What changed in this filing

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Item 1. Financial Statements

2026-04-28 compared with 2025-10-31 · 231 added, 387 removed, 769 unchanged (45% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

September 30, 2025

March 31, 2026

December 31, 2025

42 unchanged sentences

(In thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Fee revenue $ 87,309 $ 90,139

40 unchanged sentences

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income (loss) $ 2,016 $ ( 14,855 )

Changes in accumulated other comprehensive income (loss) related to foreign currency translation ( 952 ) 2,736 5,511 2,027

Changes in accumulated other comprehensive income (loss)—foreign currency translation ( 1,126 ) 2,229

Comprehensive income (loss) 890 ( 12,626 )

13 unchanged sentences

Other comprehensive income (loss) — — — — 2,087 2,087 — 142 2,229

Settlement of Wafra contingent consideration — 10 17,490 — — 17,500 — — 17,500

Reclassification of warrants (Note 9)

— — 33,000 — — 33,000 — — 33,000

Exchange of notes for common stock (Note 6)

— 7 5,934 — — 5,941 — — 5,941

Redemption of OP units for class A common stock — — 84 — — 84 — ( 84 ) —

10 unchanged sentences

$ 794,670 $ 1,763 $ 8,001,880 $ ( 6,840,143 ) $ 2,597 $ 1,960,767 $ 402,780 $ 77,118 $ 2,440,665

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

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

Exchange of notes for common stock (Note 6)

— 76 66,700 — — 66,776 — — 66,776

Deconsolidation of sponsored funds

— — — — — — ( 262,970 ) — ( 262,970 )

Equity-based compensation — — 14,549 — — 14,549 — 40 14,589

Shares canceled for tax withholdings on vested equity awards — — ( 213 ) — — ( 213 ) — — ( 213 )

Contributions from noncontrolling interests — — — — — — 10,700 10,700

Distributions to noncontrolling interests — — — — — — ( 2,014 ) ( 123 ) ( 2,137 )

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

Common stock dividends declared ($ 0.01 per share)

— — — ( 1,738 ) — ( 1,738 ) — — ( 1,738 )

Reallocation of equity (Notes 2 and 8)

— — ( 2,172 ) — 1 ( 2,171 ) — 2,171 —

Balance at June 30, 2024

$ 794,670 $ 1,738 $ 7,988,729 $ ( 6,813,427 ) $ 755 $ 1,972,465 $ 389,329 $ 81,203 $ 2,442,997

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

3 unchanged sentences

Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity

Balance at June 30, 2024 $ 794,670 $ 1,738 $ 7,988,729 $ ( 6,813,427 ) $ 755 $ 1,972,465 $ 389,329 $ 81,203 $ 2,442,997

Net loss — — — 13,778 — 13,778 34,024 ( 50 ) 47,752

Other comprehensive loss — — — — 2,557 2,557 — 179 2,736

Redemption of OP Units for class A common stock — 2 1,186 — — 1,188 — ( 1,188 ) —

Equity-based compensation — 3 8,213 — — 8,216 — 41 8,257

Shares canceled for tax withholdings on vested equity awards — ( 1 ) ( 928 ) — — ( 929 ) — — ( 929 )

Contributions from noncontrolling interests — — — — — — 1,392 1,392

Distributions to noncontrolling interests — — — — — — ( 2,885 ) ( 121 ) ( 3,006 )

Preferred stock dividends — — — ( 14,661 ) — ( 14,661 ) — — ( 14,661 )

Common stock dividends declared ($ 0.01 per share)

— — — ( 1,741 ) — ( 1,741 ) — — ( 1,741 )

Reallocation of equity (Notes 2 and 8)

— — ( 568 ) — 1 ( 567 ) — 567 —

Balance at September 30, 2024 $ 794,670 $ 1,742 $ 7,996,632 $ ( 6,816,051 ) $ 3,313 $ 1,980,306 $ 421,860 $ 80,631 $ 2,482,797

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

DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

Balance at December 31, 2025

14 unchanged sentences

$ 794,670 $ 1,824 $ 8,063,889 $ ( 6,758,017 ) $ 4,532 $ 2,106,898 $ 239,597 $ 38,643 $ 2,385,138

Net income (loss) — — — 31,622 — 31,622 ( 59,785 ) 1,082 ( 27,081 )

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

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

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

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

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

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

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

Common stock dividends declared ($ 0.01 per share)

— — ( 1,812 ) ( 1,812 ) — ( 1,812 )

Reallocation of equity (Notes 2 and 8)

— — 113 148 261 — ( 261 ) —

Balance at June 30, 2025

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

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

DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

Balance at June 30, 2025 $ 794,670 $ 1,809 $ 8,040,320 $ ( 6,824,993 ) $ 6,725 $ 2,018,531 $ 357,216 $ 50,049 $ 2,425,796

Net income (loss) — — — 31,414 — 31,414 ( 46,577 ) 563 ( 14,600 )

Other comprehensive income (loss) — — — — ( 920 ) ( 920 ) — ( 32 ) ( 952 )

Redemption of OP units for class A common stock — 18 11,466 — — 11,484 — ( 11,484 ) —

Equity-based compensation — — 8,787 — — 8,787 — 40 8,827

Shares canceled for tax withholdings on vested equity awards — ( 1 ) ( 775 ) — — ( 776 ) — — ( 776 )

Contributions from noncontrolling interests — — — — — — 10,132 10,132

Distributions to noncontrolling interests — — — — — — ( 576 ) ( 58 ) ( 634 )

Consolidation of sponsored fund — — — — — — 80,810 — 80,810

Preferred stock dividends — — — ( 14,661 ) — ( 14,661 ) — — ( 14,661 )

Common stock dividends declared ($ 0.01 per share)

— — — ( 1,828 ) — ( 1,828 ) — — ( 1,828 )

Reallocation of equity (Notes 2 and 8)

— — ( 7 ) 63 56 — ( 56 ) —

Balance at September 30, 2025 $ 794,670 $ 1,826 $ 8,059,791 $ ( 6,810,068 ) $ 5,868 $ 2,052,087 $ 401,005 $ 39,022 $ 2,492,114

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

DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities

4 unchanged sentences

Equity-based compensation 6,944 7,155

Amortization of deferred financing costs and debt discount and premium, net 2,036 1,772

Amortization of deferred financing costs 406 524

Depreciation and amortization 5,320 7,226

9 unchanged sentences

Proceeds from sale of equity investments 146,093 14,651

Repayment of loans receivable — 1,000

Purchase of fixed assets

( 146 ) ( 306 )

