognized and the tax benefit claimed on a tax return results in an unrecognized tax benefit. The Company evaluates on a quarterly basis whether it is more likely than not that its uncertain tax positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations. The evaluation of uncertain tax positions is based upon various factors including, but not limited to, changes in tax law, measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. Income tax related interests and penalties, if any, are included as a component of income tax benefit (expense). Earnings Per Share The Company calculates basic earnings per share ("EPS") using the two-class method which defines unvested stock based payment awards that contain nonforfeitable rights to dividends as participating securities. The two-class method is an allocation formula that determines EPS for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. EPS is calculated by dividing earnings allocated to common stockholders by the weighted-average number of common shares outstanding during the period. 83 Table of Contents Diluted EPS is based upon the weighted-average number of common shares and the effect of potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents represent the assumed issuance of common shares in settlement of certain arrangements if determined to be dilutive, generally based upon the more dilutive of the two-class method or the treasury stock method, or based upon the if-converted method for the assumed conversion of convertible debt. The earnings allocated to common stockholders is adjusted to add back the income or loss associated with the potentially dilutive instruments that are assumed to result in the issuance of common shares if determined to be dilutive, such as interest expense on convertible debt. In circumstances where discontinued operations is reported, income from continuing operations is used as the benchmark to determine whether including potential common shares in diluted EPS computation would be antidilutive. Accordingly, if there is a loss from continuing operations and potential common shares would be antidilutive due to the loss, but there is net income after adjusting for discontinued operations, the potential common shares would be excluded from diluted EPS computation even though the effect on net income would be dilutive, because income from continuing operations is used as the benchmark. 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 the following: • In all periods presented, 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. • In 2023, the operations of digital infrastructure portfolio companies that represented the Company's former Operating segment prior to their full deconsolidation and qualification as discontinued operations on December 31, 2023. The Operating segment was previously composed of balance sheet equity interests in two digital infrastructure portfolio companies, DataBank and Vantage SDC, an edge colocation and a stabilized hyperscale data center business, respectively. These portfolio companies directly held and operated data centers, earning rental income from providing use of data center space and/or capacity through leases, services and other tenant arrangements. Prior to deconsolidation and reclassification as discontinued operations, a majority of the assets, liabilities and operating results of DataBank and Vantage SDC were attributed to third party investors, presented as noncontrolling interests in investment entities. DataBank— During 2023, DataBank was partially recapitalized through multiple sales of equity interest to new investors. The Company received its share of net proceeds from the sale totaling $ 49.4 million in 2023, including its share of carried interest, net of allocation to employees, totaling $ 27.9 million. In 2023, the completion of the recapitalization further reduced the Company's ownership interest in DataBank, resulting in a deconsolidation of DataBank. In connection therewith, the Company realized a $ 3.7 million gain from the sale of its equity interest in the final closing of the recapitalization, and remeasured its then remaining equity interest in DataBank at a fair value of $ 434.5 million, resulting in an unrealized gain of $ 275.0 million. The total gain of $ 278.7 million was recorded in other gain (loss) on the consolidated statement of operations in 2023. Vantage SDC— The Company and its co-investors had committed to acquire the future build-out and lease-up of the expanded capacity and existing inventory in Vantage SDC, the costs of which were to be borne by the existing owners of Vantage SDC. The cost of the expansion capacity had been funded by Vantage SDC from borrowings or through cash from operations, except for a $ 122.0 million payment that was deferred in 2023 and treated as a contribution of assets by the existing owners of Vantage SDC that was funded through equity. On December 31, 2023, there was an accelerated settlement of $ 36.0 million of the deferred payment through a combination of a reallocation of equity from DBRG and its co-investors to the existing owners and issuance of a note payable to an existing owner. This settlement transaction resulted in a dilution of the ownership held by DBRG and its co-investors in Vantage SDC, and in connection therewith, a dilution of the Company's voting rights in Vantage SDC, resulting in a deconsolidation of Vantage SDC. The Company's interest in Vantage SDC at December 31, 2023 was held through two single asset funds that were consolidated, and which were subsequently deconsolidated in the second quarter of 2024 (Note 9). 