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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37980

DigitalBridge Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

46-4591526

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

750 Park of Commerce Drive, Suite 210

Boca Raton, Florida 33487

(Address of Principal Executive Offices, Including Zip Code)

(561) 570-4644

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, $0.01 par value

DBRG

New York Stock Exchange

Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value

DBRG.PRH

New York Stock Exchange

Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value

DBRG.PRI

New York Stock Exchange

Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value

DBRG.PRJ

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

Table of Contents

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 27, 2025, 182,674,425 shares of the Registrant's class A common stock were outstanding.

Table of Contents

DigitalBridge Group, Inc.

Form 10-Q

Table of Contents


	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income (Loss)	6
	Consolidated Statements of Equity	7
	Consolidated Statements of Cash Flows	11
	Notes to Consolidated Financial Statements:	13
	1. Business and Organization	13
	2. Summary of Significant Accounting Policies	13
	3. Investments	17
	4. Intangible Assets	19
	5. Restricted Cash, Other Assets and Other Liabilities	19
	6. Debt	21
	7. Stockholders' Equity	22
	8. Noncontrolling Interests	23
	9. Fair Value	24
	10. Earnings per Share	28
	11. Fee Revenue	28
	12. Equity-Based Compensation	29
	13. Variable Interest Entities	31
	14. Transactions with Affiliates	33
	15. Segment Reporting	34
	16. Commitments and Contingencies	36

	17. Subsequent Events	36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	54
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	57
SIGNATURES		58

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

DigitalBridge Group, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)


	September 30, 2025 (Unaudited)		December 31, 2024
Assets
Cash and cash equivalents	$	358,416	$	302,154
Restricted cash	5,534		4,144
Investments	2,463,476		2,492,268
Goodwill	465,602		465,602
Intangible assets	54,261		72,460
Other assets	47,290		52,504
Due from affiliates	95,950		124,186

Total assets	$	3,490,529	$	3,513,318
Liabilities
Debt	$	327,945	$	296,362
Other liabilities	643,442		725,766


Total liabilities	971,387		1,022,128
Commitments and contingencies (Note 16)
Redeemable noncontrolling interests	27,028		24,356
Equity
Stockholders’ equity:
Preferred stock, $0.01 par value per share; $821,899 liquidation preference; 250,000 shares authorized; 32,876 shares issued and outstanding	794,670		794,670
Common stock, $0.01 par value per share
Class A, 237,250 shares authorized; 182,615 and 174,202 shares issued and outstanding	1,826		1,742
Class B, 250 shares authorized; 0 and 150 shares issued and outstanding	—		2
Additional paid-in capital	8,059,791		7,999,165
Accumulated deficit	(6,810,068)		(6,837,502)
Accumulated other comprehensive income (loss)	5,868		505
Total stockholders’ equity	2,052,087		1,958,582
Noncontrolling interests in investment entities	401,005		430,528
Noncontrolling interests in Operating Company	39,022		77,724
Total equity	2,492,114		2,466,834
Total liabilities, redeemable noncontrolling interests and equity	$	3,490,529	$	3,513,318

The accompanying notes form an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Operations

(In thousands, except per share data

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues
Fee revenue	$	93,300	$	76,582	$	268,701	$	228,142
Carried interest allocation (reversal)	(120,213)		(15,799)		(290,751)		263,967
Principal investment income	25,325		9,955		51,069		28,782
Other income	5,406		5,387		17,039		19,963
Total revenues	3,818		76,125		46,058		540,854
Expenses
Compensation expense—cash and equity-based	49,315		43,426		142,427		146,271
Compensation expense—incentive fee and carried interest allocation (reversal)	(54,000)		(8,474)		(119,676)		163,242
Administrative and other expenses	15,118		27,193		42,504		78,011
Interest expense	4,731		4,129		13,199		12,457
Transaction-related costs	956		1,771		9,585		3,202
Depreciation and amortization	7,130		8,227		22,941		25,491
Total expenses	23,250		76,272		110,980		428,674
Other income (loss)
Other gain (loss), net	6,493		47,927		15,037		50,843
Income (loss) from continuing operations before income taxes	(12,939)		47,780		(49,885)		163,023
Income tax benefit (expense)	221		(887)		(833)		(2,126)
Income (loss) from continuing operations	(12,718)		46,893		(50,718)		160,897
Income (loss) from discontinued operations	(86)		1,439		(2,625)		(13,403)
Net income (loss)	(12,804)		48,332		(53,343)		147,494
Net income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests	1,796		580		2,445		1,471
Investment entities	(46,577)		34,024		(134,244)		68,412
Operating Company	563		(50)		1,638		2,038
Net income (loss) attributable to DigitalBridge Group, Inc.	31,414		13,778		76,818		75,573
Preferred stock dividends	14,661		14,661		43,981		43,981

