DigitalBridge Group, Inc. 8-K

What Happened

• DigitalBridge Group, Inc. (DBRG) announced on December 29, 2025 that it entered into a definitive Agreement and Plan of Merger to be acquired by Duncan Holdco LLC (Parent) through a series of subsidiary mergers. The Company’s independent committee and Board unanimously approved the transaction and will recommend that stockholders vote to approve the Company Merger. Under the agreement, each outstanding share of Company common stock (and each Company OP common unit unless separately agreed) will convert into the right to receive $16.00 in cash, subject to applicable withholdings. An affiliate of SoftBank Group Corp. has provided an equity commitment to finance part of the transaction.

Key Details

• Purchase price: $16.00 cash per share for Company common stock (and $16.00 per Company OP common unit unless otherwise agreed).
• Signing date: December 29, 2025. Outside Date (deadline to close): March 29, 2027 (can be extended up to 90 days for certain regulatory delays).
• Board action: Unanimous approval and recommendation that stockholders vote in favor of the merger.
• Financing & participants: Equity commitment from a SoftBank affiliate to support Parent’s funding obligations.
• Closing conditions include stockholder approval, expiration/termination of HSR waiting period, and multiple regulatory approvals (examples: CFIUS, FERC, FCC, Monetary Authority of Singapore, UK FCA, EU Foreign Subsidies Regulation).
• Deal protections and fees: customary no‑shop with ability to consider superior proposals subject to Parent match rights; termination fees of $96,000,000 (payable by the Company in certain circumstances) and $154,000,000 (payable by Parent in certain circumstances).

Why It Matters

• This is a definitive, cash‑out deal at $16.00 per share that would take DigitalBridge private if completed, so it directly affects public shareholders’ ability to retain equity in a public company. The Board’s unanimous recommendation increases likelihood the transaction will proceed, but closing depends on stockholder approval and several significant regulatory and client/fund consents. The SoftBank equity commitment signals financing support, but regulatory reviews (including CFIUS and other international regulators) and client consents (including fund/fee‑paying client approvals) are material conditions that could delay, change, or prevent closing. Investors should review the forthcoming proxy statement and related SEC filings for full details and timing.