84 Table of Contents Following deconsolidation of DataBank in 2023 and the Vantage SDC funds in 2024, the Company's co-investments in DataBank and Vantage SDC are reflected as principal investments under the equity method . • In March 2023, the Company's equity method investment in BrightSpire Capital, Inc. (NYSE: BRSP) was sold for net proceeds totaling $ 201.6 million, with impairment loss of $ 9.7 million recorded in 2023 prior to its disposition. The Company's investment in BRSP qualified as discontinued operations in March 2023. Income (Loss) from discontinued operations is summarized as follows. Year Ended December 31, (In thousands) 2025 2024 2023 Revenues $ 5,112 $ 7,649 $ 783,121 Expenses ( 9,536 ) ( 10,669 ) ( 1,089,481 ) Other gain (loss) 641 ( 16,035 ) ( 12,517 ) Income (Loss) from discontinued operations before income taxes ( 3,783 ) ( 19,055 ) ( 318,877 ) Income tax benefit (expense) ( 544 ) 190 ( 1,581 ) Income (Loss) from discontinued operations ( 4,327 ) ( 18,865 ) ( 320,458 ) Income (Loss) from discontinued operations attributable to noncontrolling interests: Investment entities — 1,199 ( 260,120 ) Operating Company ( 223 ) ( 1,372 ) ( 4,339 ) Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc. $ ( 4,104 ) $ ( 18,692 ) $ ( 55,999 ) Assets of Discontinued Operations The Company initially measures assets and liabilities of discontinued operations at the lower of their carrying amounts or fair value less disposal costs. For bulk sale transactions, the unit of account is the disposal group, with any excess of the aggregate carrying value over estimated fair value less costs to sell allocated to the individual assets within the group. Assets of discontinued operations consisted of remaining equity investments excluded from the Company's 2021 bulk sale of its real estate related investments. Accounting Standards Adopted in 2025 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 reporting date; and (b) 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 for the 2025 fiscal year. The resulting expanded income tax disclosures are reflected in Note 13, in particular the further disaggregation of effective tax rate reconciliation and net income tax payments for 2025. 85 Table of Contents 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 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 applies prospectively to interim and annual reporting periods beginning January 1, 2026, with early adoption 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, with early adoption 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 86 Table of Contents 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. 3. Investments The Company's equity and debt investments are represented by the following: (In thousands) December 31, 2025 December 31, 2024 Equity method investments Principal investments $ 1,433,113 $ 1,391,316 Carried interest allocation 540,890 894,553 Other equity investments 25,570 24,854 Debt investment 30,490 35,122 2,030,063 2,345,845 Equity investments of consolidated funds Marketable equity securities 115,101 83,269 Other investment 121,239 63,154 $ 2,266,403 $ 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 on the consolidated statements of operations. 87 Table of Contents Carried Interest Carried interest 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 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. Realization of carried interest occurs upon disposition of all underlying investments of the fund, or in part the disposition of each investment. 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. Unrealized carried interest 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 and comparable transactions in the market. 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. Generally, carried interest 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 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 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. 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. 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 and reversal in accordance with the related carried interest income earned by the Company, and is not paid until the Company receives carried interest distributions from its funds. 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. The amount withheld resides in entities outside of the Company. Carried interest is presented gross of allocation to employees and third party participation interest. Carried Interest Distributed In 2025, carried interest of $ 2.5 million was distributed, of which $ 1.6 million was allocated to current and former employees, recorded as carried interest compensation as well as amounts attributable to noncontrolling interests (Note 15). In 2024, there was an immaterial distribution of carried interest. Clawback Obligation 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. The clawback liability is included in amount due to affiliates (Note 15). 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, included in amount due from affiliates (Note 15) and as an allocation to noncontrolling interests in investment entities. To satisfy employees' clawback obligation, a portion of carried interest is withheld from payment to employees at the time of distribution. The Company's share of the clawback obligation, on a net basis, was $ 2.9 million. At December 31, 2024, the Company did not have a liability for clawback obligation on previously distributed carried interest. If, at December 31, 2025, all of the funds' investments are deemed to have no value, a possibility that the Company views as remote, the amount of carried interest distributed to date subject to potential clawback would be $ 103.5 million on an after-tax basis, of which $ 66.2 million would be the responsibility of current and former employees and $ 2.6 million 88 Table of Contents the responsibility of a third party participation interest. To satisfy employees' clawback obligation, $ 20.6 million had been held back from employees as of December 31, 2025. Other Equity Investments Other equity investments include primarily venture investments and an investment in a managed account. These investments are generally carried at fair value or under the measurement alternative, which is at cost, adjusted for impairment and observable price changes. Changes in the value of these investments are recorded in other gain (loss) on the consolidated statements of operations. Debt 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 December 31, 2025 $ 30,490 $ — $ — $ — $ 30,490 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 December 31, 2025 and December 31, 2024, the Company determined