Net income (loss) attributable to common stockholders	$	16,753	$	(883)	$	32,837	$	31,592
Income (loss) per share—basic
Income (loss) from continuing operations per common share—basic	$	0.09	$	(0.02)	$	0.19	$	0.25
Net income (loss) attributable to common stockholders per common share—basic	$	0.09	$	(0.01)	$	0.18	$	0.18
Income (loss) per share—diluted
Income (Loss) from continuing operations per common share—diluted	$	0.09	$	(0.02)	$	0.19	$	0.25
Net income (loss) attributable to common stockholders per common share—diluted	$	0.09	$	(0.01)	$	0.18	$	0.18
Weighted average number of shares
Basic	178,183		171,542		174,331		167,725
Diluted	178,506		171,542		174,501		171,208
Dividends declared per common share	$	0.01	$	0.01	$	0.03	$	0.03

The accompanying notes form an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss)	$	(12,804)	$	48,332	$	(53,343)	$	147,494



Changes in accumulated other comprehensive income (loss) related to foreign currency translation	(952)		2,736		5,511		2,027

Comprehensive income (loss)	(13,756)		51,068		(47,832)		149,521
Comprehensive income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests	1,796		580		2,445		1,471
Investment entities	(46,577)		34,024		(134,244)		68,412
Operating Company	531		129		2,002		2,166
Comprehensive income (loss) attributable to stockholders	$	30,494	$	16,335	$	81,965	$	77,472

The accompanying notes form an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Equity

(In thousands, except per share data)

(Unaudited)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Noncontrolling Interests in Operating Company		Total Equity


Balance at December 31, 2023	$	794,670	$	1,634	$	7,855,842	$	(6,842,502)	$	1,411	$	1,811,055	$	605,311	$	74,935	$	2,491,301
Net income (loss)	—		—		—		(29,628)		—		(29,628)		1,467		(3,338)		(31,499)
Other comprehensive income (loss)	—		—		—		—		(700)		(700)		—		(54)		(754)
Settlement of Wafra contingent consideration	—		10		17,490		—		—		17,500		—		—		17,500
Reclassification of warrants (Note 9)	—		—		33,000		—		—		33,000		—		—		33,000
Exchange of notes for common stock (Note 6)	—		7		5,934		—		—		5,941		—		—		5,941




Redemption of OP units for class A common stock	—		1		514		—		—		515		—		(515)		—
Equity-based compensation	—		14		8,127		—		—		8,141		—		39		8,180
Shares canceled for tax withholdings on vested equity awards	—		(4)		(8,299)		—		—		(8,303)		—		—		(8,303)


Contributions from noncontrolling interests	—		—		—		—		—		—		8,609		—		8,609
Distributions to noncontrolling interests	—		—		—		—		—		—		(4,695)		(123)		(4,818)
Preferred stock dividends	—		—		—		(14,660)		—		(14,660)		—		—		(14,660)
Common stock dividends declared ($0.01 per share)	—		—		—		(1,662)		—		(1,662)		—		—		(1,662)
Reallocation of equity (Notes 2 and 8)	—		—		(2,743)		—		1		(2,742)		—		2,742		—
Balance at March 31, 2024	$	794,670	$	1,662	$	7,909,865	$	(6,888,452)	$	712	$	1,818,457	$	610,692	$	73,686	$	2,502,835
Net income (loss)	—		—		—		91,423		—		91,423		32,921		5,426		129,770
Other comprehensive income (loss)	—		—		—		—		42		42		—		3		45



Exchange of notes for common stock (Note 6)	—		76		66,700		—		—		66,776		—		—		66,776
Deconsolidation of sponsored funds	—		—		—		—		—		—		(262,970)		—		(262,970)



Equity-based compensation	—		—		14,549		—		—		14,549		—		40		14,589
Shares canceled for tax withholdings on vested equity awards	—		—		(213)		—		—		(213)		—		—		(213)


