What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-04-28 · 193 added, 159 removed, 841 unchanged (30% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

March 31, 2026

June 30, 2026

December 31, 2025

42 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Fee revenue $ 87,837 $ 85,262 $ 175,146 $ 175,401

40 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 236,929 $ ( 25,684 ) $ 238,945 $ ( 40,539 )

27 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) — — — 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.

19 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) 227,340 227,340 3,435 5,272 236,047

Other comprehensive income (loss) ( 144 ) ( 144 ) ( 4 ) ( 148 )

Redemption of OP units for class A common stock 25 17,439 17,464 ( 17,464 ) —

Equity-based compensation 19 9,323 9,342 41 9,383

Shares canceled for tax withholdings on vested equity awards ( 1 ) ( 905 ) ( 906 ) ( 906 )

Contributions from noncontrolling interests — 413 413

Distributions to noncontrolling interests — ( 9,840 ) ( 30 ) ( 9,870 )

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

Common stock dividends declared ($ 0.01 per share)

( 1,867 ) ( 1,867 ) ( 1,867 )

Reallocation of equity (Notes 2 and 8)

1,937 61 1,998 ( 1,998 ) —

Balance at June 30, 2026

$ 794,670 $ 1,867 $ 8,091,683 $ ( 6,547,204 ) $ 4,449 $ 2,345,465 $ 233,605 $ 24,460 $ 2,603,530

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

3 unchanged sentences

Unrealized principal investment (income) loss ( 142,632 ) ( 24,525 )

Realized principal investment loss 4,574 40,256

Equity-based compensation 14,600 17,859

3 unchanged sentences

Other (gain) loss, net ( 416 ) ( 11,714 )

Other adjustments, net ( 847 ) ( 287 )

(Increase) decrease in other assets and due from affiliates 23,190 23,260

Increase (decrease) in other liabilities and due to affiliates ( 22,318 ) 1,935

Other adjustments, net ( 1,579 ) ( 761 )

Net cash generated by (used in) operating activities 47,201 127,271

9 unchanged sentences

Dividends paid to common stockholders ( 3,651 ) ( 3,510 )

Borrowings on corporate debt 300,000 —

Repayment of corporate debt ( 300,000 ) —

Payment of corporate debt offering cost ( 8,464 ) —

Shares canceled for tax withholdings on vested equity awards ( 12,767 ) ( 5,437 )

10 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Beginning of period

9 unchanged sentences

Supplemental Disclosure of Cash Flow Information

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

12 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2026

June 30, 2026

Business and Organization

3 unchanged sentences

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 March 31, 2026 , with the remaining 3 % owned by certain current and former employees of the Company as noncontrolling interest.

Proposed Acquisition of DBRG

DBRG 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") .

DBRG, as sole managing member, owned 98 % of the OP at June 30, 2026 , with the remaining 2 % owned by certain current and former employees of the Company as noncontrolling interest.

SoftBank's 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").

9984, "SoftBank") entered into an agreement and plan of merger pursuant to which, among other things, DBRG and the Operating Company would be acquired by such indirect subsidiaries pursuant to a series of mergers (collectively, the "SoftBank 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.

The preferred stock of DBRG and the preferred units of the Operating Company will remain outstanding.

All warrants to purchase DBRG's common stock have either been exercised or otherwise expired in July 2026.

The required approval or consent for the SoftBank Merger has been received from DBRG's common stockholders and from the Company's flagship investment funds and a specified percentage of fee-paying clients.

As of the date of this filing, consummation of the SoftBank Merger is still subject to receipt of regulatory approvals and satisfaction of customary closing conditions.

Upon consummation of the SoftBank Merger, the Company will become an indirect subsidiary of SoftBank.

DBRG's Proposed Acquisition of ArcLight

On May 23, 2026, DBRG and its subsidiaries entered into a definitive agreement to acquire ArcLight Capital Partners, LLC ("ArcLight"), a leading specialist investor in power and electric infrastructure, for a total purchase price of up to $ 1.05 billion (the "ArcLight Acquisition").

