What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-04-28 · 129 added, 98 removed, 364 unchanged (38% of the section changed)

6 unchanged sentences

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

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

At June 30, 2026, we had $40.2 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.

At June 30, 2026, we had 303 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 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.

As sole managing member, we own 98% of the Operating Company at June 30, 2026.

SoftBank's Proposed Acquisition of DBRG

On December 29, 2025, DBRG, the Operating Company and indirect subsidiaries of SoftBank entered into the SoftBank 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.

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.

The SoftBank Merger Agreement contains customary termination rights for both parties, including, among others, the right of either party to terminate the SoftBank Merger Agreement if the SoftBank 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 SoftBank 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 SoftBank Merger Agreement in connection with such termination.

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

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

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

Risks and uncertainties associated with the SoftBank Merger are discussed in Part II, Item 1A, “Risk Factors—Risks Related to the SoftBank Merger and the ArcLight Acquisition” in this quarterly report on Form 10-Q.

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

Additional information related to the SoftBank Merger Agreement is included in our Current Report on Form 8-K filed on December 30, 2025 and our Current Report on Form 8-K filed on April 23, 2026.

DBRG's Proposed Acquisition of ArcLight

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

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.

In connection therewith, the Company has obtained a commitment for a secured bridge loan facility of up to $500 million.

The Company expects that any amounts drawn therefrom will be refinanced through issuance of additional senior notes under its securitization facility.

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.

The ArcLight Acquisition is subject to customary termination rights, including, among others, (a) the right of either party to terminate (i) if the ArcLight Acquisition is not consummated on or before the later of March 31, 2027 and six months after consummation of the SoftBank Merger (subject to extension in certain circumstances) or (ii) if the SoftBank Merger is validly terminated in accordance with its terms;

and (b) the right of ArcLight to terminate (i) if the SoftBank Merger is not consummated on or before March 31, 2027 or (ii) if the ArcLight Acquisition is not consummated on or before March 31, 2027 (subject to extension in certain circumstances, and at such time all other conditions to closing are satisfied or capable of being satisfied, including consummation of the SoftBank Merger, except for receipt of certain regulatory approvals related to the ArcLight Acquisition).

With respect to a termination under certain limited circumstances, the Company may be subject to a termination fee of $30 million.

There can be no assurance that the ArcLight Acquisition will be consummated.

Risks and uncertainties associated with the ArcLight Acquisition are discussed in Part II, Item 1A, “Risk Factors—Risks Related to the SoftBank Merger and the ArcLight Acquisition” in this quarterly report on Form 10-Q.

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

Additional information related to the ArcLight Acquisition is included in our Current Report on Form 8-K filed on May 27, 2026.

Our Investment Management Platform

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Presented below is total FEEUM by product:

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

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

Fee Earning Equity Under Management

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The following table summarizes changes in FEEUM:

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

(In billions)

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Market activity (3)

Balance at March 31

Balance at June 30

(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.

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Fund Performance Metrics

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.

Certain performance metrics for our key investment funds from inception through June 30, 2026 are presented in the table below.

Excluded are funds with less than one year of performance history as of June 30, 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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Credit I Dec-2022 697 748 498 274 615 889 1.2x 1.1x 11.9% 8.5%

Credit II Aug-2024 711 491 409 332 223 555 1.1x 1.1x 16.6% 11.6%

(1) Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles.

(2) Inception date represents first close date of the fund, except for Credit I which is the first capital call date.

(2) Inception date represents first close date of the fund, except for Credit funds which is the first capital call date.

The manager/general partner of the InfraBridge funds were acquired in February 2023.

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Results of Operations

Three Months Ended March 31,

(In thousands) 2026 2025 Change

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

(In thousands) 2026 2025 Change 2026 2025 Change

Fee revenue $ 87,837 $ 85,262 $ 2,575 $ 175,146 $ 175,401 $ (255)

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Net income (loss) attributable to common stockholders $ 212,680 $ 16,962 195,718 $ 217,985 $ 16,084 201,901

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.

Total revenues were $508.7 million and $580.9 million in the three and six months ended June 30, 2026, respectively.

In 2025, total revenues were negative $3.2 million in the three months ended June 30, 2025, and positive $42.2 million in the six months ended June 30, 2025.