that the issued price of the subordinated notes, net of capital distributions, approximates a reasonable representation of fair value and that the CLO subordinated notes are not impaired. Equity Investments of Consolidated Funds The Company consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner (Note 14). Equity investments of consolidated funds are composed of marketable equity securities held by funds in the liquid securities strategy and a venture investment held by a single asset fund. Equity investments of consolidated funds are carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations. Combined Financial Information of Equity Method Investees Selected combined financial information of the Company's equity method investees, which represent the Company's sponsored investment vehicles, are as follows. Such amounts represent combined totals at the investee level and not the Company's proportionate share. Selected Combined Balance Sheet Information • Total assets of $ 54.6 billion at December 31, 2025 and $ 46.6 billion at December 31, 2024. • Total liabilities of $ 0.8 billion at December 31, 2025 and $ 1.4 billion at December 31, 2024. • Owners' equity of $ 53.8 billion at December 31, 2025 and $ 45.2 billion at December 31, 2024. 89 Table of Contents Selected Combined Statements of Operations Information • Total revenues of $ 507.6 million, $ 225.8 million and $ 117.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. • Net income of $ 2.9 billion, $ 1.7 billion and $ 3.0 billion for the years ended December 31, 2025, 2024 and 2023, respectively. 4. Intangible Assets Intangible assets are composed of the following: December 31, 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 $ 139,682 $ ( 117,342 ) $ 22,340 $ 138,494 $ ( 97,371 ) $ 41,123 Investor relationships 54,497 ( 30,634 ) 23,863 53,322 ( 24,761 ) 28,561 Trade name 4,300 ( 2,769 ) 1,531 4,300 ( 2,337 ) 1,963 Other (3) 1,518 ( 857 ) 661 1,518 ( 705 ) 813 $ 199,997 $ ( 151,602 ) $ 48,395 $ 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 $ 25.6 million, $ 31.0 million and $ 34.6 million for the years ended December 31, 2025, 2024 and 2023, 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) 2026 2027 2028 2029 2030 2031 and thereafter Total Amortization expense $ 17,836 $ 12,064 $ 7,969 $ 3,156 $ 1,493 $ 5,877 $ 48,395 90 Table of Contents 5. Restricted Cash, Other Assets and Other Liabilities Restricted Cash Restricted cash represents primarily cash reserves that are maintained pursuant to the governing documents of the corporate securitized debt. Other Assets The following table summarizes the Company's other assets. (In thousands) December 31, 2025 December 31, 2024 Prepaid taxes and deferred tax assets, net $ 3,936 $ 3,447 Operating lease right-of-use asset for corporate offices 21,237 28,901 Accounts receivable, net (1) 96,470 3,003 Prepaid expenses 6,758 4,070 Other assets 1,197 2,202 Fixed assets, net (2) 6,988 9,712 Assets of discontinued operations 193 445 136,779 51,780 Other assets of consolidated funds 2,135 724 Total other assets $ 138,914 $ 52,504 __________ (1) Amount at December 31, 2025 i ncluded $ 90.1 million of consideration due from fund investors who assumed interests in the Company's sponsored funds previously held by the Company, with such amounts fully received in January 2026. (2) Net of accumulated depreciation of $ 10.2 million at December 31, 2025 and $ 10.0 million at December 31, 2024 . Other Liabilities The following table summarizes the Company's other liabilities: (In thousands) December 31, 2025 December 31, 2024 Deferred investment management fees (Note 11) (1) $ 26,882 $ 9,306 Interest payable on corporate debt 98 164 Common and preferred stock dividends payable 16,545 16,524 Current and deferred income tax liability 5,377 5,798 Accrued compensation 69,475 54,644 Accrued incentive fee and carried interest compensation 358,506 497,288 Operating lease liability for corporate offices 32,162 43,351 Accounts payable and accrued expenses 43,888 26,213 Due to affiliates (Note 15) 26,112 1,675 Other liabilities 3,084 12,796 Liabilities of discontinued operations — 259 582,129 668,018 Other liabilities of consolidated funds Securities sold short 74,287 47,930 Due to custodians 13,483 9,121 Other liabilities 256 697 Total other liabilities $ 670,155 $ 725,766 __________ (1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 4.3 years and 3.2 years as of December 31, 2025 and December 31, 2024. Deferred investment management fees recognized as income of $ 4.7 million in 2025 and $ 3.8 million in 2024 pertain to the deferred management fee balance at the beginning of each respective year. 91 Table of Contents 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. December 31, 2025 December 31, 2024 (In thousands) Principal Deferred Financing Cost Amortized Cost Principal Deferred Financing Cost Amortized Cost Securitized financing facility $ 300,000 $ ( 1,196 ) $ 298,804 $ 300,000 $ ( 3,638 ) $ 296,362 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 ("ARD") (2) Years Remaining to ARD (2) Class A-2 Notes $ 300,000 3.93 % September 2026 0.7 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 ARD 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. 92 Table of Contents 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 Shares outstanding at December 31, 2022 33,111 159,763 166 Stock repurchases ( 235 ) — — Shares issued upon redemption of OP Units — 253 — Equity awards issued, net of forfeitures — 4,835 — Shares canceled for tax withholding on vested equity awards — ( 1,642 ) — 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 — 452 — Settlement of Wafra contingent consideration (1) — 1,020 — Conversion of class B to class A common stock — 16 ( 16 ) Equity awards issued, net of forfeitures — 1,772 — Shares canceled for tax withholding on vested equity awards — ( 512 ) — 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 — 2,815 — Shares canceled for tax withholding on vested equity awards — ( 652 ) — Shares outstanding at December 31, 2025 32,876 182,643 — __________ (1) In connection with the 2022 redemption of Wafra's investment in the Company's investment management business, contingent consideration was payable to Wafra based upon the Company achieving certain fundraising targets through December 31, 2023. 