The consideration is composed of a base purchase price of $ 650 million plus a contingent consideration of up to $ 400 million payable based upon annual ArcLight earnings for each fiscal year from 2027 through 2029.

The ArcLight Acquisition will be funded through a combination of cash on hand and debt financing.

The ArcLight Acquisition is conditioned upon closing of the SoftBank Merger, and is subject to customary closing conditions, including regulatory approvals and consents from limited partners of ArcLight funds.

Summary of Significant Accounting Policies

4 unchanged sentences

These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.

However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other future period.

However, the results of operations for the interim period presented are not necessarily indicative of the results that may be

expected for the year ending December 31, 2026, or any other future period.

These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

3 unchanged sentences

Noncontrolling interests represent predominantly:

carried interest allocation to certain executives of the Company, 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.

25 unchanged sentences

However, if the consolidation represents an asset acquisition of a voting interest entity, the Company's existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost.

The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.

The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon

deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.

Noncontrolling Interests

36 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.

1 unchanged sentence

Any remaining amounts in expense line items that contain any of the prescribed expense categories that have not been separately quantified are to be included in the tabular disclosure to reconcile to the corresponding amount on the income statement and to be qualitatively described.

The ASU is effective for annual reporting periods beginning January 1, 2027 and interim reporting periods beginning January 1, 2028.

The ASU is effective for the Company's annual reporting periods beginning January 1, 2027 (that is, Form 10-K for the year ending December 31, 2027) and interim reporting periods beginning January 1, 2028 (that is, Form 10-Q for the quarter ending March 31, 2028).

Early adoption is permitted.

2 unchanged sentences

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

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

(In thousands) June 30, 2026 December 31, 2025

Equity method investments

34 unchanged sentences

Carried Interest Distributed

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.

Carried interest distributed was $ 9.4 million in the second quarter of 2026 and $ 2.5 million in the first quarter of 2025, of which $ 5.7 million and $ 1.6 million, respectively, were allocated to current and former employees, recorded as carried interest compensation.

Clawback Obligation

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.

At June 30, 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 June 30, 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.

At June 30, 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).

The Company's share of the clawback obligation would be $ 3.7 million as of June 30, 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.

If, at June 30, 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 $ 108.1 million on an after-tax basis, of which $ 69.0 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, $ 21.7 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

14 unchanged sentences

(in thousands) Gains Losses Fair Value

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

June 30, 2026 $ 28,563 $ — $ — $ — $ 28,563

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 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.

Based upon these data points, at June 30, 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

4 unchanged sentences

Intangible assets are composed of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

12 unchanged sentences

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

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.

Amortization expense for finite-lived intangible assets totaled $ 4.8 million and $ 6.6 million for the three months ended June 30, 2026 and 2025, respectively, and $ 9.5 million and $ 13.2 million for the six months ended June 30, 2026 and 2025, respectively.

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

8 unchanged sentences

The following table summarizes the Company's other assets.

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

(In thousands) June 30, 2026 December 31, 2025

Prepaid taxes and deferred tax assets, net $ 4,713 $ 3,936

3 unchanged sentences

Prepaid expenses 5,482 6,758

Other assets 1,241 1,197

Fixed assets, net (2)

Miscellaneous assets 578 1,197

Assets of discontinued operations 187 193

3 unchanged sentences

(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 .

(2) Net of accumulated depreciation of $ 11.0 million at June 30, 2026 and $ 10.2 million at December 31, 2025 .

Other Liabilities

The following table summarizes the Company's other liabilities:

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

(In thousands) June 30, 2026 December 31, 2025

Deferred investment management fees (Note 11) (1)

10 unchanged sentences

34,099 26,112

Other liabilities 1,487 3,084

Miscellaneous liabilities 1,390 3,084

718,897 582,129

4 unchanged sentences

13,315 13,483

Other liabilities 1,440 256

Miscellaneous liabilities 1,424 256

Total other liabilities $ 825,474 $ 670,155

(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.

(1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 3.7 years and 4.3 years as of June 30, 2026 and December 31, 2025.

