DigitalBridge Group Completes Merger; Equity Awards Cashed Out

What Happened
DigitalBridge Group, Inc. (DBRG) filed an 8‑K on 2026-09-30 reporting the completion of the mergers described in the Merger Agreement (dated Dec 29, 2025; filed Dec 30, 2025). As a result of the Mergers, a range of outstanding equity awards were converted or cashed out, the company reported related changes in control and governance (amended charter, bylaws and LLC agreement were filed), and the filing included notice of delisting or failure to satisfy a continued listing standard. The report incorporates details in the Introductory Note and prior filings.

Key Details

• Outstanding restricted stock awards, time‑based RSUs and performance PSUs that were unvested immediately prior to the Company Merger Effective Time became vested, were cancelled, and converted into a cash payment equal to (Common Stock Consideration × number of shares subject to the award) plus any accumulated dividend equivalents, less withholding. Company PSU conversions used target‑level performance for the calculation.
• Company DSU awards vested and were cancelled in exchange for cash equal to (Common Stock Consideration × number of shares subject to the DSU), without interest. Certain holders expect to re‑invest a portion of after‑tax cash proceeds into Duncan Holdco II after closing.
• Company OP LTIP Unit awards that were unvested became vested as of the business day prior to the LLC Merger Effective Time; vested OP LTIP Units eligible for conversion were converted one‑for‑one into Company OP Common Units and then into the LLC Merger Consideration.
• Exception: Unvested Company PSU Awards and Restricted Stock Awards held by Marc C. Ganzi remained outstanding after the Company Merger Effective Time and continue to be subject to their prior terms and vesting conditions.
• Corporate governance documents filed as exhibits include a Second Amended and Restated Charter, Amended and Restated Bylaws, and a Fourth Amended and Restated LLC Agreement of DigitalBridge Operating Company, LLC.

Why It Matters
For investors, this filing confirms the closing of the planned Mergers and describes how equity compensation was handled: most employee and partner equity positions were cashed out based on the agreed Common Stock Consideration, which converts equity exposure into immediate cash (subject to tax withholding). The filing also signals a change in control and related governance amendments and includes a delisting notice, all of which are material for holders of DigitalBridge securities and anyone tracking the company’s corporate status and equity value.