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 December 31, 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 93 Table of Contents 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. 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 previously issued as consideration in the Company's acquisition in April 2015 of the investment management business and operations of its former manager, which was then 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. In 2023, the Company repurchased 235,223 shares in aggregate across Series H, I and J preferred stock for approximately $ 4.7 million, or a weighted average price of $ 20.18 per share, pursuant to a $ 200 million stock repurchase program that expired in June 2023. The excess or deficit of the repurchase price over the carrying value of the preferred stock results in a decrease or increase to net income attributable to common stockholders, respectively. Accumulated Other Comprehensive Income (Loss) The following table presents the changes in each component of AOCI attributable to stockholders, net of immaterial tax effect. Changes in Components of AOCI—Stockholders (In thousands) Foreign Currency Translation Gain (Loss) Company's Share in AOCI of Equity Method Investments Total AOCI at December 31, 2022 $ ( 1,214 ) $ ( 295 ) $ ( 1,509 ) Other comprehensive income (loss) before reclassifications 2,906 ( 1 ) 2,905 Amounts reclassified from AOCI (1) ( 1,246 ) 296 ( 950 ) Deconsolidation of investment entities (Note 2) 965 — 965 AOCI at December 31, 2023 $ 1,411 $ — $ 1,411 Other comprehensive income (loss) before reclassifications ( 889 ) — ( 889 ) Amounts reclassified from AOCI (1) ( 17 ) — ( 17 ) AOCI at December 31, 2024 $ 505 $ — $ 505 Other comprehensive income (loss) 5,111 — 5,111 AOCI at December 31, 2025 $ 5,616 $ — $ 5,616 __________ (1) Represent primarily the release of foreign currency cumulative translation adjustments which are included in other gain (loss) in continuing and discontinued operations on the consolidated statements of operations, as applicable, except for 2023 amounts related to equity method investments, which are included in equity method losses in discontinued operations. 94 Table of Contents The following table presents the change in a component of AOCI attributable to noncontrolling interests in investment entities for 2023. There was no activity in 2025 and 2024. AOCI attributable to noncontrolling interests in Operating Company was immaterial. Changes in Components of AOCI—Noncontrolling Interests in Investment Entities (In thousands) Foreign Currency Translation Gain (Loss) AOCI at December 31, 2022 $ ( 3,015 ) Other comprehensive income (loss) before reclassifications 884 Amounts reclassified from AOCI (1) ( 468 ) Deconsolidation of investment entities (Note 2) 2,550 AOCI at December 31, 2023 $ ( 49 ) __________ (1) Represent the release of foreign currency cumulative translation adjustments which are included in other gain (loss) in continuing and discontinued operations on the consolidated statements of operations. 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. Year Ended December 31, (In thousands) 2025 2024 2023 Redeemable noncontrolling interests Beginning balance $ 24,356 $ 17,862 $ 100,574 Contributions 6,800 4,400 300 Distributions paid and payable, including redemptions ( 1,374 ) ( 364 ) ( 89,515 ) Net income (loss) 3,444 2,458 6,503 Ending balance $ 33,226 $ 24,356 $ 17,862 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 6,128,311 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. 95 Table of Contents 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. Fair Value Measurement Hierarchy (In thousands) Level 1 Level 2 Level 3 Total December 31, 2025 Assets Investments (Note 3) Other equity investments—Marketable equity securities $ 401 $ — $ — $ 401 CLO subordinated notes — — 30,490 30,490 Equity investments of consolidated funds 115,102 — 121,239 236,341 Fair Value Option: Equity method investment — — 144,037 144,037 Liabilities Other liabilities InfraBridge contingent consideration — — 2,500 2,500 DBRG stock warrants — — 400 400 Securities of consolidated fund sold short 74,287 — — 74,287 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 a venture investment held by a single asset fund. 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. The venture investment, classified as level 3, was valued using a recent transacted price at December 31, 2025 and a market approach that considers revenue multiples of other comparable companies at December 31, 2024. 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 8.2 % weighted average cost of capital at December 31, 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 96 Table of Contents investment was subsequently redeemed in 2022, while the warrants remain outstanding. Each warrant entitled Wafra to purchase up to 1,338,000 shares of the Company's class A common stock at staggered strike prices between $ 9.72 and $ 24.00 each, exercisable through July 17, 2026. The terms of the warrant purchase agreement provided for net cash settlement upon exercise of the warrants, at election of either the Company or Wafra, if such exercise would result in Wafra beneficially owning in excess of 9.8 % of the issued and outstanding shares of the Company's class A common stock. Inclusion of the cash settlement feature resulted in 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 December 31, 2025, the two liability-classified warrants were carried at fair value, classified as Level 3, measured using a Black-Scholes option pricing model by applying the following inputs: (a) estimated volatility for DBRG's class A common stock of 30.0 % ( 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 3.58 % 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 December 31, 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 6.6 % and 7.3 %, respectively, to derive a present value amount, classified as Level 3 of the fair value hierarchy. 