The changes in total revenues were driven by variability in unrealized carried interest (which could be subject to reversal) 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 March 31,

(In thousands) 2026 2025 Change

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

(In thousands) 2026 2025 Change 2026 2025 Change

Management fees

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Incentive fees

286 600 (314) 1,122 606 516

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 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.

Fee revenue was $2.6 million or 3% higher at $87.8 million in the quarter-to-date comparison, but largely consistent at $175.1 million in the year-to-date comparison.

The higher fees in the second quarter of 2026 can be attributed mainly to deal transaction fees.

While capital raises and deployments since July 2025 contributed additional fees, this was partially offset by the absence of catch-up fees in 2026 from our third flagship fund (which had its final closing in October 2025) and the effect of investment realizations.

Carried Interest

Three Months Ended March 31,

(In thousands) 2026 2025 Change

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

(In thousands) 2026 2025 Change 2026 2025 Change

Carried interest

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Unrealized carried interest is subject to adjustments each period, including reversals, based upon the extent to which cumulative performance of the funds, which are driven by underlying investments that are measured at fair value, exceed their minimum return hurdles.

See Note 3 to the consolidated financial statements.

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.

When investment fair values fall below fund 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 may be further exacerbated given the early lifecycle of our funds.

This is described further in Note 3 to the consolidated financial statements.

Distributed carried interest was $9.4 million in the second quarter of 2026 (of which our share net of management allocation was $3.8 million) and $2.5 million in the first quarter of 2025 (of which our share net of management allocation was $0.9 million), with the higher amount in 2026 contributed by our credit fund.

Unrealized carried interest saw a large positive swing in 2026 driven by fair value increases in data center investments held primarily by our co-investment vehicles.

Unrealized carried interest in the 2026 year-to-date period also included an incremental obligation to clawback carried interest of $7.7 million assuming a hypothetical liquidation of a carry paying fund.

Principal Investment Income

Three Months Ended March 31,

(In thousands) 2026 2025 Change

Principal investment income (loss)

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

(In thousands) 2026 2025 Change 2026 2025 Change

Principal investment income (loss), net

Realized $ 6,328 $ (33,819) $ 40,147 $ 9,792 $ 1,219 $ 8,573

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Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles.

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 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.

Income (loss) on principal investments is realized generally when all or a portion of an investment is disposed, redeemed or repaid or if the Company no longer retains control, or when the Company receives income such as dividends, interest or other distributions of earnings.

Realized principal investment loss in the second quarter of 2025 was driven by a $40.3 million loss from a portfolio company in an InfraBridge fund that pertained to invested capital funded in prior years.

In the 2025 year-to-date period, this loss was more than offset by realized income from other investments, primarily $34.0 million of income distribution in connection with a secondary sale of equity by our DataBank portfolio company.

In 2026, the large unrealized principal investment income can be attributed to fair value increases in data center investments in the second quarter, held primarily by our co-investment vehicles.

Other income saw marginal increases of $0.8 million to $7.0 million in the quarter-to-date comparison and $0.4 million to $12.1 million in the year-to-date comparison.

The increases resulted from higher interest income from corporate cash and from consolidated liquid funds in both periods under comparison, while cost reimbursements from managed investment vehicles were higher in the quarter-to-date comparison ($0.5 million) but lower in the year-to-date comparison ($0.6 million).

Total expenses were $274.9 million and $32.4 million in the three months ended June 30, 2026 and 2025 , respectively , and $343.7 million and $87.7 million in the six months ended June 30, 2026 and 2025, respectively.

The significant increase in both periods is driven by higher unrealized carried interest compensation, which is a function of changes in unrealized fair value of underlying fund investments.

Changes in the various expense items are discussed below.

Compensation Expense

Three Months Ended March 31,

(In thousands) 2026 2025 Change

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

(In thousands) 2026 2025 Change 2026 2025 Change

Cash and equity-based compensation

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$ 185,455 $ (43,372) 228,827 $ 162,315 $ (65,676) 227,991

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.

The increase in cash compensation for both periods under comparison is driven by higher accruals of performance based incentive compensation, as well as severance and retention costs.

Additionally, cash compensation and incentive fee compensation increased in the year-to-date comparison due to an incentive arrangement tied to income earned in prior periods.