Contributions from noncontrolling interests	—		—		—		—		—		—		10,700				10,700
Distributions to noncontrolling interests	—		—		—		—		—		—		(2,014)		(123)		(2,137)
Preferred stock dividends	—		—		—		(14,660)		—		(14,660)		—		—		(14,660)
Common stock dividends declared ($0.01 per share)	—		—		—		(1,738)		—		(1,738)		—		—		(1,738)
Reallocation of equity (Notes 2 and 8)	—		—		(2,172)		—		1		(2,171)		—		2,171		—
Balance at June 30, 2024	$	794,670	$	1,738	$	7,988,729	$	(6,813,427)	$	755	$	1,972,465	$	389,329	$	81,203	$	2,442,997

The accompanying notes form an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

(Unaudited)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Noncontrolling Interests in Operating Company		Total Equity


Balance at June 30, 2024	$	794,670	$	1,738	$	7,988,729	$	(6,813,427)	$	755	$	1,972,465	$	389,329	$	81,203	$	2,442,997
Net loss	—		—		—		13,778		—		13,778		34,024		(50)		47,752
Other comprehensive loss	—		—		—		—		2,557		2,557		—		179		2,736




Redemption of OP Units for class A common stock	—		2		1,186		—		—		1,188		—		(1,188)		—
Equity-based compensation	—		3		8,213		—		—		8,216		—		41		8,257
Shares canceled for tax withholdings on vested equity awards	—		(1)		(928)		—		—		(929)		—		—		(929)

Contributions from noncontrolling interests	—		—		—		—		—		—		1,392				1,392
Distributions to noncontrolling interests	—		—		—		—		—		—		(2,885)		(121)		(3,006)
Preferred stock dividends	—		—		—		(14,661)		—		(14,661)		—		—		(14,661)
Common stock dividends declared ($0.01 per share)	—		—		—		(1,741)		—		(1,741)		—		—		(1,741)
Reallocation of equity (Notes 2 and 8)	—		—		(568)		—		1		(567)		—		567		—
Balance at September 30, 2024	$	794,670	$	1,742	$	7,996,632	$	(6,816,051)	$	3,313	$	1,980,306	$	421,860	$	80,631	$	2,482,797

The accompanying notes form an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

(Unaudited)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Noncontrolling Interests in Operating Company		Total Equity


Balance at December 31, 2024	$	794,670	$	1,744	$	7,999,165	$	(6,837,502)	$	505	$	1,958,582	$	430,528	$	77,724	$	2,466,834
Net income (loss)	—		—		—		13,782		—		13,782		(27,882)		(7)		(14,107)
Other comprehensive income (loss)	—		—		—		—		2,087		2,087		—		142		2,229



Redemption of OP units for class A common stock	—		—		84		—		—		84		—		(84)		—
Equity-based compensation	—		24		7,091		—		—		7,115		—		40		7,155
Shares canceled for tax withholdings on vested equity awards	—		(5)		(5,032)		—		—		(5,037)		—		—		(5,037)
Contributions from noncontrolling interests	—		—		—		—		—		—		2,897		—		2,897
Distributions to noncontrolling interests	—		—		—		—		—		—		(2,763)		(120)		(2,883)
Preferred stock dividends	—		—		—		(14,660)		—		(14,660)		—		—		(14,660)
Common stock dividends declared ($0.01 per share)	—		—		—		(1,763)		—		(1,763)		—		—		(1,763)
Reallocation of equity (Notes 2 and 8)	—		—		572		—		5		577		—		(577)		—
Balance at March 31, 2025	$	794,670	$	1,763	$	8,001,880	$	(6,840,143)	$	2,597	$	1,960,767	$	402,780	$	77,118	$	2,440,665
Net income (loss)	—		—		—		31,622		—		31,622		(59,785)		1,082		(27,081)
Other comprehensive income (loss)	—		—		—		—		3,980		3,980		—		254		4,234
Redemption of OP units for class A common stock	—		43		28,066		—		—		28,109		—		(28,109)		—
Equity-based compensation	—		3		10,661		—		—		10,664		—		40		10,704
Shares canceled for tax withholdings on vested equity awards	—		—		(400)		—		—		(400)		—		—		(400)
Contributions from noncontrolling interests	—		—		—		—		—		—		14,228				14,228
Distributions to noncontrolling interests	—		—		—		—		—		—		(7)		(75)		(82)
Preferred stock dividends	—		—				(14,660)				(14,660)		—				(14,660)
Common stock dividends declared ($0.01 per share)	—		—				(1,812)				(1,812)		—				(1,812)
Reallocation of equity (Notes 2 and 8)	—		—		113				148		261		—		(261)		—
Balance at June 30, 2025	$	794,670	$	1,809	$	8,040,320	$	(6,824,993)	$	6,725	$	2,018,531	$	357,216	$	50,049	$	2,425,796