97 Table of Contents 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 130,320 — — — — Unrealized gain (loss) in earnings, net 134 40,154 5,500 5,238 — Reclassification to equity — — 33,000 — — Deconsolidation of sponsored funds — ( 393,614 ) — — — Fair value at December 31, 2024 $ 137,154 $ 63,154 $ ( 700 ) $ ( 6,100 ) $ — Net unrealized gain (loss) in earnings on instruments held at December 31, 2024 $ 134 $ 40,154 $ 8,400 $ 5,238 $ — 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 (2) — 619 — — ( 619 ) Realized and unrealized gain (loss) in earnings, net 6,883 50,541 300 3,600 — Disposition — ( 9,790 ) — — — Deconsolidation of sponsored funds — ( 148,286 ) — — 14,801 Fair value at December 31, 2025 $ 144,037 $ 121,239 $ ( 400 ) $ ( 2,500 ) $ — Net unrealized gain (loss) in earnings on instruments held at December 31, 2025 $ 6,883 $ 43,763 $ 300 $ 3,600 $ — __________ (1) Represents additional allocation to consolidated fund following further syndication of interest in portfolio company from a non-consolidated fund to the consolidated fund. Fund was deconsolidated in the fourth quarter of 2025. (2) Represents contingent consideration of a single-asset fund which was consolidated in the third quarter of 2025 and deconsolidated in the fourth quarter of 2025. Changes in fair value of the contingent consideration was reflected as an equivalent change in the cost of the fund's corresponding investment, with no effect to earnings. 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. An equity investment accounted for under the measurement alternative was carried at its estimated fair value of $ 3.7 million at December 31, 2025 based upon a recent transaction price. Two equity investments accounted for under he measurement alternative were carried at an aggregate estimated fair value of $ 15.0 million at December 31, 2024 based upon pricing from a recent funding, and applying a probability-weighted approach to different recovery outcomes. These represent level 3 fair values. Fair Value of Financial Instruments Reported at Cost 98 Table of Contents The Company's debt obligation, specifically its secured fund fee revenue notes had fair values of $ 294.8 million at December 31, 2025 and $ 285.8 million at December 31, 2024, estimated based upon indicative quotes. The carrying values of cash and cash equivalents, accounts receivable, due from and to affiliates, interest payable and accounts payable generally approximate fair value due to their short term nature, and credit risk, if any, is negligible. 10. Earnings per Share The following table presents the basic and diluted earnings per common share computations. Year Ended December 31, (In thousands, except per share data) 2025 2024 2023 Net income (loss) allocated to common stockholders Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc. $ 145,978 $ 89,214 $ 241,279 Preferred stock repurchases/redemptions (Note 7) — — 927 Preferred dividends ( 58,641 ) ( 58,641 ) ( 58,656 ) Income (Loss) allocated to participating securities ( 1,846 ) ( 221 ) ( 2,179 ) Income (Loss) from continuing operations attributable to common stockholders 85,491 30,352 181,371 Income (Loss) from discontinued operations attributable to common stockholders ( 4,104 ) ( 18,692 ) ( 55,999 ) Net income (loss) attributable to common stockholders—basic 81,387 11,660 125,372 Interest expense attributable to exchangeable notes (Note 6) — — 5,050 Net income (loss) allocated to common stockholders—basic and diluted $ 81,387 $ 11,660 $ 130,422 Weighted average common shares outstanding Weighted average number of common shares outstanding—basic 175,456 168,437 159,868 Weighted average effect of dilutive shares (1)(2)(3) 277 381 9,852 Weighted average number of common shares outstanding—diluted 175,733 168,818 169,720 Income (Loss) per share—basic Income (Loss) from continuing operations $ 0.48 $ 0.18 $ 1.13 Income (Loss) from discontinued operations ( 0.02 ) ( 0.11 ) ( 0.35 ) Net income (loss) attributable to common stockholders per common share—basic $ 0.46 $ 0.07 $ 0.78 Income (Loss) per share—diluted Income (Loss) from continuing operations $ 0.48 $ 0.18 $ 1.10 Income (Loss) from discontinued operations ( 0.02 ) ( 0.11 ) ( 0.33 ) Net income (loss) attributable to common stockholders per common share—diluted $ 0.46 $ 0.07 $ 0.77 __________ (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 140,500 , 130,415 and 118,484 in 2025. 2024 and 2023, respectively; (ii) DBRG stock warrants that were in-the-money (Note 9) of 136,408 in 2025; (iii) Wafra contingent consideration that was settled in March 2024 (Note 7) of 250,920 in 2024 and 1,209,536 in 2023; and (iv) senior notes that are no longer outstanding effective April 2024 (Note 6) of $ 5.0 million of interest expense and 8,524,130 shares in 2023. (2) The calculation of diluted earnings per share excludes the effects of the following as their inclusion would be antidilutive: (i) DBRG stock warrants that were in-the-money (Note 9) of 752,100 in 2024 and 667,400 in 2023; and (ii) senior notes that are no longer outstanding effective April 2024 (Note 6) of $ 0.4 million and $ 3.1 million of interest expense and 2,310,200 and 912,900 shares in 2024 and 2023, 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 December 31, 2025 , 2024 and 2023, 5,795,060 , 11,923,400 and 12,375,800 of OP units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented. 99 Table of Contents 11. Fee Revenue The following table presents the Company's fee revenue by type. Year Ended December 31, (In thousands) 2025 2024 2023 Management fees $ 360,564 $ 311,210 $ 258,288 Incentive fees 13,113 16,548 3,229 Other fees 770 1,935 2,600 Total fee revenue $ 374,447 $ 329,693 $ 264,117 Management Fees — Management fees are generally calculated based upon the following per annum contractual rates: • Commingled equity funds—up to 1.60 % of investors' committed capital during the commitment period, and thereafter, invested capital (subject to certain reductions for NAV write-downs); • Credit and other equity funds—up to 2.00 % of contributed or invested capital from inception; • Co-investment vehicles—up to 1.25 % of contributed or invested capital from inception; 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 64.0 % of total management fees in 2025. 