Cash recognized in consolidation of sponsored fund 30 —

Cash derecognized in deconsolidation of sponsored funds — ( 745 )

Net cash generated by (used in) investing activities 101,381 17,474

2 unchanged sentences

Dividends paid to common stockholders ( 1,827 ) ( 1,744 )

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

Shares canceled for tax withholdings on vested equity awards ( 11,861 ) ( 5,037 )

1 unchanged sentence

Distributions to and redemption of noncontrolling interests ( 11,100 ) ( 4,631 )

Payment of contingent consideration to Wafra — ( 17,500 )

Net cash generated by (used in) financing activities ( 38,627 ) ( 21,875 )

7 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

Beginning of period

9 unchanged sentences

Supplemental Disclosure of Cash Flow Information

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

1 unchanged sentence

Cash paid for interest $ 3,202 $ 3,439

Cash received (paid) for income taxes ( 2,944 ) 8,606

Cash paid (received) for income taxes 732 314

Operating lease payments for corporate offices

1 unchanged sentence

Net cash generated by (used in) operating activities of discontinued operations $ 2,329 $ ( 270 )

Net cash generated by (used in) investing activities of discontinued operations — 27

Supplemental Disclosure of Noncash Investing and Financing Activities

1 unchanged sentence

Redemption of OP units for common stock 2,064 84

Exchange of notes into shares of class A common stock — 72,717

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

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

Assets of sponsored fund consolidated 115,539 —

Liabilities of sponsored fund consolidated ( 34,758 ) —

Noncontrolling interests of sponsored fund consolidated

Assets of sponsored funds deconsolidated

Liabilities of sponsored funds deconsolidated

Noncontrolling interests of sponsored funds deconsolidated

— ( 262,970 )

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

1 unchanged sentence

Notes to Consolidated Financial Statements

September 30, 2025

March 31, 2026

Business and Organization

1 unchanged sentence

("DBRG," and together with its consolidated subsidiaries, the "Company") is a leading global investment manager in digital infrastructure.

The Company deploys and manages capital on behalf of its investors and shareholders across the digital infrastructure ecosystem, including but not limited to, data centers, cell towers, fiber networks, small cells, and edge infrastructure.

The Company's investment management platform is anchored by its flagship value-add digital infrastructure equity offerings, as well as offerings in core equity, credit, liquid securities, and its InfraBridge mid-market infrastructure equity.

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

The Company, as sole managing member, owned 97 % of the OP at September 30, 2025 , with the remaining 3 % owned by certain current and former employees of the Company as noncontrolling interest.

The Company, as sole managing member, owned 97 % of the OP at March 31, 2026 , 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.

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 required approval by DBRG’s common stockholders, which was received on April 23, 2026, 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.

Summary of Significant Accounting Policies

10 unchanged sentences

Noncontrolling interests represent predominantly:

carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds;

participation rights held by a third party investor to a share of carried interest and economics in a sponsored fund;

limited partners of consolidated funds;

carried interest allocation to certain 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.

5 unchanged sentences

The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.

Variable Interest Entities —A VIE is an entity that (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties;

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

financial interest;

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.

24 unchanged sentences

Such adjustments will be recognized in additional paid-in capital.

Noncontrolling Interests in Investment Entities —This represents (i) carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds (Note 14);

(ii) participation rights held by a third party investor to a share of carried interest and economics in a sponsored fund;

Noncontrolling Interests in Investment Entities —This represents (i) carried interest allocations to certain senior executives of the Company (Note 14);

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 interests, allocation of net income or loss is generally based upon relative ownership interests.

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 based upon their weighted average ownership interest in OP during the period.

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

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.

4 unchanged sentences

Recently Adopted Accounting Pronouncements

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances existing annual income tax disclosures, primarily requiring disaggregation of:

(i) effective tax rate reconciliation using both percentages and amounts into specific categories, with further disaggregation by nature and/or jurisdiction of certain categories that meet the threshold of 5% of expected tax;

and (ii) income taxes paid (net of refunds received) between federal, state/local and foreign, with further disaggregation by jurisdiction if any amount represents 5% or more of total income taxes paid (net of refunds received).

The ASU also eliminates existing disclosures related to:

(a) reasonably possible significant changes in the total amount of unrecognized tax benefits within 12 months of the reporting date;

and (b) the cumulative amount of each type of temporary difference for which deferred tax liability has not been recognized (due to the exception to recognizing deferred taxes related to subsidiaries and corporate joint ventures).

The Company adopted this ASU on a prospective basis on its effective date of January 1, 2025.

The new guidance is not expected to have a material impact on the Company's annual income tax disclosures beginning the year ending December 31, 2025.

Future Accounting Standards

Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, with limited amendments to better align internal-use software accounting (Topic 350-50) with current software development practices.

The ASU changes the cost capitalization threshold by eliminating consideration of discrete project stages that assume a sequential and linear approach to software development.

This model is replaced with a principles-based framework that focuses on the remaining two existing criteria to begin capitalizing software development cost, that is, (i) authorization and commitment to funding the software project and (ii) probability of completion and software is used for its intended function.

Additional guidance is provided to clarify that the probable-to-complete recognition threshold is not met if there is significant uncertainty surrounding the software development, and until such time, all associated costs are expensed as incurred.

The ASU also specifies that capitalized cost is subject to disclosure requirements of Topic 360-10, Property, Plant and Equipment , irrespective of whether the internal-use software is internally developed or third party licensed, or whether it is classified as tangible or intangible asset.

The ASU, however, does not change the type of internal-use software costs that can be capitalized (for example, data conversion/migration and software maintenance costs continue to be expensed as incurred), or when capitalization ceases.

The ASU is effective for interim and annual reporting periods beginning January 1, 2028 and can be applied either prospectively, retrospectively or using a modified prospective transition approach.

Early adoption is permitted in any interim or annual period, effective as of the beginning of the fiscal year of adoption.

The Company is currently evaluating the effects of this new guidance.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

1 unchanged sentence

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.

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

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

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

Early adoption is permitted.

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

Acquisition of a Variable Interest Entity

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

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

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

The guidance in Topic 805 considers various factors in determining the accounting acquirer, including but not limited to, relative voting rights of the combined entity, composition of the governing body and senior management of the combined entity, and relative sizes of the combining entities prior to the transaction.

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

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

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

Early adoption is permitted.