The accompanying notes form an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

(Unaudited)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Noncontrolling Interests in Operating Company		Total Equity


Balance at June 30, 2025	$	794,670	$	1,809	$	8,040,320	$	(6,824,993)	$	6,725	$	2,018,531	$	357,216	$	50,049	$	2,425,796
Net income (loss)	—		—		—		31,414		—		31,414		(46,577)		563		(14,600)
Other comprehensive income (loss)	—		—		—		—		(920)		(920)		—		(32)		(952)
Redemption of OP units for class A common stock	—		18		11,466		—		—		11,484		—		(11,484)		—
Equity-based compensation	—		—		8,787		—		—		8,787		—		40		8,827
Shares canceled for tax withholdings on vested equity awards	—		(1)		(775)		—		—		(776)		—		—		(776)
Contributions from noncontrolling interests	—		—		—		—		—		—		10,132				10,132
Distributions to noncontrolling interests	—		—		—		—		—		—		(576)		(58)		(634)
Consolidation of sponsored fund	—		—		—		—		—		—		80,810		—		80,810
Preferred stock dividends	—		—		—		(14,661)		—		(14,661)		—		—		(14,661)
Common stock dividends declared ($0.01 per share)	—		—		—		(1,828)		—		(1,828)		—		—		(1,828)
Reallocation of equity (Notes 2 and 8)	—		—		(7)				63		56		—		(56)		—
Balance at September 30, 2025	$	794,670	$	1,826	$	8,059,791	$	(6,810,068)	$	5,868	$	2,052,087	$	401,005	$	39,022	$	2,492,114

The accompanying notes form an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash Flows from Operating Activities
Net income (loss)	$	(53,343)	$	147,494
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized carried interest (allocation) reversal, net	168,802		(102,703)
Unrealized principal investment (income) loss	(8,950)		(15,585)
Equity-based compensation	26,686		34,787
Amortization of deferred financing costs and debt discount and premium, net	2,036		1,772

Depreciation and amortization	22,941		25,491
Deferred income tax (benefit) expense	(2,108)		(1,608)
Other (gain) loss, net	(16,843)		(36,271)






Other adjustments, net	(460)		(181)
(Increase) decrease in other assets and due from affiliates	24,419		9,291
Increase (decrease) in other liabilities and due to affiliates	20,590		(31,069)
Net cash generated by (used in) operating activities	183,770		31,418
Cash Flows from Investing Activities
Contributions to and acquisition of equity investments	(274,106)		(116,330)
Return of capital from equity and debt investments	77,733		33,498
Proceeds from sale of equity investments	100,123		79,035
Repayment of loans receivable	—		1,000




Purchase of fixed assets	(1,291)		(3,305)




Cash recognized in consolidation of sponsored fund	30		—
Cash derecognized in deconsolidation of sponsored funds	—		(745)



Net cash generated by (used in) investing activities	(97,511)		(6,847)
Cash Flows from Financing Activities
Dividends paid to preferred stockholders	(43,981)		(43,981)
Dividends paid to common stockholders	(5,321)		(5,033)



Repayment or redemption of senior notes	—		(5,000)
Shares canceled for tax withholdings on vested equity awards	(6,213)		(9,445)


Contributions from noncontrolling interests	28,757		25,101
Distributions to and redemption of noncontrolling interests	(5,874)		(21,948)





Payment of contingent consideration to Wafra	—		(17,500)
Net cash generated by (used in) financing activities	(32,632)		(77,806)
Effect of foreign exchange on cash, cash equivalents and restricted cash	4,025		1,461
Net increase (decrease) in cash, cash equivalents and restricted cash	57,652		(51,774)
Cash, cash equivalents and restricted cash—beginning of period	306,298		350,250
Cash, cash equivalents and restricted cash—end of period	$	363,950	$	298,476

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DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows (Continued)

(In thousands)

(Unaudited)

