What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-28 compared with 2025-10-31 · 160 added, 172 removed, 302 unchanged (52% of the section changed)

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and its consolidated subsidiaries.

References to the “Operating Partnership,” our “Operating Company” and the “OP” refer to DigitalBridge Operating Company, LLC, a Delaware limited liability company and the operating company of the Company, and its consolidated subsidiaries.

We are a leading global investment manager in digital infrastructure, deploying and managing capital across the digital ecosystem, including data centers, cell towers, fiber networks, small cells, and edge infrastructure.

References to the “Operating Company” and the “OP” refer to DigitalBridge Operating Company, LLC, a Delaware limited liability company and the operating company of the Company, and its consolidated subsidiaries.

We are a leading global investment manager in digital infrastructure, deploying and managing capital across the digital ecosystem, including data centers, cell towers, and fiber networks.

Our diverse global investor base includes public and private pensions, sovereign wealth funds, other asset managers, insurance companies, and endowments.

At September 30, 2025, we had $40.7 billion of fee earning equity under management ("FEEUM").

We are headquartered in Boca Raton, Florida, with key offices in New York, London, Luxembourg and Singapore.

At September 30, 2025, we had 310 employees.

At March 31, 2026, we had $40.8 billion of fee earning equity under management ("FEEUM").

Our head office is in Boca Raton, Florida, with key offices in New York, London, Luxembourg and Singapore.

At March 31, 2026, we had 311 employees.

We operate as a taxable C Corporation and conduct substantially all of our activities and hold substantially all of our assets and liabilities through our Operating Company.

As sole managing member, we own 97% of the Operating Company at September 30, 2025.

As sole managing member, we own 97% of the Operating Company at March 31, 2026.

Proposed Acquisition of DBRG

On December 29, 2025, DBRG, the Operating Company and indirect subsidiaries of SoftBank entered into the Merger Agreement pursuant to which, among other things, DBRG and the Operating Company would be acquired by such indirect subsidiaries through a series of mergers.

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.

The Merger Agreement contains customary termination rights for both parties, including, among others, the right of either party to terminate the Merger Agreement if the Merger is not consummated on or before March 29, 2027, which may be extended by either party by up to 90 days if the closing conditions related to required regulatory approvals or absence of legal restraints prohibiting the Merger have not been satisfied or waived but all other conditions (other than those that by their nature are to be satisfied by actions taken at the closing) have been satisfied or waived.

Under certain limited circumstances, the Company or SoftBank (through its indirect subsidiary) may be required to pay a termination fee of $96 million and $154 million, respectively, pursuant to the Merger Agreement in connection with such termination.

Subject to conditions set forth in the Merger Agreement, the Merger is expected to be completed in the second half of 2026.

Following consummation of the Merger, the Company will become an indirect, wholly-owned subsidiary of SoftBank, but will continue to operate as a separately managed platform.

There can be no assurance that the Merger will be consummated.

Risks and uncertainties associated with the Merger are discussed in Part I, Item 1A, “Risk Factors — Risks Related to the Merger” in our annual report on Form 10-K.

All forward-looking statements herein do not take into account the impact of, or give any effect to, the Merger.

Additional information related to the Merger Agreement is included in our Current Report on Form 8-K filed on December 30, 2025.

Our Investment Management Platform

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In providing institutional investors access to investments across different segments of the digital infrastructure ecosystem, our investment offerings have expanded to include core equity, credit and liquid securities.

• Our DBP series of funds focus on value-add digital infrastructure, investing in and building businesses across the digital infrastructure sector.

• Core Equity invests in digital infrastructure businesses and assets with long-duration cash flow profiles, primarily in more developed geographies, through our Strategic Assets Fund ("SAF").

• DigitalBridge Credit is our private credit strategy that delivers credit solutions to corporate borrowers in the digital infrastructure sector globally through credit financing products such as first and second lien term loans, mezzanine debt, preferred equity and construction/delay-draw loans, among other products.

• Our DBP series of commingled funds focus on value-add digital infrastructure, investing in and building businesses across the digital infrastructure sector.