Equity-based compensation was lower in both periods under comparison, driven by timing of annual equity award grants which occurred in June this year compared to March in prior years and a reduction in accelerated vesting.

Carried interest compensation in all periods were consistent with carried interest allocation (reversal) recognized in the corresponding period, as discussed in the revenue section above.

Administrative and Other Expenses

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).

Administrative and other expenses were $10.3 million higher at $21.8 million in the quarter-to-date comparison and $14.1 million higher at $41.5 million in the year-to-date comparison.

In 2025, expenses were netted down by insurance recoveries related to litigation costs incurred in prior years ($7.6 million quarter-to-date and $18.8 million year-to-date), and also included estimated loss related to an employment arbitration (net reduction of $3.1 million quarter-to-date and

net accrual of $2.2 million year-to-date).

Excluding these discrete items in 2025, expenses were largely consistent in both periods under comparison.

Interest Expense

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.

Interest expense was $5.5 million and $9.0 million in the three and six months ended June 30, 2026 , an increase of $0.9 million and $0.6 million, respectively, due to higher interest rate on our replacement senior notes issued in May 2026.

Transaction-Related Costs

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

Transaction-related costs were $6.2 million and $20.4 million in the three and six months ended June 30, 2026, an increase of $2.0 million and $11.7 million, respectively, reflecting costs incurred related to the Company's two pending acquisition transactions, separately as acquiree and acquirer.

Depreciation and Amortization

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

Depreciation and amortization expense was $5.5 million and $10.8 million in the three and six months ended June 30, 2026, a decrease of $3.1 million and $5.0 million, respectively, attributed to (i) management contract intangibles that have a declining amortization rate over time, and (ii) accelerated depreciation of fixed assets disposed in connection with the assignment of an office lease in the second quarter of 2025.

Other Gain (Loss), Net

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.

Other gain, net was $4.5 million and $8.5 million in the three and six months ended June 30, 2026, respectively, and $9.1 million and $8.5 million in the three and six months ended June 30, 2025, respectively, reflecting predominantly unrealized fair value changes in financial assets and financial liabilities, related largely to our consolidated funds.

Income Tax Benefit (Expense)

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

Income tax expense was immaterial in all periods under comparison.

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.

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Income (Loss) from Discontinued Operations

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.

Discontinued operations had net loss of $0.4 million and $5.9 million in the three and six months ended June 30, 2026, respectively, and net gain of $1.6 million and net loss of $2.5 million in the three and six months ended June 30, 2025.

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

Non-GAAP Supplemental Financial Measures

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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.

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.

Income taxes applied in the determination of DE generally represents GAAP income tax related to continued operations, and includes the benefit of deductions available to the Company on certain expense items excluded from DE (for example, equity-based compensation).

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

Three Months Ended March 31,

Three Months Ended June 30,

(In thousands) 2026 2025 Change

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26,620 31,975 (5,355)

Realized carried interest and incentive fees, net 3,773 — 3,773

Realized principal investment income (loss) 4,803 (33,957) 38,760

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

Interest expense and preferred dividends (19,284) (18,093) (1,191)

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Fee-Related Earnings

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.

FRE was $26.6 million for the second quarter of 2026, compared to $32.0 million for the second quarter of 2025, a decrease of $5.4 million.

The decrease was driven by an $8.0 million increase in operating costs, principally compensation expense, partially offset by a $2.7 million increase in fee revenue largely attributable to investment origination fees earned in 2026.

While 2026 had higher recurring fees from capital raises and deployments that occurred since the third quarter of 2025, this was partially offset by the absence of catch-up fees in 2026 and the effect of investment realizations over time.

Distributable Earnings

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.

DE was $17.8 million for the second quarter of 2026, compared to negative $18.6 million for the second quarter of 2025.

The 2025 result reflected a $40.3 million realized principal investment loss from an InfraBridge fund portfolio company, relating to capital funded in prior periods.

Excluding that loss, DE for the second quarter of 2025 would have been $21.7 million, and the year-over-year decrease would have been $3.9 million.

This decrease was driven by the $5.4 million decline in FRE and lower realized principal investment income, partially offset by $3.8 million of net realized carried interest from our credit fund in 2026.