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets


	Nine Months Ended September 30,
	2025		2024
Beginning of period
Cash and cash equivalents	$	302,154	$	345,335
Restricted cash	4,144		4,915


Total cash, cash equivalents and restricted cash—beginning of period	$	306,298	$	350,250

End of period
Cash and cash equivalents	$	358,416	$	294,416
Restricted cash	5,534		4,060


Total cash, cash equivalents and restricted cash—end of period	$	363,950	$	298,476

Supplemental Disclosure of Cash Flow Information


	Nine Months Ended September 30,
(In thousands)	2025		2024
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	10,135	$	12,814
Cash received (paid) for income taxes	(2,944)		8,606
Operating lease payments for corporate offices	6,860		6,872
Supplemental Disclosure of Cash Flows from Discontinued Operations
Net cash generated by (used in) operating activities of discontinued operations	$	(936)	$	(12,071)
Net cash generated by (used in) investing activities of discontinued operations	—		27
Supplemental Disclosure of Noncash Investing and Financing Activities
Dividends and distributions payable	$	16,544	$	16,523


Redemption of OP units for common stock	39,677		1,703

Exchange of notes into shares of class A common stock	—		72,717
Settlement of Wafra contingent consideration through issuance of class A common stock	—		17,500


Operating lease liabilities arising from establishment of ROU assets for corporate offices	4,007		—




Assets of sponsored fund consolidated	115,539		—
Liabilities of sponsored fund consolidated	(34,758)		—
Noncontrolling interests of sponsored fund consolidated	(80,810)		—
Assets of sponsored funds deconsolidated	—		393,612
Liabilities of sponsored funds deconsolidated	—		(189)
Noncontrolling interests of sponsored funds deconsolidated	—		(262,970)

The accompanying notes form an integral part of the consolidated financial statements.

Table of Contents

DigitalBridge Group, Inc.

Notes to Consolidated Financial Statements

September 30, 2025

(Unaudited)

1. Business and Organization

DigitalBridge Group, Inc. ("DBRG," and together with its consolidated subsidiaries, the "Company") is a leading global investment manager in digital infrastructure. The Company deploys and manages capital on behalf of its investors and shareholders across the digital infrastructure ecosystem, including but not limited to, data centers, cell towers, fiber networks, small cells, and edge infrastructure. The Company's investment management platform is anchored by its flagship value-add digital infrastructure equity offerings, as well as offerings in core equity, credit, liquid securities, and its InfraBridge mid-market infrastructure equity.

Organization

The Company operates as a taxable C Corporation and conducts all of its activities and holds substantially all of its assets and liabilities through its operating subsidiary, DigitalBridge Operating Company, LLC (the "Operating Company" or the "OP"). The Company, as sole managing member, owned 97% of the OP at September 30, 2025, with the remaining 3% owned by certain current and former employees of the Company as noncontrolling interest.

2. Summary of Significant Accounting Policies

The significant accounting policies of the Company are described below.

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. The portions of equity, net income or loss and other comprehensive income or loss of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements. Noncontrolling interests represent predominantly: carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds; participation rights held by a third party investor to a share of carried interest and economics in a sponsored fund; limited partners of consolidated funds; and membership interests in OP primarily held by certain current and former employees of the Company.

To the extent the Company consolidates a subsidiary that is subject to industry-specific guidance, such as investment company accounting applied by the Company's sponsored funds that are consolidated, the Company retains the industry-specific guidance applied by that subsidiary in its consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

Principles of Consolidation

The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.

Variable Interest Entities—A VIE is an entity that (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) has equity holders who lack the characteristics of a controlling

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financial interest; and/or (iii) is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. This assessment may involve subjectivity in the determination of which activities most significantly affect the VIE’s performance, and estimates about current and future fair value of the assets held by the VIE and financial performance of the VIE. In assessing its interests in the VIE, the Company also considers interests held by its related parties, including de facto agents. Additionally, the Company assesses whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether the Company is most closely associated with the VIE. In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the characteristics and size of its investment relative to the related party; the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, and depends upon facts and circumstances specific to an entity at the time of the assessment.

Voting Interest Entities—Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities' voting interests or through other arrangements.

At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company's consolidation assessment. Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interests in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, the Company's existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.

Noncontrolling Interests

Redeemable Noncontrolling Interests—This represents noncontrolling interests in sponsored open-end funds in the liquid securities strategy that are consolidated by the Company. The limited partners of these funds have the ability to withdraw all or a portion of their interests from the funds in cash with advance notice.