• Core Equity invests in stabilized digital infrastructure platforms with long-duration cash flow profiles, primarily in more developed geographies, that offer consistent and predictable current yields, through our Strategic Assets Fund ("SAF").

• DigitalBridge Credit is our credit strategy that delivers credit solutions to corporate borrowers in the digital infrastructure sector globally through credit financing products, ranging from first and second lien term loans, and mezzanine debt to preferred equity.

• Our Liquid Strategies are fundamental long-only, long-short and market-neutral public equities strategies with well-defined mandates, leveraging the network and intellectual capital of our platform to build liquid portfolios of high quality, undervalued businesses across digital infrastructure, real estate, and technology, media, and telecom.

• InfraBridge is focused on mid-market investments in the digital infrastructure, energy and digital adjacent areas of traditional infrastructure (predominantly transportation and logistics via the Global Infrastructure Fund ("GIF") series of funds).

Significant Developments

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

Capital Raise

• In 2025, through the third quarter, we raised $4.1 billion of capital, primarily for the third series in our flagship value-add strategy and also co-investment vehicles.

Realization of Investment

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

• InfraBridge is a middle market equity investor, specializing in digital infrastructure, energy and digital adjacent areas of traditional infrastructure (predominantly transportation and logistics) via the Global Infrastructure Fund ("GIF") series of funds).

Operating Metrics

Fee Earning Equity Under Management

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

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

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

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

Presented below is total FEEUM by product:

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

Fee Earning Equity Under Management

DBP Series $ 17.6 $ 17.8

Co-Investment Vehicles 15.3 15.2

InfraBridge 3.6 3.6

Core, Credit and Liquid Strategies 3.3 3.2

Separately Capitalized Portfolio Companies 1.0 1.2

$ 40.8 $ 41.0

The following table summarizes changes in FEEUM:

Three Months Ended March 31, 2026

(In billions)

Fee Earning Equity Under Management

Balance at January 1 $ 41.0

Market activity (3)

Balance at March 31

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

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

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

Fund Performance Metrics

Certain performance metrics for our key investment funds from inception through September 30, 2025 are presented in the table below.

Excluded are funds with less than one year of performance history as of September 30, 2025, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies.

Certain performance metrics for our key investment funds from inception through March 31, 2026 are presented in the table below.

Excluded are funds with less than one year of performance history as of March 31, 2026, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies.

The historical performance of our funds is not indicative of their future performance nor indicative of the performance of our other existing funds or of any of our future funds.

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Results of Operations

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

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended March 31,

(In thousands) 2026 2025 Change

Fee revenue $ 87,309 $ 90,139 $ (2,830)

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Net income (loss) attributable to common stockholders $ 5,305 $ (878) 6,183

Total revenues were $3.8 million and $76.1 million in the three months ended September 30, 2025 and 2024, respectively, and $46.1 million and $540.9 million in the nine months ended September 30, 2025 and 2024, respectively.

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

Additionally, there were increases to fee revenue, driven mainly by capital raised for our third flagship fund.

In the first quarter, total revenues were $72.2 million in 2026 and $45.4 million in 2025.

The changes in total revenues were driven by variability in unrealized carried interest reversals and unrealized principal investment income, both of which are a function of fair value changes in the underlying investments of our funds.

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

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

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended March 31,

(In thousands) 2026 2025 Change

Management fees

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Incentive fees

— 291 (291) 606 2,823 (2,217)

Other fee revenue

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

Fee revenue increased $16.7 million or 22% to $93.3 million in the quarter-to-date comparison and $40.6 million or 18% to $268.7 million in the year-to-date comparison.

The increases in both the quarter-to-date and year-to-date comparisons were driven by (i) additional capital raised for our third flagship fund, which contributed incremental management fees of $11.5 million and $40.6 million (of which $3.4 million and $16.9 million were incremental catch-up fees), respectively, and (ii) deployment of capital and new capital raised for co-investment vehicles, partially offset by (iii) lower management fees from InfraBridge funds, in particular the effect of a change in fee basis from committed to invested capital effective late December 2024 (decreased $3.5 million and $13.1 million, respectively).