The Company adopted this ASU on a prospective basis effective January 1, 2026, electing the practical expedient.

The adoption of this ASU did not impact the Company's consolidated financial statements.

Future Accounting Standards

Disaggregation of Income Statement Expenses

7 unchanged sentences

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.

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.

6 unchanged sentences

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

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

(In thousands) March 31, 2026 December 31, 2025

Equity method investments

6 unchanged sentences

Marketable equity securities 118,483 115,101

Other investments 228,901 63,154

Other investment 121,239 121,239

$ 2,241,513 $ 2,266,403

4 unchanged sentences

The Company also has additional investments as general partner affiliate alongside the funds' limited partners, primarily with respect to the Company's flagship value-add funds, InfraBridge funds and single asset funds invested in data center portfolio companies, DataBank and Vantage SDC.

The Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, primarily unrealized gain (loss) from changes in fair value of the underlying fund investments and distributions of income, including from realization events are recorded in principal investment income (loss) on the consolidated statements of operations.

Carried Interest Allocation

Carried interest allocation represents a disproportionate allocation of returns of up to 20 % to the Company, as general partner or special limited partner (which may be paid to the special limited partner entity owned by the Company in place of the general partner entity), based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles, typically an annual preferred return of 6 % to 8 %.

Carried interest allocation generally arises when appreciation in value of the underlying investments of the fund exceeds the minimum return hurdles, after factoring in a return of invested capital and a return of certain costs of the fund pursuant to terms of the governing documents of the fund.

The amount of carried interest allocation recognized is based upon the cumulative performance of the fund if it were liquidated as of the reporting date.

Unrealized carried interest allocation is driven primarily by changes in fair value of the underlying investments of the fund, which may be affected by various factors, including but not limited to, the projected financial performance of the portfolio company, economic conditions, foreign exchange rates and comparable transactions in the market.

For funds that have exceeded the minimum return hurdle but have not returned all capital to the limited partners, unrealized carried interest allocation may be subject to reversal over time as preferred returns continue to accrue on unreturned capital.

Realization of carried interest allocation occurs upon disposition of all underlying investments of the fund, or in part with each disposition.

Generally, carried interest allocation is distributed upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles.

Depending on the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest allocation distributed has exceeded the final carried interest allocation amount earned (or amount earned as of the calculation date), the Company is obligated to return the excess carried interest allocation received.

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

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

The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund.

Carried interest allocation on the balance sheet date represents unrealized carried interest allocation in connection with sponsored funds that are currently in the early stage of their lifecycle.

Carried interest allocation is presented gross of management allocation.

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.

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 upon the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest 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 during the first quarter and recognized in carried interest allocations, of which $ 1.6 million was allocated to current and former employees, recorded as either carried interest compensation or amounts attributable to noncontrolling interests (Note 14).

In 2024, there was an immaterial distribution of carried interest in the second quarter.

There was no distribution of carried interest during the first quarter of 2026.

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.

Clawback Obligation

The Company did not have a liability for clawback obligations on carried interest distributed as of September 30, 2025 and December 31, 2024.

With respect to funds that have distributed carried interest, if in the event all of their investments are deemed to have no value, all of the carried interest distributed to date of $ 164.5 million would be subject to clawback as of September 30, 2025, of which $ 109.4 million would be the responsibility of the recipients, being employees/former employees and a third party participation interest.

For this purpose, a portion of carried interest distributed is generally held back from employees and former employees at the time of distribution.

The amount withheld resides in entities outside of the Company.

Generally, the Company, through the OP, has guaranteed the clawback obligation of its subsidiaries that act as general partner or special limited partner of its respective sponsored funds, for the benefit of these funds and their limited partners.

At March 31, 2026, $ 32.6 million of previously distributed carried interest on an after-tax basis ($ 25.0 million at December 31, 2025) would be subject to clawback assuming a hypothetical liquidation of carry paying funds at the March 31, 2026 estimated fair values.

The clawback liability is included in amount due to affiliates (Note 14).

At March 31, 2026, $ 27.4 million and $ 1.5 million of the clawback obligation ($ 20.9 million and $ 1.2 million at December 31, 2025) would be the responsibility of current/former employees and a third party participation interest, respectively.

These amounts are included in due from affiliates (Note 14) and as an allocation to noncontrolling interests in investment entities.

The Company's share of the clawback obligation would be $ 3.7 million as of March 31, 2026 ($ 2.9 million at December 31, 2025).

In this case, actual clawback obligation, if any, would be determined and become payable at the end of the life of the fund.

To satisfy the employees' share of this clawback obligation, $ 15.2 million of carried interest had been withheld from payment to employees at the time of distribution.

If, at March 31, 2026, 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 $ 103.4 million on an after-tax basis, of which $ 66.2 million would be the responsibility of current and former employees and $ 2.6 million the responsibility of a third party participation interest.

To satisfy employees' clawback obligation, $ 20.6 million of cash had been withheld from payment to employees to date and with respect to certain distributed carried interest, a portion of employees' equity investment will serve as collateral.

Other Equity Investments

Other equity investments include primarily venture investments and investment in a managed account.

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.

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The Company holds all of the subordinated notes of a collateralized loan obligation ("CLO"), sponsored and managed by a third party.

The final maturity date of the CLO is 2037.

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.

Following the end of the non-call period of the CLO in 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.

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(in thousands) Gains Losses Fair Value

September 30, 2025 $ 31,572 $ — $ — $ — $ 31,572

March 31, 2026 $ 29,375 $ — $ — $ — $ 29,375

December 31, 2025 30,490 — — — 30,490

In estimating fair value of the CLO subordinated notes, classified as Level 3 of the fair value hierarchy, the Company used a benchmarking approach by looking to the implied credit spreads derived from observed prices on recent comparable CLO issuances, and also considering the current size and diversification of the CLO collateral pool, and projected return on the subordinated notes.

Based upon these data points, at September 30, 2025 and December 31, 2024, the Company determined that the issued price of the subordinated notes, net of capital distributions, approximates a reasonable representation of fair value and that the CLO subordinated notes are not impaired.

Based upon these data points, at March 31, 2026 and December 31, 2025, the Company determined that the issued price of the subordinated notes, net of capital distributions, approximates a reasonable representation of fair value and that the CLO subordinated notes are not impaired.

Equity Investments of Consolidated Funds

The Company consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner (Note 13).

Equity investments of consolidated funds are composed of marketable equity securities held by funds in the liquid securities strategy and equity investments held by two single asset funds.

