Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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Item 6. Exhibits.
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of December 29, 2025, by and among DigitalBridge Group, Inc., Duncan Holdco LLC, Duncan Sub I Inc., Duncan Sub II LLC, and DigitalBridge Operating Company, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 30, 2025)
2.2 Agreement and Plan of Merger, dated as of May 23, 2026, by and among DigitalBridge Group, Inc., DigitalBridge Operating Company, LLC, DB Marley Sub, LLC, ArcLight Capital Holdings, LLC, ACHP II, LP, and the Seller Representative (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 27, 2026)
3.1 Restated Charter of DigitalBridge Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
3.2 Amended and Restated Bylaws of DigitalBridge Group, Inc., effective August 1, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
3.3 Articles Supplementary designating 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed on June 5, 2017)
3.4 Articles Supplementary designating 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form 8-A filed on September 22, 2017)
4.1 Second Amendment to Base Indenture, dated as of May 11, 2026, by and among DigitalBridge Issuer, LLC, DigitalBridge Co-Issuer, LLC, together as Co-Issuers, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Indenture Trustee (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 15, 2026)
4.2 Series 2026-1 Supplement to Base Indenture, dated as of May 11, 2026, by and between DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers of the Series 2026-1 secured fund fee revenue notes, Class A-2, and Series 2026-1 variable funding senior notes, Class A-1, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Trustee (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 15, 2026)
10.1 Class A-1 Note Purchase Agreement, dated as of May 11, 2026, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, each of DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC, DigitalBridge Investment Holdco, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Barclays Bank PLC, as L/C Provider and Administrative Agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 15, 2026)
10.2 First Amendment to DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 15, 2026)
31.1* Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Thomas Mayrhofer, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Thomas Mayrhofer, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
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101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
104** Cover Page Interactive Data File
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 4, 2026
DigitalBridge Group, Inc.
By: /s/ Marc C. Ganzi
Marc C. Ganzi
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Thomas Mayrhofer
Thomas Mayrhofer
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Tracey Teh
Tracey Teh
Chief Accounting Officer
(Principal Accounting Officer)
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.