Year over year, FEEUM increased $6.6 billion or 19% to $40.7 billion at September 30, 2025 from $34.1 billion at September 30, 2024.

Incentive fees in all periods were attributed to our liquid securities strategy.

Carried Interest Allocation

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

(In thousands) 2025 2024 Change 2025 2024 Change

Carried interest allocation

Fee revenue in the first quarter was $2.8 million or 3% lower, at $87.3 million in 2026.

Year over year, FEEUM increased $3.5 billion or 9% to $40.8 billion at March 31, 2026 (from $37.3 billion at March 31, 2025).

The lower fee revenue can be attributed to the absence of catch-up fees in 2026 from our third flagship fund, which was partially offset by higher recurring fees from capital raised during 2025 prior to the final closing of the fund in October 2025.

There was also additional capital deployment in other funds and new capital raised for co-investment vehicles that contributed incremental fees in 2026.

Carried Interest

Three Months Ended March 31,

(In thousands) 2026 2025 Change

Carried interest

Distributed $ — $ 2,470 $ (2,470)

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See Note 3 to the consolidated financial statements.

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

Unrealized carried interest reversals are generally a function of continuing accrual of preferred returns over time outpacing changes in investment fair values and the resulting effects are exacerbated given the early lifecycle of our funds.

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

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

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

2026 also included an incremental obligation to clawback carried interest of $7.7 million assuming a hypothetical liquidation of a carry paying fund at its March 31, 2026 estimated fair value.

Of this amount, $6.8 million would be recoverable from current and former employees and a third party participation interest, resulting in an incremental liability to the Company of $0.9 million in the first quarter of 2026.

Principal Investment Income

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

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended March 31,

(In thousands) 2026 2025 Change

Principal investment income (loss)

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

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

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

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

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

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

Other income was flat at $5.4 million in the quarter-to-date comparison and decreased $2.9 million to $17.0 million in the year-to-date comparison.

The decrease was driven by lower cost reimbursements from managed investment vehicles that are presented gross as income and expense ($0.8 million) and lower dividend income from equity securities of consolidated funds ($0.7 million).

Total expenses were $23.3 million and $76.3 million for the three months ended September 30, 2025 and 2024, respectively, and $111.0 million and $428.7 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease is attributed to unrealized carried interest compensation which was a higher net reversal in 2025 compared to a lower net reversal in the third quarter of 2024 and a net expense year-to-date in 2024.

Additionally, 2025 had lower administrative costs.

Realized principal investment income in both years included distributions of interest income from our credit funds.

2025 also included $34.0 million of income distribution in connection with a secondary sale of equity by our DataBank portfolio company.

Other income decreased $0.4 million to $5.1 million.

This was driven by lower cost reimbursements from managed investment vehicles that are presented gross as income and expense ($1.1 million), partially offset by a net increase in other income (interest and dividends) from our consolidated liquid funds ($0.4 million).

Total expenses were $68.8 million in 2026 and $55.3 million in 2025.

The increase can be attributed to higher compensation and transaction costs in 2026 while 2025 administrative cost was net of insurance recoveries.

Changes in the various expense items are discussed below.

Compensation Expense

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

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended March 31,

(In thousands) 2026 2025 Change

Cash and equity-based compensation

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Incentive fee and carried interest compensation allocation (reversal)

Cash and equity-based compensation— The increase in cash compensation for both periods under comparison is driven by higher accruals of performance based incentive compensation.

Equity-based compensation was flat in the quarter-to-date comparison, and lower in the year-to-date comparison as 2024 included performance-based awards that fully vested in 2024.

Incentive fee and carried interest compensation allocation— For both quarter-to-date and year-to-date periods under comparison, the net reversal of compensation in 2025 and net expense in 2024 are consistent with the changes in carried interest, as discussed above.

Carried interest distributed $ — $ 1,599 $ (1,599)

Carried interest unrealized (26,613) (23,907) (2,706)

Incentive fees realized 3,473 4 3,469

$ (23,140) $ (22,304) (836)

The higher cash and incentive fee compensation in 2026 can be attributed primarily to an incentive arrangement tied to income earned in prior periods.