Equity investments of consolidated funds are 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.

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Intangible assets are composed of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

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

Amortization expense for finite-lived intangible assets totaled $ 6.4 million and $ 7.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 19.7 million and $ 23.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Amortization expense for finite-lived intangible assets totaled $ 4.7 million and $ 6.6 million for the three months ended March 31, 2026 and 2025, respectively.

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

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Restricted Cash

Restricted cash represents primarily cash reserves that are maintained pursuant to the governing agreements of the securitized debt of the Company.

Restricted cash represents primarily cash reserves that are maintained pursuant to the governing documents of the corporate securitized debt.

The following table summarizes the Company's other assets.

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

(In thousands) March 31, 2026 December 31, 2025

Prepaid taxes and deferred tax assets, net $ 4,197 $ 3,936

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Total other assets $ 42,949 $ 138,914

(1) Net of accumulated depreciation of $ 9.6 million at September 30, 2025 and $ 10.0 million at December 31, 2024 .

(2) Assets of discontinued operations consists of remaining equity investments excluded from the Company's previous bulk sale of its real estate related investments.

(1) 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 $ 10.8 million at March 31, 2026 and $ 10.2 million at December 31, 2025 .

Other Liabilities

The following table summarizes the Company's other liabilities:

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

(In thousands) March 31, 2026 December 31, 2025

Deferred investment management fees (Note 11) (1)

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29,991 32,162

Contingent consideration payable—InfraBridge (Note 9)

DBRG stock warrants (Note 9)

Accounts payable and accrued expenses 57,599 43,888

Due to affiliates (Note 14)

33,795 26,112

Other liabilities 1,487 3,084

Liabilities of discontinued operations 278 259

521,035 582,129

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Due to custodians

Contingent consideration payable (Note 9)

12,329 13,483

Other liabilities 1,440 256

Total other liabilities $ 615,366 $ 670,155

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

Deferred investment management fees recognized as income of $ 2.7 million and $ 1.8 million in the three months ended September 30, 2025 and 2024, respectively, and $ 4.0 million and $ 4.5 million in the nine months ended September 30, 2025 and 2024, respectively, pertain to the deferred management fee balance at the beginning of each respective period.

(1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 3.8 years and 4.3 years as of March 31, 2026 and December 31, 2025.

Deferred investment management fees recognized as income of $ 2.9 million and $ 1.5 million in the three months ended March 31, 2026 and 2025, respectively, pertain to the deferred management fee balance at the beginning of each respective period.

Deferred Income Taxes

The Company has significant deferred tax assets associated with its domestic entities, related principally to capital loss carryforwards, outside basis difference in DBRG's interest in the OP, outside basis difference in investment in partnerships and net operating losses generated by a taxable U.S.

As of September 30, 2025 and December 31, 2024 , a full valuation allowance has been established against the deferred tax assets of its domestic entities as the realizability of these deferred tax assets did not meet the more-likely-than-not threshold.

Tax Legislation

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

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

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

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

Where applicable, the income tax effect of the Act was recognized beginning with the Company's interim period ended September 30, 2025, for which the effect was immaterial.

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

The Company's corporate debt is composed of a securitized financing facility and, prior to their full exchange or redemption in 2024, senior notes issued by the OP that are recourse to the Company, as discussed further below.

Included in the September 30, 2025 balance is also debt of a consolidated fund.

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025 , a full valuation allowance has been established against the deferred tax assets of its domestic entities as the realizability of these deferred tax assets did not meet the more-likely-than-not threshold.

The Company's corporate debt is composed of a securitized financing facility.

March 31, 2026 December 31, 2025

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

Corporate debt—Securitized financing facility $ 300,000 $ ( 1,602 ) $ 298,398 $ 300,000 $ ( 3,638 ) $ 296,362

Debt of consolidated fund (1)

29,547 — 29,547 — — —

$ 329,547 $ ( 1,602 ) $ 327,945 $ 300,000 $ ( 3,638 ) $ 296,362

(1) Fund was consolidated during the third quarter of 2025.

Debt of consolidated fund is non-recourse to the Company.

This debt matures in April 2026, accrues paid-in-kind ("PIK") interest at 12 % per annum and is secured by the fund's equity investment.

Securitized financing facility $ 300,000 $ ( 790 ) $ 299,210 $ 300,000 $ ( 1,196 ) $ 298,804

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:

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(Per Annum) (1)

Anticipated Repayment Date (2)

Years Remaining to Maturity (2)

Anticipated Repayment Date ("ARD") (2)

Years Remaining to ARD (2)

Class A-2 Notes

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

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

The 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.

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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.

Stockholders' Equity

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(In thousands) Preferred Stock Class A

Common Stock (1)

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

Exchange of notes for class A common stock — 8,245 —

Shares issued upon redemption of OP units — 13 —

Settlement of Wafra contingent consideration (2)

Equity awards issued, net of forfeitures — 2,391 —

Shares canceled for tax withholding on vested equity awards — ( 512 ) —

Shares outstanding at September 30, 2024 32,876 174,015 166

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

Shares outstanding at December 31, 2025 32,876 182,643 —

Shares issued upon redemption of OP units — 306 —

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

Equity awards issued, net of forfeitures — 190 —

Shares canceled for tax withholding on vested equity awards — ( 771 ) —

Shares outstanding at September 30, 2025 32,876 182,615 —

(1) In the third quarter of 2024, there was a conversion of Class B common stock into Class A common stock for less than a thousand shares.

(2) In connection with the 2022 redemption of Wafra's investment in the Company's investment management business, contingent consideration was payable to Wafra based upon the Company achieving certain fundraising targets through December 31, 2023.

T he contingent amount was fully paid out, with $ 90 million paid in cash in March 2023, and the remaining $ 35 million in March 2024, settled 50 % each in shares of the Company's Class A common stock and in cash.

Shares outstanding at March 31, 2026 32,876 182,368 —

Preferred Stock

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

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

The table below summarizes the preferred stock issued and outstanding at March 31, 2026:

Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding

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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).

Each series of preferred stock is currently redeemable 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.

In addition, each outstanding series of our preferred stock is subject to certain conversion and optional redemption rights upon a change in control.

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).

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

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.

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

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

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

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

Dividend Reinvestment and Direct Stock Purchase Plan

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Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in each component of AOCI attributable to stockholders, net of immaterial tax effect.

AOCI attributable to noncontrolling interests in investment entities and Operating Company is immaterial.