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 100 Table of Contents 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 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). 101 Table of Contents 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 all periods presented. 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 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. Year Ended December 31, (In thousands) 2025 2024 2023 Compensation expense $ 34,764 $ 35,676 $ 55,597 Administrative expense 538 — 228 $ 35,302 $ 35,676 $ 55,825 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 2,876,739 — 46,577 832,574 485,902 4,241,792 9.32 9.90 Vested ( 1,946,354 ) — ( 31,502 ) ( 4,435 ) — ( 1,982,291 ) — 15.33 Forfeited ( 84,630 ) — — ( 181,452 ) ( 185,675 ) ( 451,757 ) 27.36 11.52 Unvested shares and units at December 31, 2025 4,045,582 125,000 45,894 659,992 931,484 5,807,952 10.45 11.60 __________ (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 $ 20.0 million, $ 23.6 million and $ 50.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, aggregate unrecognized compensation cost for all unvested equity awards was $ 28.8 million, which is expected to be recognized over a weighted average period of 1.7 years. 13. Income Taxes 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. 102 Table of Contents 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 in 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. Income Tax Benefit (Expense) The components of current and deferred tax benefit (expense) are as follows. Year Ended December 31, (In thousands) 2025 2024 2023 Income tax benefit (expense) on continuing operations Current Federal $ ( 2,735 ) $ ( 107 ) $ 167 State and local ( 2,276 ) 946 1,058 Foreign ( 1,801 ) ( 6,978 ) ( 1,252 ) Total current tax benefit (expense) ( 6,812 ) ( 6,139 ) ( 27 ) Deferred Federal ( 7 ) — ( 1,004 ) State and local ( 2 ) — 124 Foreign 1,113 3,195 901 Total deferred tax benefit (expense) 1,104 3,195 21 Income tax benefit (expense) on continuing operations $ ( 5,708 ) $ ( 2,944 ) $ ( 6 ) The Company has no income tax benefits recognized for uncertain tax positions as of and during all periods presented. Income Tax Payments Income taxes paid in 2025, net of refunds, is presented by jurisdiction below. Year Ended (In thousands) December 31, 2025 United States Federal $ 2,921 State and local 1,771 United Kingdom 1,893 Other 114 Income taxes paid (refunded) $ 6,699 103 Table of Contents Deferred Income Tax Assets and Liabilities Deferred tax assets and deferred tax liabilities are presented within other assets, and other liabilities, respectively. The components of deferred tax assets and deferred tax liabilities are as follows. (In thousands) December 31, 2025 December 31, 2024 Deferred tax assets Capital losses (1) $ 324,389 $ 312,852 Net operating losses (2) 127,150 141,094 Investment in partnerships — 83,123 Equity-based compensation 8,658 10,872 Intangible assets 3,893 1,495 Deferred income 3,916 2,013 Deferred interest expense 3,170 10,663 Lease liability—corporate offices 5,363 12,763 Other 14,101 9,964 Gross deferred tax assets 490,640 584,839 Valuation allowance ( 432,050 ) ( 559,556 ) Deferred tax assets, net of valuation allowance 58,590 25,283 Deferred tax liabilities Investment in partnerships ( 37,470 ) — Intangible assets ( 19,392 ) ( 17,639 ) ROU lease asset—corporate offices ( 3,298 ) ( 9,692 ) Other ( 2,408 ) ( 2,712 ) Gross deferred tax liabilities ( 62,568 ) ( 30,043 ) Net deferred tax asset (liabilities) $ ( 3,978 ) $ ( 4,760 ) __________ (1) At December 31, 2025 and 2024, deferred tax asset was recognized on capital losses in the U.S. of $ 1.27 billion and $ 1.34 billion, respectively, which expire between 2025 and 2028, with full valuation allowance established in both years. (2) At December 31, 2025 and 2024, deferred tax asset was recognized on NOL totaling $ 500.2 million and $ 565.2 million, respectively. The NOL is predominantly attributable to U.S. federal losses incurred after December 31, 2017 that can be carried forward indefinitely, and for which full valuation allowance has been established in both years. Valuation Allowance Changes in the deferred tax asset valuation allowance are presented below: Year Ended December 31, (In thousands) 2025 2024 2023 Beginning balance $ 559,556 $ 664,397 $ 679,057 Addition — 1,571 19,483 Utilization and/or reversal ( 127,506 ) ( 106,412 ) ( 34,143 ) Ending balance 432,050 $ 559,556 $ 664,397 Deferred Income Taxes A full valuation allowance has been maintained in all periods presented 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. In future periods, if the realizability of all or some portion of these deferred tax assets becomes more likely than not, the associated valuation allowance would be reversed as a deferred tax benefit. Foreign Subsidiary Earnings The Company has evaluated all unremitted earnings of its foreign subsidiaries, which may be repatriated at the Company’s election, and has not recorded any deferred tax liability as no material taxes are expected to be due if and when these amounts are repatriated. 