The net reversal of carried interest compensation in both periods were consistent with the changes in carried interest, as discussed above.

Administrative and Other Expenses

Administrative and other expenses decreased $12.1 million to $15.1 million in the quarter-to-date comparison and $35.5 million to $42.5 million in the year-to-date comparison.

The decrease in both periods can be attributed largely to insurance recoveries in 2025 related to litigation costs incurred in prior periods ($4.0 million and $22.2 million, respectively) and lower third party professional service costs, including reimbursable costs incurred on behalf of our managed investment vehicles.

The decrease in both periods were partially offset by costs incurred for potential new products ($1.1 million and $5.6 million, respectively).

Administrative and other expenses in the first quarter was $3.8 million higher at $19.7 million in 2026 compared to $15.9 million in 2025.

The expense in 2025 had been netted down by $10.6 million of insurance recoveries related to litigation costs incurred in prior years, but that was partially offset by a loss accrual related to an employment arbitration ($5.3 million) and fund placement fees ($0.6 million) in 2025.

The increase in 2026 can also be attributed to higher third party professional service costs, including reimbursable costs incurred on behalf of our managed investment vehicles, partially offset by lower litigation costs ($1.1 million) and lower fund organizational and diligence costs in 2026 ($1.3 million).

Interest Expense

Interest expense increased $0.6 million to $4.7 million in the quarter-to-date comparison and $0.7 million to $13.2 million in the year-to-date comparison.

The increase in both periods reflect $1.1 million of interest expense on fund-level debt that was consolidated in the third quarter of 2025.

In the quarter-to-date comparison, this was partially offset by lower deferred financing costs ($0.5 million) following a reduction in the VFN borrowing capacity in June 2025.

In the year-to-date comparison, interest expense also decreased due to the full exchange/redemption of the remaining 5.75% exchangeable senior notes in April 2024 ($0.4 million).

Interest expense was $0.4 million lower at $3.5 million due to lower unused fees following a reduction in the VFN borrowing capacity in June 2025.

Transaction-Related Costs

Transaction-related costs decreased $0.8 million to $1.0 million in the quarter-to-date comparison and increased $6.4 million to $9.6 million in the year-to-date comparison due to unconsummated deal cost.

Transaction-related costs was $9.7 million higher at $14.2 million, which includes cost attributed to the proposed acquisition of DBRG.

Depreciation and Amortization

Depreciation and amortization expense decreased $1.1 million in the quarter-to-date comparison and $2.6 million in the year-to-date comparison due to management contract intangibles that have a declining amortization rate over time.

In the year-to-date comparison, the decrease was partially offset by accelerated depreciation of fixed assets disposed in connection with the assignment of an office lease in the second quarter of 2025.

Depreciation and amortization expense decreased $1.9 million attributed to management contract intangibles that have a declining amortization rate over time.

Other Gain (Loss), Net

Other gain, net was $6.5 million and $15.0 million in the three and nine months ended September 30, 2025, respectively, and $47.9 million and $50.8 million in the three and nine months ended September 30, 2024, respectively, reflecting predominantly unrealized fair value changes in financial assets and financial liabilities.

The net gain for both periods in 2025 was driven by net unrealized gains in marketable equity securities of consolidated funds ($5.6 million and $7.7 million, respectively) and additionally, fair value decrease of the InfraBridge contingent consideration liability in the year-to-date period ($3.7 million).

The net gain for both periods in 2024 was driven by (i) net fair value increase in investments held by consolidated funds ($44.4 million and $46.0 million, respectively), (ii) net gain from substantial sale and mark-to-market of a non-core marketable equity security ($6.5 million and $9.3 million, respectively), and (iii) fair value decrease of warrant liability ($1.2 million and $4.2 million, respectively), all of which were partially offset by impairment of warehoused investments ($8.9 million and $12.5 million, respectively).

In the first quarter, 2026 recorded an other gain, net of $4.1 million while 2025 recorded an other loss, net of $0.5 million, reflecting predominantly unrealized fair value changes in financial assets and financial liabilities in both periods, related primarily to our consolidated funds.