Deferred investment management fees recognized as income of $ 3.2 million and $ 1.4 million in the three months ended June 30, 2026 and 2025, respectively, and $ 5.8 million and $ 2.8 million in the six months ended June 30, 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 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.

As of June 30, 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

June 30, 2026 December 31, 2025

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

1 unchanged sentence

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:

In May 2026, special-purpose subsidiaries of the OP (the "Co-Issuers") issued Series 2026-1 Secured Fund Fee

Revenue Notes, composed of:

(i) $ 300 million aggregate principal amount of 6.326 % Secured Fund Fee Revenue Notes, Series 2026-1, Class A-2 (the “Class A-2 Notes”);

and (ii) up to $ 100 million (following the Company's election in June 2025 to reduce its capacity from $ 300 million, pursuant to its terms) Secured Fund Fee Revenue Variable Funding Notes, Series 2021-1, Class A-1 (the “VFN” and, together with the Class A-2 Notes, the “Series 2021-1 Notes”).

and (ii) up to $ 100 million Secured Fund Fee Revenue Variable Funding Notes, Series 2026-1, Class A-1 (the “VFN” and, together with the Class A-2 Notes, the “Series 2026-1 Notes”).

The VFN allow the Co-Issuers to borrow on a revolving basis.

The Series 2021-1 Notes were issued under an Indenture dated July 2021, as amended in April 2022, that allows the Co-Issuers to issue additional series of notes in the future, subject to certain conditions.

Proceeds from issuance of the Series 2026-1 Class A-2 Notes, net of payment of $ 8.5 million debt offering costs, were used to repay the $ 300 million outstanding principal plus the 3.933 % accrued interest on the Series 2021-1 Secured Fund Fee Revenue Notes that had an anticipated repayment date ("ARD") in September 2026.

There were no outstanding amounts drawn on the prior $ 100 million Series 2021-1 VFN.

The Series 2026-1 Notes were issued under the original Series 2021-1 Indenture dated July 2021, as amended in April 2022 and May 2026, that allows the Co-Issuers to issue additional series of notes in the future, subject to certain conditions.

The broad terms governing the Series 2026-1 Notes, as described below, are substantially consistent with those of Series 2021-1.

The Series 2026-1 Notes represent obligations of the Co-Issuers and certain other special-purpose subsidiaries of DBRG, and neither DBRG, the OP nor any of DBRG's other subsidiaries are liable for the obligations of the Co-Issuers.

The Series 2021-1 Notes are secured by net investment management fees earned by subsidiaries of DBRG, and equity interests in certain sponsored funds and co-investments held by subsidiaries of DBRG, as collateral.

The following table summarizes certain key terms of the securitized financing facility:

The Series 2026-1 Notes are secured by net investment management fees earned by subsidiaries of the Company, as well as equity interests in certain portfolio companies and limited partnership interests in certain funds managed by affiliates of the Company, as collateral.

The following table summarizes certain key terms of the Series 2026-1 Notes:

($ in thousands) Outstanding Principal Interest Rate

(Per Annum) (1)

Anticipated Repayment Date ("ARD") (2)

Years Remaining to ARD (2)

Class A-2 Notes

$ 300,000 3.93 % September 2026 0.5

$ 300,000 6.326 % June 2031 4.9

Variable Funding Notes

— Adjusted 1-month Term SOFR + 3 %

September 2026 NA

(1) Adjusted 1-month Term Secured Overnight Financing Rate ("SOFR") is the equivalent of 1-month Term SOFR plus 0.11448 %.

— 1-month Term SOFR + 2.6 %

(1) Unused capacity under the VFN facility is subject to a commitment fee of 0.5 % per annum.

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

The ARD of the VFN reflects its final one year extension exercised in July 2025.

The Series 2021-1 Notes may be optionally prepaid, in whole or in part, prior to their anticipated repayment dates.

There is no prepayment penalty on the VFN.