Distributable Earnings and Fee-Related Earnings Reconciliation

Three Months Ended March 31,

Three Months Ended June 30,

(In thousands) 2026 2025

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

5,194 (4,982)

Other (gain) loss, net (2)

(4,494) (8,287)

Unrealized principal investment income (3)

1 unchanged sentence

Unrealized carried interest, net of associated expense (allocation) reversal (4)

(92,054) 11,649

Equity-based compensation 7,940 10,873

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17,762 (18,618)

Realized carried interest and incentive fees, net (3,773) —

Realized principal investment (income) loss (4,803) 33,957

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

Interest expense and preferred dividends 19,284 18,093

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• proceeds from public or private equity and debt offerings.

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

At June 30, 2026, we had $294 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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Common Stock —The payment of common stock dividends and determination of the amount thereof is at the discretion of our Board of Directors.

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

In August 2026, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid on October 15, 2026 to common stockholders of record at the close of business on September 30, 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.

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

This represents a new issuance in May 2026 of Series 2026-1 securitization notes;

the proceeds of which were used to repay the previous Series 2021-1 securitization notes.

($ in thousands) Outstanding Principal Interest Rate

1 unchanged sentence

Class A-2 Notes

$ 300,000 3.93 % September 2026 0.5

$ 300,000 6.326 % June 2031 4.9

Investment Commitments

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

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).

As of June 30, 2026, we had unfunded equity commitments to our sponsored funds totaling $228 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.

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

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.

At June 30, 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 June 30, 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.

The Company's share of the clawback obligation would be $3.7 million as of June 30, 2026.

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

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Lease Obligations

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.

At June 30, 2026, we have operating lease obligations of $27.9 million for in-place leases on corporate offices.

A portion of our existing space is sub-leased over the remaining term of the respective leases with fixed sub-lease payments totaling $7.6 million expected to be received over the remaining life of the sub-lease contracts.

We also have commitments on three office leases commencing in July and September 2026, with fixed lease payments totaling $57.9 million over their respective lease terms between 2.2 and 10.8 years.

We intend to sub-lease a portion of our committed space in the future, which will partially reduce our future net cash outlay.

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

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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.

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.

In connection with the ArcLight Acquisition, the Company has obtained a commitment for a secured bridge loan facility of up to $500 million.

The Company expects that any amounts drawn therefrom will be refinanced through issuance of additional senior notes under its securitization facility.

Generally, 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.

Cash From Operations

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

Three Months Ended March 31,

Six Months Ended June 30,

(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 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.

Our operating activities generated net cash inflows of $47.2 million in 2026 and $127.3 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 $18.8 million of 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, 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.

Our investing activities generated net cash inflows of $139.6 million in 2026 and outflows of $68.5 million in 2025.

• In 2026, net cash inflows included $80.0 million of proceeds received in January 2026 from syndication of our interests in sponsored funds in December 2025, $56.4 million of capital distributions received net of fundings, related to our general partner and general partner affiliate commitments in our sponsored funds, and $1.3 million of net outflows from investing activities of our consolidated liquid funds that hold marketable equity securities.

• In 2025, net cash outflows resulted from $73.6 million of fundings, net of distributions, related to our general partner and general partner affiliate commitments in our sponsored funds, and $32.6 million of investments warehoused for potential new products.

This was partially offset by return of capital of $24.8 million from the secondary sale of equity in our DataBank portfolio company and $12.1 million from disposition and recapitalization of investments in our InfraBridge fund.

Financing Activities

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 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.

We incur cash outlays primarily for dividends to our preferred and common stockholders.

Other financing activities relate to investment activities of limited partners in consolidated funds and third party interests (including employees) in the general partner entities of our sponsored funds.

Financing activities generated net cash outflows of $66.4 million in 2026 and $25.1 million in 2025.

Dividend payments for two quarters on our common and preferred stock approximate $33.0 million each year.

• In 2026, our corporate debt was refinanced through issuance of $300.0 million of new senior notes that repaid a prior series of maturing notes in the same principal amount, with a net cash outlay for debt offering cost of $8.5 million.

• In 2025, cash outflows were partially offset by a follow-on investment of $14.2 million contributed by limited partners of a consolidated single asset fund.

Guarantees and Off-Balance Sheet Arrangements

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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 2. Management’s Discussion and Analysis