Income Tax Benefit (Expense)

Income tax was immaterial in all periods under comparison, with the only notable amount being a $2.1 million expense in the nine months ended September 30, 2024.

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

The Company also benefitted from various U.S state tax refunds in 2024.

Income tax expense was immaterial in 2026 and $0.3 million in 2025.

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

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

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Income (Loss) from Discontinued Operations

The effect of discontinued operations was immaterial in the quarter-to-date periods and in the year-to-date periods, with net losses of $2.6 million in 2025 and $13.4 million in 2024.

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

Operating Metrics

Assets Under Management and Fee Earning Equity Under Management

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

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

Assets Under Management

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

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

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

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

and committed capital for funds in their commitment stage.

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

Fee Earning Equity Under Management

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

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

Presented below are total AUM and FEEUM by product:

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

Assets Under Management

$ 107.6 $ 95.6

Fee Earning Equity Under Management

DBP Series $ 17.5 $ 15.9

Co-Investment Vehicles 15.3 11.5

InfraBridge 3.6 3.7

Core, Credit and Liquid Strategies 3.1 3.2

Separately Capitalized Portfolio Companies 1.2 1.2

$ 40.7 $ 35.5

The following table summarizes changes in FEEUM:

Nine Months Ended September 30, 2025

(In billions)

Fee Earning Equity Under Management

Balance at January 1 $ 35.5

Market activity (3)

Balance at September 30

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

Amount was less than $30 million in 2025.

FEEUM increased $5.2 billion or 15% to $40.7 billion at September 30, 2025, driven by capital raise for our third flagship fund and new co-investment vehicles, as well as deployment of previously raised capital.

The effect of discontinued operations was a net loss of $5.5 million in 2026 and $4.2 million in 2025 in the first quarter.

2025 included primarily an accrual for a state tax audit, which was partially reversed in 2026 upon settlement, while 2026 included a litigation related contingent loss.

Non-GAAP Supplemental Financial Measures

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These costs, along with certain other gain (loss) amounts, are excluded from DE as they are related to discrete items, are not considered part of our ongoing operating cost structure, and are not reflective of our core operating performance.

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

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

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

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Results of our non-GAAP measures attributable to the Operating Company were determined as follows:

Three Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025 Change

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Realized principal investment income (loss) 3,077 34,907 (31,830)

Interest, dividend and other income 3,144 2,828 316

Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation — 864 (864)

Interest expense and preferred dividends (17,767) (18,010) 243

Placement fees and other (1,319) (1,247) (72)

Other income (expense), net (2)

4,053 2,294 1,759

Income tax benefit (expense) 8 (301) 309

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

(2) Other income (expense), net, includes interest, dividend and other income, placement fee and other expense, and other realized gain (loss).

Fee-Related Earnings

FRE was $11.1 million or 43% higher at $37.3 million in the third quarter of 2025 compared to $26.2 million in the same period in 2024.

FRE margin improved to 40% compared with 34% a year ago.

Fee revenue increased $16.9 million or 22%, partially offset by higher operating cost.

The increase in fee revenue is attributable to capital raised for our third flagship fund, which contributed an additional $11.5 million of fees (of which $3.4 million was incremental catch-up fees), and new co-investment vehicles, as well as additional capital deployments.

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

Operating cost was $5.7 million higher, driven by higher compensation cost.

In the first quarter, FRE was $24.0 million in 2026, $10.9 million lower than in 2025.

Fee revenue decreased $2.8 million, attributed to the absence of catch-up fees in 2026 from our third flagship fund that had its final closing in October 2025.

This was partially offset by higher recurring fees from additional capital raises and deployments.

Additionally, operating cost was $8.2 million higher, driven by compensation cost.

Distributable Earnings

DE was $11.0 million higher at $21.7 million in the third quarter of 2025 compared to the same period in 2024, with the increase driven by the growth in FRE, as discussed above.

In the first quarter, DE was $13.4 million in 2026 compared to $54.7 million in 2025.