However, prepayment of the Class A-2 Notes will be subject to additional consideration based upon the difference between the present value of future payments of principal and interest and the outstanding principal of such Class A-2 Note that is being prepaid;

or 1 % of the outstanding principal of such Class A-2 Note that is being prepaid in connection with a disposition of collateral.

(2) The final maturity date of the Class A-2 Notes is in March 2056.

The ARD of the VFN reflects two one -year extensions exercisable at the option of the Co-Issuers.

If the Series 2026-1 Notes are not repaid or refinanced prior to their ARD, or such date is not extended for the VFN, the Series 2026-1 Notes will begin to amortize quarterly, and additional interest will accrue on outstanding balances at per annum rates of 5 % for the VFN and a minimum of 5 % or greater as prescribed in the Indenture for the Class A-2 Notes.

The Series 2026-1 Notes may be optionally prepaid, in whole or in part, prior to their ARD.

There is no prepayment penalty, except that prepayment of the Class A-2 Notes prior to their quarterly payment date in June 2029 will be subject to additional consideration as set out in the Indenture.

The Indenture of the Series 2026-1 Notes contains various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined.

6 unchanged sentences

Shares issued upon redemption of OP units — 4,363 —

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

Equity awards issued, net of forfeitures — 2,730 —

Shares canceled for tax withholding on vested equity awards — ( 558 ) —

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

Shares outstanding at June 30, 2025 32,876 180,887 —

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

2 unchanged sentences

Shares canceled for tax withholding on vested equity awards — ( 829 ) —

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

Shares outstanding at June 30, 2026 32,876 186,671 —

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 March 31, 2026:

The table below summarizes the preferred stock issued and outstanding at June 30, 2026:

Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding

30 unchanged sentences

Other comprehensive income (loss) before reclassifications 6,220

AOCI at March 31, 2025 $ 2,597

AOCI at June 30, 2025 $ 6,725

AOCI at December 31, 2025 $ 5,616

Other comprehensive income (loss) ( 1,167 )

AOCI at March 31, 2026 $ 4,532

AOCI at June 30, 2026 $ 4,449

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

3 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

9 unchanged sentences

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 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.

Redemption of OP units —The Company redeemed OP units totaling 2,784,947 in the first two quarters 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

8 unchanged sentences

(In thousands) Level 1 Level 2 Level 3 Total

March 31, 2026

June 30, 2026

Investments (Note 3)

22 unchanged sentences

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.

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

Fair value of zero at June 30, 2026.

Equity Investments of Consolidated Funds

2 unchanged sentences

and Europe, primarily in the digital infrastructure, real estate, technology, media and telecommunications sectors, valued based upon listed prices in active markets, classified as Level 1.

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

The venture investment, classified as level 3, was valued at June 30, 2026 and December 31, 2025 using a recent transacted price.

Fair Value Option

1 unchanged sentence

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 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.

1 unchanged sentence

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 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.

The contingent consideration was measured at June 30, 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

5 unchanged sentences

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

Contributions — 17,333 —

Unrealized gain (loss) in earnings, net 3,491 127 3,800

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 June 30, 2025 $ 140,645 $ 80,614 $ ( 2,300 )

Net unrealized gain (loss) in earnings on instruments held at June 30, 2025 $ 3,491 $ 127 $ 3,800

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

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

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

Fair value at June 30, 2026 $ 144,336 $ 121,239 $ ( 1,300 )

Net unrealized gain (loss) in earnings on instruments held at June 30, 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.

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

There were no assets or liabilities measured at fair value on a nonrecurring basis at June 30, 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 $ 297.2 million at March 31, 2026 and $ 294.8 million at December 31, 2025, estimated based upon indicative quotes.

The Company's debt obligation in the form of secured fund fee revenue notes had fair values of approximately $ 300.0 million at June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) 2026 2025 2026 2025

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

955 34 920 76

Weighted average number of common shares outstanding—diluted 182,086 173,093 181,157 172,449

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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 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.