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

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Other comprehensive income (loss) before reclassifications 2,092

Amounts reclassified from AOCI (1)

AOCI at September 30, 2024 $ 3,313

AOCI at March 31, 2025 $ 2,597

AOCI at December 31, 2025 $ 5,616

Other comprehensive income (loss) ( 1,084 )

AOCI at September 30, 2025 $ 5,868

(1) Represent the release of foreign currency cumulative translation adjustments.

AOCI at March 31, 2026 $ 4,532

There were no changes in the component of AOCI attributable to noncontrolling interests in investment entities for 2026 and 2025.

AOCI attributable to noncontrolling interests in Operating Company was immaterial.

Noncontrolling Interests

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

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

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

Redemption of OP units —The Company redeemed OP units totaling 6,128,237 in 2025 and 452,418 in 2024 through issuance of an equal number of shares of class A common stock on a one -for-one basis.

Redemption of OP units —The Company redeemed OP units totaling 306,346 in the first quarter of 2026 and 6,128,311 in fiscal year 2025 through issuance of an equal number of shares of class A common stock on a one -for-one basis.

Recurring Fair Values

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Level 3 —At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate.

Due to the inherently judgmental nature of Level 3 fair value, changes in assumptions or inputs applied as of the reporting date could result in a higher or lower fair value, and realized value may differ from the estimated unrealized fair value.

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 Measurement Hierarchy

(In thousands) Level 1 Level 2 Level 3 Total

September 30, 2025

March 31, 2026

Investments (Note 3)

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— — 1,300 1,300

DBRG stock warrants

Securities of consolidated fund sold short

80,562 — — 80,562

Contingent consideration of consolidated fund — — 14,801 14,801

December 31, 2025

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74,287 — — 74,287

(1) Represent liability-classified warrants that are out-of-the-money and expire in July 2026.

Fair value of zero at March 31, 2026.

Equity Investments of Consolidated Funds

Equity investments of consolidated funds include marketable equity securities held by our liquid strategy funds and equity investments held by two single asset funds.

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.

Other equity investments, in data centers or digital media, were valued based upon either a market approach that considered revenue multiples of other comparable companies at September 30, 2025 and December 31, 2024 or using the transacted price for a recent fund acquisition as of September 30, 2025, classified as level 3.

The venture investment, classified as level 3, was valued using a recent transacted price at March 31, 2026 and December 31, 2025.

Fair Value Option

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The Company has elected to account for a co-investment in a portfolio company as an equity method investment under the fair value option.

Fair value was determined using a discounted cash flow model based upon the portfolio company's projected earnings, discounting unlevered cash flows at an 8.1 % weighted average cost of capital at September 30, 2025, and levered cash flows at a cost of equity of 11.0 % at December 31, 2024.

Fair value was determined using a discounted cash flow model based upon the portfolio company's projected earnings, discounting unlevered cash flows at a weighted average cost of capital of 7.4 % at March 31, 2026 and 8.2 % at December 31, 2025.

The fair value is classified as Level 3 of the fair value hierarchy and changes in fair value are recorded in principal investment income.

DBRG Stock Warrants

The Company previously issued five warrants to affiliates of Wafra, Inc.

(collectively "Wafra"), a private investment firm in connection with Wafra's investment in the Company's investment management business in 2020.

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

Each warrant entitled Wafra to purchase up to 1,338,000 shares of the Company's class A common stock at staggered strike prices between $ 9.72 and $ 24.00 each, exercisable through July 17, 2026.

The terms of the warrant purchase agreement provided for net cash settlement upon exercise of the warrants, at election of either the Company or Wafra, if such exercise would result in Wafra beneficially owning in excess of 9.8 % of the issued and outstanding shares of the Company's class A common stock.

Inclusion of the cash settlement feature resulted in a liability classification, which subjected the warrants to fair value remeasurement each period through earnings.

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

Under equity classification, the three warrants are no longer subject to fair value remeasurement.

No warrants have been exercised to-date.

At September 30, 2025, the two liability-classified warrants were carried at fair value, measured using a Black-Scholes option pricing model, applying the following inputs:

(a) estimated volatility for DBRG's class A common stock of 44.8 % ( 34.7 % at December 31, 2024);

(b) closing stock price of DBRG's class A common stock on the last trading day of the quarter;

(d) remaining term to expiration of the warrants;

and (e) risk free rate of 3.74 % per annum ( 4.21 % per annum at December 31, 2024), derived from the daily U.S.

Treasury yield curve rates to correspond to the remaining term to expiration of the warrants.

Contingent Consideration—InfraBridge

In connection with the Company's acquisition of InfraBridge in February 2023, contingent consideration may become payable by the Company if prescribed fundraising targets are met for follow-on InfraBridge flagship funds and co-investments.

The contingent consideration was measured at September 30, 2025 and December 31, 2024 by applying a probability-weighted approach to the likelihood of meeting various fundraising targets and discounting the estimated future contingent consideration payment at 6.7 % and 7.3 %, respectively, to derive a present value amount, classified as Level 3 of the fair value hierarchy.

Contingent Consideration—Consolidated Fund

In connection with a consolidated fund's acquisition of equity interests in a portfolio company, contingent consideration may become payable by the fund if a prescribed earnings target is achieved by the portfolio company.

The contingent consideration, inclusive of PIK interest accrued at 12 % per annum through the first earnout period, was valued at September 30, 2025 using the average result from a probabilistic simulation model that applied a volatility of 22 % and discount rate of 13 % to the portfolio company earnings, classified as Level 3 of the fair value hierarchy.

Changes in fair value of the contingent consideration is reflected as an equivalent change in the cost of the fund's corresponding investment, with no effect to earnings.

The contingent consideration was measured at March 31, 2026 and December 31, 2025 by applying a probability-weighted approach to the likelihood of meeting various fundraising targets and discounting the estimated future contingent consideration payment at 6.8 % and 6.6 %, respectively, to derive a present value amount, classified as Level 3 of the fair value hierarchy.