In comparison, 2025 had benefitted from $35 million of realized principal investment income and carried interest received from a secondary sale of equity by our DataBank portfolio company.

2026 also recorded a lower FRE as discussed above.

Distributable Earnings and Fee-Related Earnings Reconciliation

Three Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

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

(2,374) 9,541

Other (gain) loss, net (2)

(5,821) (47,906)

Unrealized principal investment income (3)

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Realized principal investment (income) loss (3,077) (34,907)

Interest, dividend and other income (3,144) (2,828)

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

Interest expense and preferred dividends 17,767 18,010

Placement fee and other 1,319 1,247

Other (income) expense, net (6)

(4,053) (2,294)

Income tax (benefit) expense (8) 301

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

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

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

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

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

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

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

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

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

(6) Discontinued operations represents residual activities from the Company's former real estate business that had been disposed.

(6) Other income (expense), net, includes interest, dividend and other income, placement fee and other expense, and other realized gain (loss).

Liquidity and Capital Resources

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• acquisitions of target investment management businesses;

• obligation for lease payments on our corporate offices.

• lease payments on our corporate offices;

• other obligations, including carried interest clawback and contingencies.

Our primary sources of liquidity are:

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• proceeds from public or private equity and debt offerings.

At September 30, 2025, we have $173 million of available corporate cash.

At March 31, 2026, we had $250 million of available corporate cash.

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

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

Significant Liquidity and Capital Activities in 2025

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

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

Liquidity Needs and Capital Activities

Common Stock —The payment of common stock dividends and determination of the amount thereof is at the discretion of our Board of Directors.

[In October 2025, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid in January 2026.]

Preferred Stock— We have outstanding preferred stock totaling $822 million, bearing a weighted average dividend rate of 7.135% per annum, with aggregate dividend payments of $14.7 million per quarter.

In February 2026, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid in April 2026.

Preferred Stock— We have outstanding preferred stock with a redemption value totaling $822 million (at $25 per share), bearing a weighted average dividend rate of 7.135% per annum, with aggregate dividend payments of $14.7 million per quarter.

Contractual Obligations, Commitments and Contingencies

Debt Obligations

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

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

($ in thousands) Outstanding Principal Interest Rate

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

As of September 30, 2025, we have unfunded equity commitments to our sponsored funds totaling $189 million as general partner and general partner affiliate (including commitments attributed to the ownership by employees and former employees in our general partner entities).

As of March 31, 2026, we had unfunded equity commitments to our sponsored funds totaling $212 million as general partner and general partner affiliate (including commitments attributed to the ownership by employees and former employees in our general partner entities).

Generally, the timing for funding of these commitments is not known and the commitments are callable on demand at any time prior to their respective expirations.

Warehoused Investments

We temporarily warehouse investments on behalf of prospective sponsored investment vehicles.

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

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

Nevertheless, investment warehousing is undertaken only if it is determined that we will have sufficient liquidity to hold the investments.

Contingent Consideration — InfraBridge

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

The current estimated fair value of the contingent consideration is $2.4 million.

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.

Carried Interest Clawback

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

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

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

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

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

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

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

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

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.

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

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

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

At September 30, 2025, the Company had no liability for clawback obligations on distributed carried interest.

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

Of this amount, $27.4 million and $1.5 million of the clawback obligation would be the responsibility of current/former employees and a third party participation interest, respectively.

The Company's share of the clawback obligation would be $3.7 million as of March 31, 2026.

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.

Lease Obligations

At September 30, 2025, we had operating lease obligations of $34 million for in-place leases on currently occupied corporate offices and commitments on a future office lease of $58 million that is expected to commence in 2026 with a 10.8 year lease term.

We sub-leased a portion of certain existing office space over the remaining term of the respective leases and expect to receive fixed sub-lease payments totaling $3 million over the remaining life of the sub-lease contracts.

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

At March 31, 2026, we had operating lease obligations of $30 million for in-place leases on currently occupied corporate offices and commitments on a future office lease of $58 million that is expected to commence in July 2026 with a 10.8 year lease term.