(i) performance stock units (Note 12) of 136,470 and 34,000 for the three months ended June 30, 2026 and 2025, respectively, and 117,278 and 36,200 for the six months ended June 30, 2026 and 2025, respectively;

and (ii) equity-classified DBRG stock warrants that were in-the-money of 818,048 for the three months ended June 30, 2026 ( none for the three months ended June 30, 2025), and 803,166 and 39,400 for the six months ended June 30, 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 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.

At June 30, 2026 and 2025, 3,010,113 and 7,560,400 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

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Incentive fees

286 600 1,122 606

1,696 289 2,698 562

Total fee revenue $ 87,837 $ 85,262 $ 175,146 $ 175,401

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A portion of incentive fees earned by the Company is allocable to certain employees and former employees, included in carried interest and incentive fee compensation expense.

Other Fee Revenue —Other fees include advisory fees and loan origination fees from co-investors, which are non-recurring, and service fees for information technology, facilities and operational support provided to certain portfolio companies.

Revenue Concentration

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

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

Other Fee Revenue —Other fees include advisory fees and investment origination fees from co-investors, which are non-recurring, and to a lesser extent, service fees for information technology, facilities and operational support provided to certain portfolio companies.

Equity-Based Compensation

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.

The Company's 2024 Omnibus Stock Incentive Plan, as amended on May 28, 2026 (the "2024 Equity Incentive Plan"), provides for the grant of restricted stock, performance stock units ("PSUs"), Long Term Incentive Plan ("LTIP") units, restricted stock units ("RSUs"), deferred stock units ("DSUs"), options, warrants or rights to purchase shares of the Company's common stock, cash incentives and other equity-based awards to the Company's officers, directors (including non-employee directors), employees, co-employees, consultants or advisors of the Company or of any parent or subsidiary who provides services to the Company, but excluding employees of portfolio companies.

Shares reserved for the issuance of awards under the 2024 Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events.

The number of shares of class A common stock reserved and available for issuance under the 2024 Equity Incentive Plan as of its adoption in April 2024 is 5.5 million shares.

The 2024 Equity Incentive Plan provides for the issuance of up to 11.5 million shares of class A common stock.

Restricted Stock — Restricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, subject to a service condition or a combination of both a service and performance condition, generally with annual time-based vesting in equal tranches over a three-year period, or for certain awards, a two-year cliff vesting.

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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.

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.

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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.

Equity-based compensation cost in continuing operations is presented on the consolidated statement of operations, as follows.

Three Months Ended March 31,

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 is presented on the consolidated statement of operations, as follows.

Three Months Ended June 30, Six Months Ended June 30,

(In thousands)

2026 2025 2026 2025

Compensation expense $ 7,792 $ 10,725 $ 15,189 $ 18,345

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Forfeited ( 27,692 ) — — — ( 397,262 ) ( 424,954 ) 11.63 11.23

Unvested shares and units at March 31, 2026

Unvested shares and units at June 30, 2026

4,128,928 125,000 33,570 403,968 534,222 5,225,688 9.57 12.89

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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.

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $ 3.9 million and $ 1.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 32.2 million and $ 17.0 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026, aggregate unrecognized compensation cost for all unvested equity awards was $ 44.0 million, which is expected to be recognized over a weighted average period of 2.2 years.

Variable Interest Entities

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

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

and/or (iii) is established with non-substantive voting rights.

The following discusses the Company's involvement with VIEs where the Company is the primary beneficiary and consolidates the VIEs or where the Company is not the primary beneficiary and does not consolidate the VIEs.

Operating Subsidiary

The Company's operating subsidiary, OP, is a limited liability company that has governing provisions that are the functional equivalent of a limited partnership.

The Company holds the majority of membership interest in OP, acts as the managing member of OP and exercises full responsibility, discretion and control over the day-to-day management of OP.

The noncontrolling interests in OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of noncontrolling interest members (including by such a member unilaterally).

The absence of such rights, which represent voting rights in a limited partnership equivalent structure, would render OP to be a VIE.

The Company, as managing member, has the power to direct the core activities of OP that most significantly affect OP's performance, and through its majority interest in OP, has both the right to receive benefits from and the obligation to absorb losses of OP.