104 Table of Contents Effective Income Tax Income tax benefit (expense) attributable to continuing operations varied from the amount computed by applying the statutory income tax rate to income (loss) from continuing operations before income taxes. The effective tax rate is impacted by a variety of factors, including, but not limited to, changes in the sources of income or loss during the period and whether such income or loss is taxable to the Company and its subsidiaries. The following tables present reconciliations of the statutory U.S. income tax to the Company's effective income tax attributable to continuing operations for 2025, 2024 and 2023. Year Ended December 31, 2025 (In thousands) Amount Percentage Income (Loss) from continuing operations before income taxes United States $ ( 18,237 ) Foreign 1,203 ( 17,034 ) Federal income tax benefit (expense) at statutory tax rate (21%) 3,577 ( 21 ) % State and local income taxes, net of federal income tax benefit ( 2,323 ) 14 % Foreign statutory tax rate differential ( 282 ) 2 % Effect of cross-border tax laws - global intangible low-taxed income ( 390 ) 2 % Nontaxable or nondeductible items Noncontrolling interests ( 35,448 ) 208 % Equity-based compensation ( 2,163 ) 13 % Other 1,445 ( 8 ) % Other adjustments Separately taxable subsidiaries of OP ( 20,202 ) 119 % Equity-based compensation ( 4,129 ) 24 % Investment in partnerships ( 76,570 ) 450 % Other ( 2,057 ) 12 % Valuation allowance 132,834 ( 780 ) % Income tax benefit (expense) on continuing operations $ ( 5,708 ) 34 % Year Ended December 31, (In thousands) 2024 2023 Income (Loss) from continuing operations before income taxes $ 168,815 $ 365,629 Federal income tax benefit (expense) at statutory tax rate (21%) ( 35,451 ) ( 76,782 ) State and local income taxes, net of federal income tax benefit ( 61,053 ) 12,714 Foreign income tax differential ( 226 ) 36 Noncontrolling interests 16,070 ( 27,699 ) Separately taxable subsidiaries of OP ( 2,361 ) 15,213 Equity-based compensation ( 3,861 ) 682 Valuation allowance 84,562 76,087 Other, net ( 624 ) ( 257 ) Income tax benefit (expense) on continuing operations $ ( 2,944 ) $ ( 6 ) Tax Examinations The Company is no longer subject to new income tax examinations by U.S. and UK tax authorities for years prior to 2022 and 2021, respectively. 14. 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. 105 Table of Contents 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 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 $ 104.6 million at December 31, 2025 and $ 79.3 million at December 31, 2024. The liabilities of the consolidated funds may only be settled using assets of the consolidated funds, and the Company, as general partner, is not obligated to provide any financial support to the consolidated funds. The Company does not have unfunded commitments to consolidated funds. The following table presents the assets and liabilities of the consolidated funds: (In thousands) December 31, 2025 December 31, 2024 Assets Cash and cash equivalents $ 87,119 $ 62,630 Investments (Note 3) 236,340 146,423 Other assets 2,135 724 $ 325,594 $ 209,777 Liabilities Other liabilities Securities sold short 74,287 47,930 Due to custodian 13,483 9,121 Other 256 697 $ 88,026 $ 57,748 106 Table of Contents 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: (i) the outstanding balance of its investment in the unconsolidated funds and any potential carried interest clawback obligations (Note 3) totaling $ 2.0 billion at December 31, 2025 and $ 2.1 billion at December 31, 2024; and (ii) receivables from its unconsolidated funds for fee revenue and reimbursable or recoverable costs, as discussed in Note 15. At December 31, 2025, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 194.3 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. 15. Transactions with Affiliates Affiliates include (i) investment vehicles that the Company sponsors and/or manages, the majority of which the Company has an equity interest in; (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) December 31, 2025 December 31, 2024 Due from Affiliates Investment vehicles and portfolio companies Fee revenue $ 73,334 $ 103,402 Cost reimbursements and recoverable expenses 16,855 19,111 Carried interest clawback receivable (Note 3) 13,173 — Employees 1,016 1,673 $ 104,378 $ 124,186 Due to Affiliates (Note 5) Carried interest clawback liability (Note 3) 24,980 — Other affiliates 1,132 1,675 $ 26,112 $ 1,675 Significant transactions with affiliates include the following: Fee Revenue —Fee revenue earned from investment vehicles that the Company manages and/or sponsors, the majority of which the Company has an equity interest in, are presented in Note 11. Substantially all fee revenue is from affiliates. 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) third party 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 $ 9.0 million, $ 11.9 million and $ 10.4 million for the years ended December 31, 2025, 2024 and 2023, 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. 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. 107 Table of Contents During 2025, the Company subscribed for $ 209.7 million of commitments in its sponsored funds, for which $ 111.1 million was funded. These commitments were subsequently assumed by fund investors in 2025, with amounts funded fully recovered plus $ 2.6 million of ticking fee or interest due to the Company. 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. 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 $ 18.0 million at December 31, 2025 and $ 121.1 million at December 31, 2024. Net carried interest reversal was recorded as net loss attributable to noncontrolling interests totaling $ 103.1 million for the year ended December 31, 2025 and net carried interest allocation was recorded as net income attributable to noncontrolling interests totaling $ 8.9 million and $ 42.5 million for the years ended December 31, 2024 and 2023, respectively. At December 31, 2025, a portion of carried interest previously distributed to Messrs. Ganzi and Jenkins in their capacity as former owners of DBH would be subject to clawback totaling $ 6.6 million assuming a hypothetical liquidation of the associated funds at their December 31, 2025 estimated fair values (Note 3), for which Messrs. Ganzi and Jenkins would be personally responsible. Prior to the Company’s acquisition of DBH, Messrs. Ganzi and Jenkins had made personal investments in Vantage Data Centers ("Vantage"), a portfolio company of DBH. Vantage SDC, which the Company has an investment in, is a carve out of the stabilized data center portfolio of Vantage's North American business. 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 in connection with their personal investments in Vantage. Such investments made by the Company in Vantage SDC include ongoing payments for the build-out of expansion capacity, including lease-up of the expanded capacity and existing inventory. 