Other Information.
−Removed: Change of Directors
−Removed: Resignation of Director
−Removed: On October 30, 2025, Ian Schapiro resigned as a member of the board of directors (the “Board”) of the Company, including as a member of its audit committee and compensation committee.
−Removed: Schapiro’s decision was not a result of any disagreement with the Company on any matter relating to its operations, polices or practices.
−Removed: Appointment of Director
−Removed: Effective October 31, 2025, the Board appointed Jay Wintrob to serve as an independent member of the Board.
−Removed: Wintrob, 68, currently serves as an Oaktree Advisory Partner following his retirement from Oaktree Capital Group in March 2024.
−Removed: Prior thereto, he served as Oaktree’s Chief Executive Officer (from 2014 to 2024) and a member of its Board of Directors (from 2011 to 2024).
−Removed: Wintrob serves as a member of the board of trustees of Third Point Private Capital Partners, a newly-organized closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940.
−Removed: Before joining Oaktree, Mr.
−Removed: Wintrob was President and Chief Executive Officer of AIG Life and Retirement, the U.S.-based life and retirement services segment of American International Group, Inc., from 2009 to 2014.
−Removed: Following AIG’s acquisition of SunAmerica in 1998, Mr.
−Removed: Wintrob was Vice Chairman and Chief Operating Officer of AIG Retirement Services, Inc.
−Removed: from 1998 to 2001, and President and Chief Executive Officer from 2001 to 2009.
−Removed: Wintrob began his career in financial services in 1987 as Assistant to the Chairman of SunAmerica Inc., and then went on to serve in several other executive positions, including President of SunAmerica Investments, Inc.
−Removed: overseeing the company’s invested asset portfolio.
−Removed: Prior to joining SunAmerica, Mr.
−Removed: Wintrob was with the law firm of O’Melveny & Myers.
−Removed: He received his B.A.
−Removed: from the University of California, Berkeley.
−Removed: Wintrob is a board member of several non-profit organizations, including The Eli and Edythe L.
−Removed: Broad Foundation and The Broad (Contemporary Art Museum), Doheny Eye Institute, Skirball Cultural Center and Cedars-Sinai Medical Center.
−Removed: In accordance with the Company’s non-employee director compensation policy as described in the Company’s definitive proxy statement on Schedule 14A filed on April 17, 2025 with the Securities and Exchange Commission, Mr.
−Removed: Wintrob’s compensation for his services as a non-employee director will be consistent with that of the Company’s other non-employee directors, subject to pro-ration to reflect the commencement date of his service on the Board.
−Removed: In addition, the Company is entering into an indemnification agreement with Mr.
−Removed: Wintrob in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.
−Removed: The Board has determined that Mr.
−Removed: Wintrob is independent under the New York Stock Exchange rules.
−Removed: Wintrob is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
−Removed: Wintrob has been appointed by the Board to serve on the audit committee and compensation committee of the Board.
Rule 10b5-1 Trading Plans
−Removed: During the quarter ended September 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
+Added: During the quarter ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
EXHIBIT INDEX
Exhibit Number Description
+Added: 2.1 Agreement and Plan of Merger, dated as of December 29, 2025, by and among DigitalBridge Group, Inc., Duncan Holdco LLC, Duncan Sub I Inc., Duncan Sub II LLC, and DigitalBridge Operating Company, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 30, 2025)
3.1 Restated Charter of DigitalBridge Group, Inc.
3 unchanged sentences
3.4 Articles Supplementary designating 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form 8-A filed on September 22, 2017)
−Removed: 10.1†* Amendment No.1 to the Employment Agreement between the Company and Thomas Mayrhofer, dated as of September 23, 2025.
31.1* Certification of Marc C.
13 unchanged sentences
104** Cover Page Interactive Data File
−Removed: † Denotes a management contract or compensatory plan contract or arrangement.
* Filed herewith.
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: October 31, 2025
+Added: April 28, 2026
DigitalBridge Group, Inc.
9 unchanged sentences
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.