Accordingly, the Company is the primary beneficiary of OP and consolidates OP.

As the Company conducts its business and holds its assets and liabilities through OP, the total assets and liabilities, earnings (losses), and cash flows of OP represent substantially all of the total consolidated assets and liabilities, earnings (losses), and cash flows of the Company.

Company-Sponsored Funds

The Company sponsors funds and other investment vehicles as general partner for the purpose of providing investment management services in exchange for management fees and carried interest.

These funds are established as limited partnerships or equivalent structures.

Limited partners of the funds do not have either substantive liquidation rights,

or substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of limited partners or by a single limited partner.

Accordingly, the absence of such rights, which represent voting rights in a limited partnership, results in the funds being considered VIEs.

The nature of the Company's involvement with its sponsored funds comprise fee arrangements and equity interests in its capacity as general partner and general partner affiliate.

The fee arrangements are commensurate with the level of management services provided by the Company, and contain terms and conditions that are customary to similar at-market fee arrangements.

Consolidated Company-Sponsored Funds —The Company currently consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner.

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

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

The Company’s exposure is limited to its capital account balance in the consolidated funds of $ 106.3 million at June 30, 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.

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

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

(In thousands) June 30, 2026 December 31, 2025

Cash and cash equivalents $ 88,033 $ 87,119

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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;

(i) the amounts funded, net of return of capital, for investments in unconsolidated funds plus any carried interest clawback obligations (Note 3) totaling $ 799.1 million at June 30, 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).

At June 30, 2026, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 228.1 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.

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

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

(In thousands) June 30, 2026 December 31, 2025

Due from Affiliates

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32,660 24,980

Other affiliates 1,135 1,132

Employees and other affiliates 1,439 1,132

$ 34,099 $ 26,112

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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 $ 1.3 million and $ 2.4 million for the three months ended March 31, 2026 and 2025, 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 $ 3.1 million and $ 2.6 million for the three months ended June 30, 2026 and 2025, respectively, and $ 4.4 million and $ 4.9 million for the six months ended June 30, 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.

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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 $ 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 that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $ 6.4 million at June 30, 2026 and $ 18.0 million at December 31, 2025.

Net carried interest reversal was recorded as net loss attributable to noncontrolling interests totaling $ 3.4 million and $ 26.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 11.6 million and $ 40.8 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 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.

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These investments are not subject to management fees or carried interest, but otherwise bear their proportionate share of other operating expenses of the investment vehicles.

Such investments, to the extent they pertain to consolidated investment vehicles and general partner entities, are presented on the consolidated balance sheet within redeemable noncontrolling interests and noncontrolling interests in investment entities and totaled $ 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.

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.

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 $ 60.1 million at June 30, 2026 and $ 62.0 million at December 31, 2025.

Their proportionate share of net income from these investments totaled $ 2.2 million and $ 1.5 million for the three months ended June 30, 2026 and 2025, respectively, and $ 2.5 million and $ 1.3 million for the six months ended June 30, 2026 and 2025, respectively.

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

Private Aircraft— P ursuant to Mr.

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Ganzi for a proportional share of the fixed cash costs of any aircraft partially or fully owned by Mr.

The fixed cost reimbursements will be made based on an allocable portion of annual fixed cash operating costs of the aircraft, based on the total number of hours the aircraft is used for Company business and personal hours claimed (up to 100 hours annually) divided by the total hours flown.

The fixed cost reimbursements will be made based on an allocable portion of

annual fixed cash operating costs of the aircraft, based on the total number of hours the aircraft is used for Company business and personal hours claimed (up to 100 hours annually) divided by the total hours flown.

E xpenses incurred on behalf of Mr.

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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 $ 1.6 million and $ 1.7 million for the three months ended March 31, 2026 and 2025.

Ganzi and third party chartered flights) to taled $ 1.9 million and $ 1.0 million for the three months ended June 30, 2026 and 2025 , respectively , and $ 3.4 million and $ 2.7 million for the six months ended June 30, 2026 and 2025, respectively .