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, to the extent they pertain to consolidated investment vehicles and general partner entities, are presented on the consolidated balance sheet within redeemable noncontrolling interests and noncontrolling interests in investment entities and totaled $ 62.0 million at December 31, 2025 and $ 58.0 million at December 31, 2024. Their proportionate share of net income (loss) from these investments totaled $ 4.6 million, $ 7.6 million and $ 4.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. Such amounts are reflected in net income (loss) attributable to noncontrolling interests on the consolidated statement of operations and exclude their share of carried interest allocation, which is reflected in incentive fee and carried interest compensation expense. 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 $ 4.7 million, $ 8.0 million and $ 5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. 108 Table of Contents 16. 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. 109 Table of Contents 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. Year Ended December 31, 2025 2024 2023 Revenues Fee revenue $ 374,447 $ 329,693 $ 264,117 Carried interest allocation ( 376,174 ) 218,250 363,075 Principal investment income 73,119 30,023 145,448 Other income 22,567 29,062 48,743 Total revenues 93,959 607,028 821,383 Expenses Compensation expense—cash and equity-based 190,450 181,821 206,892 Compensation expense—incentive fee and carried interest allocation ( 137,092 ) 144,650 186,030 Administrative and other expenses 64,247 114,985 86,937 Interest expense 17,622 16,438 24,540 Transaction-related costs 20,770 5,265 10,823 Depreciation and amortization 29,454 33,706 36,651 Total expenses 185,451 496,865 551,873 Other income (loss) Other gain (loss), net 74,458 58,652 96,119 Income (loss) from continuing operations before income taxes ( 17,034 ) 168,815 365,629 Income tax benefit (expense) ( 5,708 ) ( 2,944 ) ( 6 ) Income (loss) from continuing operations ( 22,742 ) 165,871 365,623 Income (loss) from continuing operations attributable to noncontrolling interests: Redeemable noncontrolling interests 3,444 2,458 6,503 Investment entities ( 175,564 ) 72,144 104,364 Operating Company 3,400 2,055 13,477 Income (loss) from continuing operations attributable to DigitalBridge Group, Inc. $ 145,978 $ 89,214 $ 241,279 Preferred stock dividends 58,641 58,641 58,656 Preferred stock repurchases — — ( 927 ) Income (loss) from continuing operations attributable to common stockholders $ 87,337 $ 30,573 $ 183,550 Reconciliation of segment earnings measure to consolidated statement of operations: Income (loss) from continuing operations attributable to common stockholders $ 87,337 $ 30,573 $ 183,550 Income (loss) from discontinued operations attributable to common stockholders ( 4,104 ) ( 18,692 ) ( 55,999 ) Net income (loss) attributable to common stockholders $ 83,233 $ 11,881 $ 127,551 110 Table of Contents 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. Year Ended December 31, (In thousands) 2025 2024 2023 Total revenues by geography: United States $ 40,926 $ 537,665 $ 754,628 Europe (1) 42,341 57,383 56,280 Other 1,644 94 75 Total (2) $ 84,911 $ 595,142 $ 810,983 (In thousands) December 31, 2025 December 31, 2024 Long-lived assets by geography: United States $ 16,319 $ 17,514 Europe 10,878 18,547 Other 1,028 2,551 Total (3) $ 28,225 $ 38,612 __________ (1) Revenues generated in Europe are predominantly U.S. dollar denominated. (2) Total revenues excludes cost reimbursement income from affiliates (Note 15) 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. 17. Commitments and Contingencies Litigation The Company may be involved in litigation and other proceedings that arise in the ordinary course of business. As of December 31, 2025, the Company is not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity. Leases As lessee, the Company's leasing arrangements are generally limited to operating leases for its corporate offices. The weighted average remaining lease term based upon outstanding lease liability balances at December 31, 2025 was 4.7 years for operating leases on corporate offices. The following table summarizes total lease cost for operating leases on corporate offices, which are included in administrative expense. December 31, (In thousands) 2025 2024 2023 Fixed lease expense $ 7,557 $ 9,028 $ 8,678 Variable lease expense 1,838 2,172 1,713 Total operating lease cost $ 9,395 $ 11,200 $ 10,391 Lease Commitments Operating lease liabilities take into consideration renewal or termination options when such options are deemed reasonably certain to be exercised by the Company and exclude variable lease payments which are expensed as incurred. The Company makes variable lease payments for: (i) leases with rental payments that are adjusted periodically for inflation, and/or (ii) nonlease services, such as common area maintenance. 111 Table of Contents The table below presents the Company's future lease commitments for operating leases on corporate offices at December 31, 2025 , determined using a weighted average discount rate of 6.0 %. Year Ending December 31, (In thousands) 2026 $ 9,861 2027 9,259 2028 6,733 2029 2,997 2030 2,984 2031 and thereafter 5,543 Total lease payments 37,377 Present value discount ( 5,215 ) Operating lease liability on corporate offices $ 32,162 The Company has sub-leased a portion of certain of its existing office space over the remaining term of the respective leases that expire between 2028 and 2030 , with fixed sub-lease payments expected to be received over the remaining life of the sub-lease contracts totaling $ 3.7 million. Commitments on Future Leases At December 31, 2025 , the Company has operating lease commitments on an office space that is expected to commence in 2026 with a 10.8 year lease term and fixed lease payments (undiscounted) totaling $ 57.9 million. The Company expects to sub-lease a portion of this new office space in 2026, which will reduce its future lease obligation. 18. Subsequent Events No subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes. 112 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.