Changes in Level 3 Fair Value

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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

Fair Value Option - Equity Method Investments Equity Investments of Consolidated Funds Contingent Consideration — InfraBridge

(In thousands)

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

Election of fair value option 128,742 — — — —

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

Unrealized gain (loss) in earnings, net 100 — 3,900

Reclassification to equity — — 33,000 — —

Fair value at September 30, 2024 $ 133,127 $ 63,154 $ ( 2,000 ) $ ( 9,100 ) $ —

Net unrealized gain (loss) in earnings on instruments held at September 30, 2024 $ ( 2,315 ) $ 40,154 $ 7,100 $ 2,238 $ —

Fair value at March 31, 2025 $ 137,254 $ 63,154 $ ( 2,200 )

Net unrealized gain (loss) in earnings on instruments held at March 31, 2025 $ 100 $ — $ 3,900

Fair value at December 31, 2025 $ 144,037 $ 121,239 $ ( 2,500 )

Contributions — 40,683 — — —

Consolidation of sponsored fund — 115,539 — — ( 11,186 )

Change in consolidated fund's share of interest in portfolio company (1)

— 8,779 — — ( 2,996 )

Change in fair value of contingent consideration of consolidated fund — 619 — — ( 619 )

Unrealized gain (loss) in earnings, net 299 — 1,200

Fair value at September 30, 2025 $ 141,643 $ 228,901 $ ( 500 ) $ ( 2,400 ) $ ( 14,801 )

Net unrealized gain (loss) in earnings on instruments held at September 30, 2025 $ 4,489 $ 127 $ 200 $ 3,700 $ —

(1) Represents additional allocation to consolidated fund following further syndication of interest in portfolio company from a non-consolidated fund to the consolidated fund.

Fair value at March 31, 2026 $ 144,336 $ 121,239 $ ( 1,300 )

Net unrealized gain (loss) in earnings on instruments held at March 31, 2026 $ 299 $ — $ 1,200

Nonrecurring Fair Values

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

At September 30, 2025, there were no assets measured at fair value on a nonrecurring basis.

At December 31, 2024, certain equity investments accounted under the measurement alternative were carried at estimated fair values of $ 15.0 million based upon pricing from a recent funding, or applying a probability-weighted approach to different recovery outcomes, representing level 3 fair values.

There were no assets or liabilities measured at fair value on a nonrecurring basis at March 31, 2026.

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.

Fair Value of Financial Instruments Reported at Cost

The Company's debt obligation, specifically its secured fund fee revenue notes had fair values of $ 294.6 million at September 30, 2025 and $ 285.8 million at December 31, 2024, estimated based upon indicative quotes.

The carrying value of debt of consolidated fund approximates its fair value at September 30, 2025 given its short remaining term to maturity.

The Company's debt obligation, specifically its secured fund fee revenue notes had fair values of $ 297.2 million at March 31, 2026 and $ 294.8 million at December 31, 2025, 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.

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands, except per share data) 2026 2025

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Income (Loss) from discontinued operations attributable to common stockholders ( 5,340 ) ( 3,918 )

Net income (loss) attributable to common stockholders—basic 16,368 ( 916 ) 32,110 31,017

Interest expense attributable to exchangeable notes (Note 6)

Net income (loss) allocated to common stockholders—basic and diluted $ 5,210 $ ( 919 )

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

323 — 170 3,483

Weighted average number of common shares outstanding—diluted 180,241 171,930

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

(i) performance stock units (Note 12) of 148,774 for the three months ended September 30, 2025, and 80,761 and 71,569 for the nine months ended September 30, 2025 and 2024, respectively;

(ii) DBRG stock warrants that were in-the-money (Note 9) of 173,851 and 89,060 for the three and nine months ended September 30, 2025, respectively;

(iii) Wafra contingent consideration which was settled in March 2024 (Note 7) of 335,171 for the nine months ended September 30, 2024;

and (iv) exchangeable senior notes which are no longer outstanding effective April 2024 (Note 6) of 3,076,309 shares for the nine months ended September 30, 2024.

(2) The calculation of diluted earnings per share excludes the effects of the following as their inclusion would be antidilutive:

(i) performance stock units (Note 12) of 509,161 for the three months ended September 30, 2024 and (ii) DBRG stock warrants that were in-the-money (Note 9) of 485,841 and 816,572 for the three and nine months ended September 30, 2024, respectively.

(i) performance stock units (Note 12) of 119,887 and 149,500 for the three months ended March 31, 2026 and 2025, respectively;

and (ii) certain equity-classified DBRG stock warrants that were in-the-money of 787,793 and 100,300 for the three months ended March 31, 2026 and 2025, respectively.

(2) OP units may be redeemed for registered or unregistered class A common stock of the Company on a one -for-one basis and are not dilutive.

At September 30, 2025 and 2024, 5,795,134 and 12,123,371 of OP units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented.

At March 31, 2026 and 2025, 5,488,714 and 11,910,400 of OP units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented.

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

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Incentive fees

— 291 606 2,823

94 280 656 1,777

Total fee revenue $ 87,309 $ 90,139

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

Three funds met the concentration criteria, aggregating to 64.1 % and 64.4 % of total management fees for the three and nine months ended September 30, 2025, respectively.

Three funds met the concentration criteria, aggregating to 60.0 % of total management fees for the three months ended March 31, 2026.

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.

The Company's 2024 Omnibus Stock Incentive Plan (the "2024 Equity Incentive Plan"), consistent with the previous plan in effect prior to April 2024, 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.

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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.

Vesting of performance-based RSUs are dependent upon achievement of a business performance metric over an annual 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.

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.

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 the Company's officers, and are subject to a service condition and 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.

PSUs have a performance condition in which vesting is determined based upon achievement of prescribed targets for three-year cumulative distributable earnings per share (as defined in the award agreements), with a relative total shareholder return metric applied thereafter to determine the final number of shares vested.

The relative total shareholder return metric is based upon performance of the Company's class A common stock over a three-year measurement period relative to a specified peer group.

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

The fair value of PSUs consider the probability of achieving the cumulative distributable earnings per share targets and additionally, assign a value to the relative total shareholder return metric using a Monte Carlo simulation under a risk-neutral premise by applying the following assumptions.

2025 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.

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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.

With respect to performance condition awards, expense recognition occurs only if and when it is probable that the cumulative distributable earnings 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.

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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.

Unvested LTIP units that are subject to a market condition do not accrue distributions.

Each vested LTIP unit is convertible, at the election of the holder (subject to capital account limitation), into one common OP unit and upon conversion, subject to the redemption terms of OP units (Note 7).

LTIP units issued have both a service condition and a market condition based upon the Company's class A common stock achieving a target price over a predetermined measurement period, subject to continuous employment to the time of vesting, and valued using a Monte Carlo simulation.

No LTIP awards were issued in 2025 and 2024.

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.

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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.

