DigitalBridge Group, Inc. 8-K

What Happened
DigitalBridge Group, Inc. (DBRG) announced that its stockholders approved the merger contemplated by the Agreement and Plan of Merger with Duncan Holdco LLC on April 23, 2026. At the March 23, 2026 record date there were 182,392,592 shares of Class A common stock outstanding; 125,816,044 shares were present or represented by proxy at the special meeting, constituting a quorum. The Merger Proposal passed with 121,177,032 votes for, 3,900,209 votes against and 52,181 abstentions.

Key Details

• Record date shares outstanding: 182,392,592 (March 23, 2026); shares present/represented: 125,816,044.
• Merger vote: For 121,177,032; Against 3,900,209; Abstentions 52,181.
• Advisory (non‑binding) vote on executive compensation tied to the transaction was NOT approved: For 28,779,251; Against 96,013,357; Abstentions 335,291.
• The company issued a press release about the vote (Exhibit 99.1). The adjournment proposal was not put to a vote because the Merger Proposal was approved.

Why It Matters
The shareholder approval clears a major procedural hurdle for the transaction; subject to the Merger Agreement’s remaining conditions (including regulatory approvals and other closing conditions), DigitalBridge will become a wholly owned subsidiary of Parent (Duncan Holdco). Investors should note the advisory vote rejecting certain deal‑related executive compensation—though non‑binding, it signals strong shareholder opposition to those payments. The filing reiterates that closing timing and completion remain subject to customary risks and conditions described in the company’s public filings.