Segment Reporting

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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

Fee revenue $ 87,837 $ 85,262 $ 175,146 $ 175,401

Carried interest allocation ( 44,729 ) ( 55,464 )

Carried interest allocation (reversal) 286,018 ( 115,074 ) 241,289 ( 170,538 )

Principal investment income 127,838 20,437 152,424 25,744

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Compensation expense—cash and equity-based 50,464 47,002 99,614 93,112

Compensation expense—incentive fee and carried interest allocation ( 23,140 ) ( 22,304 )

Compensation expense—incentive fee and carried interest allocation (reversal) 185,455 ( 43,372 ) 162,315 ( 65,676 )

Administrative and other expenses 21,784 11,440 41,521 27,386

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands)

2026 2025 2026 2025

Total revenues by geography:

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11,968 10,444 22,322 20,428

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

Other 1,298 21 2,057 36

$ 505,568 $ ( 5,797 ) $ 576,519 $ 37,292

(In thousands) June 30, 2026 December 31, 2025

Long-lived assets by geography:

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dollar denominated.

(2) Total revenues excludes cost reimbursement income from affiliates (Note 14) that is included within other income, and income from discontinued operations.

(3) Long-lived assets include lease right-of-use assets and fixed assets, and exclude financial instruments, goodwill, intangible assets and assets of discontinued operations.

(2) Total revenues excludes cost reimbursement income from affiliates (Note 14) that is included within other income.

(3) Long-lived assets include lease right-of-use assets and fixed assets, and exclude financial instruments, goodwill and intangible assets.

Commitments and Contingencies

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

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.

Other than as described below, as of June 30, 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.

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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.

The Company has accrued a contingent loss of $ 7.7 million in discontinued operations in 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.

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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;

• uncertainties as to the timing of the merger contemplated by the Agreement and Plan of Merger (the "SoftBank Merger Agreement"), dated as of December 29, 2025, by and among DBRG, the OP, and indirect subsidiaries of SoftBank Group Corp.

9984, "SoftBank") (the "SoftBank Merger") and the timing of the transactions contemplated by the Agreement and Plan of Merger (the “ArcLight Agreement”), dated as of May 23, 2026, by and among DBRG, the OP, DB Marley Sub, LLC, ArcLight Capital Holdings, LLC (“ArcLight”), ACHP II, L.P., and Daniel R.

Revers (the “ArcLight Acquisition”);

• the risk that the SoftBank Merger and/or the ArcLight Acquisition 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 SoftBank Merger and/or the ArcLight Acquisition;

• the possibility that any or all of the various conditions to the consummation of the SoftBank Merger and/or the ArcLight Acquisition 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 SoftBank Merger Agreement and/or the ArcLight 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 SoftBank Merger Agreement and/or the ArcLight 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;

• costs relating to the SoftBank Merger and/or the ArcLight Acquisition (including in respect of the financing of the ArcLight Acquisition) may be greater than expected;

• risks related to diverting management’s attention from the Company’s ongoing business operations as a result of the SoftBank Merger and/or the ArcLight Acquisition;

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

• risks that the benefits of the SoftBank Merger and/or the ArcLight Acquisition are not realized when and as expected;

• the risk that the Company’s, SoftBank’s and/or ArcLight's businesses will be adversely impacted during the pendency of the respective acquisitions;

• our ability to obtain the secured bridge loan contemplated in connection with the ArcLight Acquisition on favorable terms or at all, and our ability to refinance outstanding amounts drawn from the bridge loan facility;

• 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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• 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 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;

• 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 SoftBank Merger Agreement, ArcLight Agreement or the outcome of any other legal proceedings that may be instituted against the Company, SoftBank, ArcLight and/or others relating to the SoftBank Merger and/or ArcLight Acquisition 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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Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time.

We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A.

"Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in Part I, Item 2.

We caution investors not to place undue reliance on these forward-looking

statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A.

"Risk Factors" and in Part II, Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in Part II, item 1A.

"Risk Factors" and Part I, Item 2.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

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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