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.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

2025 2024 2025 2024

Compensation expense $ 7,397 $ 7,620

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Forfeited ( 26,600 ) — — — ( 397,262 ) ( 423,862 ) 11.63 11.13

Unvested shares and units at September 30, 2025

Unvested shares and units at March 31, 2026

2,442,179 125,000 45,924 408,403 534,222 3,555,728 9.57 11.13

(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.

(1) LTIP units that do not meet their market condition for vesting at the end of their measurement period are reflected as forfeitures.

(2 RSUs that do not meet their performance condition for vesting at the end of their measurement period are reflected as forfeitures.

(3) Number of PSUs granted does not reflect potential increases or decreases that could result from the final outcome based upon the total shareholder return measured at the end of the performance period.

PSUs for which the total shareholder return is not met at the end of the performance period are forfeited.

PSUs for which the probability of meeting the DE target changes during the measurement period are reflected as either additional units granted or forfeited.

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $ 2.0 million and $ 1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 18.9 million and $ 31.7 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, aggregate unrecognized compensation cost for all unvested equity awards was $ 35.9 million, which is expected to be recognized over a weighted average period of 2.0 years.

PSUs for which the probability of meeting the distributable earnings target changes during the measurement period are reflected as either additional units granted or forfeited.

Forfeiture also reflects PSUs issued in 2023 that had a market condition based upon total shareholder return that was not met upon expiration of its measurement period in March 2026.

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $ 28.3 million and $ 15.2 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, aggregate unrecognized compensation cost for all unvested equity awards was $ 21.7 million, which is expected to be recognized over a weighted average period of 1.5 years.

Variable Interest Entities

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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.

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

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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.

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.

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As a result, the Company is considered to be acting in the capacity of a principal of the sponsored fund and is therefore the primary beneficiary of the fund.

The Company’s exposure is limited to its capital account balance in the consolidated funds of $ 105.4 million at September 30, 2025 and $ 79.3 million at December 31, 2024.

The Company’s exposure is limited to its capital account balance in the consolidated funds of $ 104.4 million at March 31, 2026 and $ 104.6 million at December 31, 2025.

The liabilities of the consolidated funds may only be settled using assets of the consolidated funds, and the Company, as general partner, is not obligated to provide any financial support to the consolidated funds.

At September 30, 2025, the Company has a $ 7.1 million unfunded commitment to a fund that was consolidated during the third quarter of 2025.

The Company does not have unfunded commitments to consolidated funds.

The following table presents the assets and liabilities of the consolidated funds:

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

(In thousands) March 31, 2026 December 31, 2025

Cash and cash equivalents $ 82,464 $ 87,119

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$ 324,832 $ 325,594

Debt (Note 6)

Other liabilities

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Due to custodian 12,329 13,483

Contingent consideration (Note 9 )

Other 1,440 256

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The Company accounts for its equity interests in unconsolidated funds under the equity method.

The Company's maximum exposure to loss is limited to the outstanding balance of its investment in the unconsolidated funds (Note 3) of $ 2.1 billion at September 30, 2025 and $ 2.1 billion at December 31, 2024.

The Company also has receivables from its unconsolidated funds for fee revenue and reimbursable or recoverable costs, as discussed in Note 14.

At September 30, 2025, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 182.3 million (including commitments attributed to the ownership by employees and former employees in the general partner entities).

The Company's maximum exposure to loss is limited to:

(i) the amounts funded, net of distributions, for investments in unconsolidated funds and any carried interest clawback obligations (Note 3) totaling $ 808.0 million at March 31, 2026 and $ 823.6 million at December 31, 2025;

and (ii) receivables from its unconsolidated funds for fee revenue and reimbursable or recoverable costs, as discussed in Note 14.

At March 31, 2026, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 212.1 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.

Transactions with Affiliates

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

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;

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

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

(In thousands) March 31, 2026 December 31, 2025

Due from Affiliates

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Cost reimbursements and recoverable expenses 17,781 16,855

Employees and other affiliates 1,016 1,673

Carried interest clawback receivable (Note 3)

17,192 13,173

Employees 734 1,016

$ 123,162 $ 104,378

Due to Affiliates (Note 5)

Carried interest clawback liability (Note 3)

32,660 24,980

Other affiliates 1,135 1,132

$ 33,795 $ 26,112

Significant transactions with affiliates include the following:

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

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

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) professional fees incurred in performing investment due diligence;

(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 $ 2.0 million and $ 2.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 6.9 million and $ 8.0 million for the nine months ended September 30, 2025 and 2024, respectively.

To the extent the Company determines it acts in the capacity of principal in the incurrence of such costs, the reimbursements are included in other income, which totaled $ 1.3 million and $ 2.4 million for the three months ended March 31, 2026 and 2025, respectively.

To the extent the Company determines that it acts in the capacity of an agent, the costs incurred and related reimbursements are presented on a net basis in the consolidated statements of operations.

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

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

The Company may be paid a fee by the investment vehicle, akin to an interest charge, typically calculated as a percentage of the acquisition price of the investment, to compensate the Company for its cost of holding the investment during the warehouse period.

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

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.

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.

Ganzi and Jenkins had retained their equity investments and general partner interests in the portfolio companies of DBH, which included, but were not limited to Vantage Data Centers ("Vantage").

Vantage SDC, which the Company has a direct investment in, is a carve out of the stabilized data center portfolio of Vantage's North American business.

As a result of the personal investments made by Messrs.

Ganzi and Jenkins in Vantage prior to the Company’s acquisition of DBH, additional investments made by the Company in Vantage SDC subsequent to its initial acquisition may trigger future carried interest payments to Messrs.

Ganzi and Jenkins upon the occurrence of future realization events.

Such investments made by the Company include ongoing payments for the build-out of expansion capacity, including lease-up of the expanded capacity and existing inventory, in Vantage SDC.

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.

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Such carried interest allocation to Messrs.

Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $ 64.6 million at September 30, 2025 and $ 121.1 million at December 31, 2024.

Carried interest allocated are recorded as net loss attributable to noncontrolling interests totaling $ 15.7 million and $ 56.5 million

for the three and nine months ended September 30, 2025, respectively, and net income attributable to noncontrolling interests totaling $ 1.6 million and $ 8.9 million for the three and nine months ended September 30, 2024, respectively.

Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $ 9.8 million at March 31, 2026 and $ 18.0 million at December 31, 2025.