With respect to the new lease, the Company intends to sub-lease a portion of the new office space, which will reduce its future lease obligation.

We currently sub-lease a portion of certain existing office space over the remaining term of the respective leases and expect to receive fixed sub-lease payments totaling $3 million over the remaining life of the sub-lease contracts.

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

Lease obligation amounts represent undiscounted fixed lease payments over contractual lease terms of up to 10 years, excluding any contingent or other variable lease payments, and factor in lease renewal or termination options only if it is reasonably certain that such options would be exercised.

Lease obligation amounts represent discounted fixed lease payments over contractual lease terms of up to 10 years, excluding any contingent or other variable lease payments, and factor in lease renewal or termination options only if it is reasonably certain that such options would be exercised.

Other Contingencies

We may be involved in litigation and other proceedings that arise in the ordinary course of business, as discussed in Note 16 to the consolidated financial statements in Item 1 of this Quarterly Report.

Sources of Liquidity

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

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

We are in the process of refinancing our corporate debt and replacing the term notes and VFN prior to their anticipated repayment date in September 2026.

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

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

Public Offerings

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

Consolidated Cash Flows

The following table summarizes the activities from our consolidated statements of cash flows, including discontinued operations.

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

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

Our operating activities generated net cash inflows of $183.8 million in 2025 and $31.4 million in 2024.

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

Our operating activities generated net cash outflows of $40.0 million in 2026 and inflows of $50.3 million in 2025.

Outside of recurring operating activities, cash inflows in 2025 also included distribution of earnings from the secondary sale of equity in our DataBank portfolio company of $34.0 million and $10.6 million from net insurance recoveries related to litigation costs largely incurred in prior years.

Investing Activities

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

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

• In 2025, net cash outflows of $97.5 million were driven by $102.1 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds and $37.9 million of investments warehoused for potential new products.

This was partially offset by return of capital of (i) $24.8 million from the secondary sale of equity in our DataBank portfolio company, (ii) $12.1 million from disposition and recapitalization of investments in our InfraBridge fund, (iii) $3.6 million from our CLO subordinated notes, and (iv) $3.3 million of net inflows from the investing activities of our consolidated liquid funds that hold marketable equity securities.

• Net cash outflows were lower in 2024 at $6.8 million, driven by $40.5 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds, that was largely offset by $35.0 million of net proceeds from sale of our non-core investments .

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

Our investing activities generated net cash inflows in 2026 and 2025.

• In 2026, net cash inflows of $101.4 million included $80.0 million of proceeds received in January 2026 from syndication of our interests in sponsored funds in December 2025, $15.3 million of distributions, net of fundings, for our general partner and general partner affiliate commitments in our sponsored funds, and $5.1 million of net inflows from the investing activities of our consolidated liquid funds that hold marketable equity securities.

• In 2025, net cash inflows were $17.5 million.

We received $24.8 million return of capital from the secondary sale of equity in our DataBank portfolio company.

Otherwise we funded $7.0 million, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds, while the investing activities of our consolidated liquid funds which hold marketable equity securities resulted in a net cash outflow of $0.7 million.

Financing Activities

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

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

Financing activities generated net cash outflows in 2026 and 2025.

• In 2025, net cash outflows of $32.6 million were driven by common and preferred dividend payments of $49.3 million, partially offset by $21.6 million of capital contributions by limited partners in consolidated single asset funds.

• The higher net cash outflows of $77.8 million in 2024 resulted from (i) cash settlement of a contingent consideration to Wafra of $17.5 million, (ii) $14.6 million of investor capital redeemed, net of contributions, in our consolidated liquid funds, and (iii) $49.0 million of common and preferred dividend payments.

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

• In 2026, net cash outflows of $38.6 million were driven by common and preferred dividend payments of $16.5 million and $11.1 million of capital distributions to limited partners in our consolidated funds.

• The net cash outflows of $21.9 million in 2025 included $16.4 million of common and preferred dividend payments and a $2.1 million third party participation interest in net distributions from DBP I.

Guarantees and Off-Balance Sheet Arrangements

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What changed 10-Q

Item 2. Management’s Discussion and Analysis