Net carried interest reversal was recorded as net loss attributable to noncontrolling interests totaling $ 8.3 million and $ 13.9 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and 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 $ 8.7 million and $ 6.6 million, respectively, assuming a hypothetical liquidation of the

associated fund at the reporting date 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 in consolidated investment vehicles and general partner entities totaled $ 61.9 million at September 30, 2025 and $ 58.0 million at December 31, 2024, reflected in redeemable noncontrolling interests and noncontrolling interests in investment entities on the balance sheet.

The employees' and former employees' share was a net income of $ 1.5 million and $ 3.8 million for the three months ended September 30, 2025 and 2024, respectively, and net income of $ 2.8 million and $ 5.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Such amounts are reflected in net income (loss) attributable to noncontrolling interests on the consolidated statement of operations and exclude their share of carried interest allocation, which is reflected in incentive fee and carried interest compensation expense and net income (loss) attributable to noncontrolling interests.

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 $ 60.5 million at March 31, 2026 and $ 62.0 million at December 31, 2025.

Their proportionate share of net income (loss) from these investments totaled $ 0.4 million and $( 0.2 ) million for the three months ended March 31, 2026 and 2025, respectively.

Private Aircraft— P ursuant to Mr.

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Ganzi associated with the use of private aircraft (including both aircraft owned by Mr.

Ganzi and third party chartered flights) to taled $ 0.8 million and $ 2.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 3.5 million and $ 5.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Ganzi and third party chartered flights) to taled $ 1.6 million and $ 1.7 million for the three months ended March 31, 2026 and 2025.

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 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 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 segment earnings measure is 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.

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The CODM does not review disaggregated assets by segment.

Segment information for prior periods have been conformed to current period presentation.

Segment Results of Operations

The following table presents net income (loss) from continuing operations attributable to common stockholders for the Company's single reportable segment and is reconciled to the consolidated statement of operations.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Fee revenue $ 87,309 $ 90,139

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

2025 2024 2025 2024

Total revenues by geography:

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$ 70,951 $ 43,089

Other 634 22 803 70

$ 1,820 $ 74,006 $ 39,112 $ 532,900

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

(In thousands) March 31, 2026 December 31, 2025

Long-lived assets by geography:

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The Company may be involved in litigation and other proceedings that arise in the ordinary course of business.

As of September 30, 2025, the Company is not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity.

Other than as described below, as of March 31, 2026, 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.

On July 2, 2021, the Company was named as a defendant in the matter of Hernandez v.

Colony Capital, Inc., et al., initially filed in the Superior Court of California, County of Sacramento on February 10, 2020 (the “Lawsuit”).

The Lawsuit arises from the 2019 death of a resident at an assisted living facility located on a property that was part of a healthcare real estate investment portfolio owned by the Company prior to its strategic exit from the healthcare sector.

In the Lawsuit, the plaintiffs alleged claims including negligence and wrongful death, among others, and sought compensatory and punitive damages.

On March 3, 2026, the jury issued a verdict against several defendants, including the Company, for approximately $ 10.2 million in compensatory damages and $ 100 million in punitive damages.

The court has determined to offset the compensatory damages, for which the Company is jointly and severally liable, using $ 2.5 million of settlement proceeds from several defendants, including the operator of the facility, that settled with the plaintiffs prior to conclusion of the trial in a settlement that the court ruled was not entered into in good faith.

The Company’s share of the punitive damages, based on the jury’s findings, is $ 92 million.

However, as of the filing of this Quarterly Report, no judgment has been entered by the court.

The Company disagrees with the verdict and intends to appeal any judgment based on that verdict and pursue all available post-trial remedies.

The Company believes there are substantial grounds to challenge both liability findings and the size of the punitive damages award.

However, the timing and outcome of post-trial proceedings and any appeal are uncertain, and the Company cannot predict the ultimate outcome of the Lawsuit.

The Company believes any compensatory damages would be adequately covered by insurance, although the Company cannot be certain of ultimate recovery at this time.

The Company continues to operate its business in the ordinary course and no longer owns or operates healthcare-related assets, having divested its healthcare portfolio in 2022.

The Company has accrued a contingent loss of $ 7.7 million in discontinued operations in the first quarter of 2026, which management believes to be a reasonable estimate of the probable loss incurred as of the reporting date.

It is reasonably possible that an exposure to loss may exceed the amount accrued and that such excess could be significant.

However, because the Lawsuit remains subject to significant uncertainties, the Company is unable to reasonably estimate the range of possible loss that may be attributable to liabilities, if any, in excess of the amount accrued.

The Company’s contingent liability will be adjusted based upon future developments.

Subsequent Events

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The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• uncertainties as to the timing of the merger contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and among DBRG, the OP, and indirect subsidiaries of SoftBank Group Corp.

9984, "SoftBank") (the "Merger");

• the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all;

• the failure to satisfy any of the conditions to the consummation of the Merger;

• the possibility that competing offers or acquisition proposals for the Company will be made;

• the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied, in a timely manner or at all, or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals);

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee;

• the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally;

• risks related to diverting management’s attention from the Company’s ongoing business operations as a result of the Merger;

• certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;

• risks that the benefits of the Merger are not realized when and as expected;

• the risk that the Company’s business and/or SoftBank’s business will be adversely impacted during the pendency of the acquisition;

• difficult market and political conditions, including those resulting from inflation, high interest rates, trade barriers, a general economic slowdown or a recession;

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• our exposure to business risks in Europe, Asia, Latin America and other foreign markets, including the impact of changes in foreign exchange rates on the value of our investments;

• our ability to increase assets under management ("AUM") and expand our existing and new investment strategies while maintaining consistent standards and controls;

• our ability to increase fee earning equity under management ("FEEUM") and expand our existing and new investment strategies while maintaining consistent standards and controls;

• our ability to appropriately manage conflicts of interest;

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• our ability to maintain effective information and cybersecurity policies, procedures and capabilities and the impact of any cybersecurity incident affecting our systems or network or the system and network of any of our managed companies or service providers;

• uncertainty around, and disruption from, new and emerging technologies, including the adoption and utilization of artificial intelligence;

• the ability of our portfolio companies to attract and retain key customers and to provide reliable services without disruption;

• any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims;

• any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims and stockholder litigation in connection with the transactions contemplated by the Merger Agreement or the outcome of any other legal proceedings that may be instituted against the Company or SoftBank and/or others relating to the Merger may result in significant costs of defense;

indemnification and liability;

• our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all;

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

What changed 10-Q

Item 1. Financial Statements