Redeemable noncontrolling interests is presented outside of permanent equity. Allocation of net income or loss to redeemable noncontrolling interests is based upon their ownership percentage during the period. The carrying amount of redeemable noncontrolling interests is adjusted to its redemption value at the end of each reporting period to an amount not less than its initial carrying value, except for amounts contingently redeemable which will be adjusted to redemption value only when redemption is probable. Such adjustments will be recognized in additional paid-in capital.

Noncontrolling Interests in Investment Entities—This represents (i) carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds (Note 14); (ii) participation rights held by a third party investor to a share of carried interest and economics in a sponsored fund; and (iii) limited partners of consolidated closed-end funds. Excluding carried interests, allocation of net income or loss is generally based upon relative ownership interests.

Noncontrolling Interests in Operating Company—This represents membership interests in OP held by certain current and former employees of the Company. Noncontrolling interests in OP are allocated a share of net income or loss in OP based upon their weighted average ownership interest in OP during the period. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s membership units in OP or OP units for cash based on the market value of an equivalent number of shares of class A common stock of the Company at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one-for-one basis. At the end of each reporting period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP, as applicable.

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Discontinued Operations

If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Company’s operations and financial results, the operating profits or losses of the component when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the statements of operations.

A business or asset group acquired in connection with a business combination that meets the criteria to be accounted for as held for sale at the date of acquisition is reported as discontinued operations, regardless of whether it meets the strategic shift criterion.

The Company's discontinued operations in the periods presented herein represent residual activities from the Company's former real estate investments along with an adjacent investment management business, which have predominantly been disposed as part of the Company's transformation into an investment manager with a digital infrastructure focus.

Recently Adopted Accounting Pronouncements

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances existing annual income tax disclosures, primarily requiring disaggregation of: (i) effective tax rate reconciliation using both percentages and amounts into specific categories, with further disaggregation by nature and/or jurisdiction of certain categories that meet the threshold of 5% of expected tax; and (ii) income taxes paid (net of refunds received) between federal, state/local and foreign, with further disaggregation by jurisdiction if any amount represents 5% or more of total income taxes paid (net of refunds received). The ASU also eliminates existing disclosures related to: (a) reasonably possible significant changes in the total amount of unrecognized tax benefits within 12 months of the reporting date; and (b) the cumulative amount of each type of temporary difference for which deferred tax liability has not been recognized (due to the exception to recognizing deferred taxes related to subsidiaries and corporate joint ventures).

The Company adopted this ASU on a prospective basis on its effective date of January 1, 2025. The new guidance is not expected to have a material impact on the Company's annual income tax disclosures beginning the year ending December 31, 2025.

Future Accounting Standards

Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, with limited amendments to better align internal-use software accounting (Topic 350-50) with current software development practices. The ASU changes the cost capitalization threshold by eliminating consideration of discrete project stages that assume a sequential and linear approach to software development. This model is replaced with a principles-based framework that focuses on the remaining two existing criteria to begin capitalizing software development cost, that is, (i) authorization and commitment to funding the software project and (ii) probability of completion and software is used for its intended function. Additional guidance is provided to clarify that the probable-to-complete recognition threshold is not met if there is significant uncertainty surrounding the software development, and until such time, all associated costs are expensed as incurred. The ASU also specifies that capitalized cost is subject to disclosure requirements of Topic 360-10, Property, Plant and Equipment, irrespective of whether the internal-use software is internally developed or third party licensed, or whether it is classified as tangible or intangible asset. The ASU, however, does not change the type of internal-use software costs that can be capitalized (for example, data conversion/migration and software maintenance costs continue to be expensed as incurred), or when capitalization ceases.

The ASU is effective for interim and annual reporting periods beginning January 1, 2028 and can be applied either prospectively, retrospectively or using a modified prospective transition approach. Early adoption is permitted in any interim or annual period, effective as of the beginning of the fiscal year of adoption. The Company is currently evaluating the effects of this new guidance.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies the estimation of expected credit losses applied to revenue transactions from contracts with customers (pursuant to Topic 606). The ASU provides for election of a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of

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the current accounts receivable and current contract assets. This would forego the existing requirement to develop forecasts of future economic conditions in estimating expected credit losses.

The ASU is effective for interim and annual reporting periods beginning January 1, 2026 and is to be applied prospectively. Early adoption is permitted. The Company intends to elect the practical expedient, which is not expected to have a material impact on the Company's consolidated financial statements.

Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which modifies the Business Combination (Topic 805) framework for identifying the accounting acquirer in certain business combinations where the legal acquiree is a VIE. This changes existing guidance by replacing the previous requirement that in a business combination in which a VIE is acquired, the primary beneficiary of the VIE is always the accounting acquirer, even if the business combination would otherwise have been a reverse acquisition had the legal acquiree been a voting interest entity. The new standard requires that in a business combination effected primarily through exchange of equity interests, the general factors in Topic 805 are assessed to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE or voting interest entity. The guidance in Topic 805 considers various factors in determining the accounting acquirer, including but not limited to, relative voting rights of the combined entity, composition of the governing body and senior management of the combined entity, and relative sizes of the combining entities prior to the transaction. The new ASU therefore improves comparability in the accounting for business combinations that involve VIEs and voting interest entities. The determination of which entity is the accounting acquirer affects the application of acquisition accounting in which the acquiree's assets and liabilities are remeasured at fair value on acquisition date, and also affects the form and content of current and prior period financial statements included in SEC filings.

The ASU applies prospectively to interim and annual reporting periods beginning January 1, 2027. Early adoption is permitted.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, in response to longstanding investor requests for disaggregated information about expenses by nature to supplement income statement expenses presented by function (for example, cost of sales and administrative expenses). The new standard requires tabular disclosure in a footnote, disaggregating each income statement line item that contains any of the following natural expenses: (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depletion. If an expense caption that is presented as a natural expense on the income statement includes more than one of the required expense categories, further disaggregation is required. For example, an expense caption consisting of depreciation and intangible asset amortization would need to be disaggregated to separately disclose each category in the footnotes. An expense caption that consists entirely of one of the required natural expense categories is not required to be disaggregated. Further, certain expenses, gains or losses that are required to be disclosed under US GAAP, if they are recorded within the expense line items that contain any of the prescribed expense categories, are to be separately quantified within the same tabular disclosure. Any remaining amounts in expense line items that contain any of the prescribed expense categories that have not been separately quantified are to be included in the tabular disclosure to reconcile to the corresponding amount on the income statement and to be qualitatively described.

The ASU is effective for annual reporting periods beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Early adoption is permitted. Transition is prospective with the option to apply retrospective application. The Company is currently evaluating the effects of this new guidance.

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3. Investments

The Company's equity and debt investments are represented by the following:


(In thousands)	September 30, 2025		December 31, 2024
Equity method investments
Principal investments	$	1,462,708	$	1,391,316
Carried interest allocation	601,333		894,553

Other equity investments	28,907		24,854
Debt investment	31,572		35,122
	2,124,520		2,345,845
Equity investments of consolidated funds
Marketable equity securities	110,055		83,269
Other investments	228,901		63,154
	$	2,463,476	$	2,492,268

Equity Method Investments

Principal Investments

Principal investments represent investments in the Company's sponsored investment vehicles, accounted for as equity method investments as the Company exerts significant influence in its role as general partner. The Company typically has a small percentage interest in its sponsored funds as general partner or special limited partner. The Company also has additional investments as general partner affiliate alongside the funds' limited partners, primarily with respect to the Company's flagship value-add funds, InfraBridge funds and single asset funds invested in data center portfolio companies, DataBank and Vantage SDC.

The Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, primarily unrealized gain (loss) from changes in fair value of the underlying fund investments and distributions of income, including from realization events are recorded in principal investment income (loss) on the consolidated statements of operations.

Carried Interest Allocation

Carried interest allocation represents a disproportionate allocation of returns of up to 20% to the Company, as general partner or special limited partner (which may be paid to the special limited partner entity owned by the Company in place of the general partner entity), based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles, typically an annual preferred return of 6% to 8%. Carried interest allocation generally arises when appreciation in value of the underlying investments of the fund exceeds the minimum return hurdles, after factoring in a return of invested capital and a return of certain costs of the fund pursuant to terms of the governing documents of the fund. The amount of carried interest allocation recognized is based upon the cumulative performance of the fund if it were liquidated as of the reporting date. Unrealized carried interest allocation is driven primarily by changes in fair value of the underlying investments of the fund, which may be affected by various factors, including but not limited to, the projected financial performance of the portfolio company, economic conditions, foreign exchange rates and comparable transactions in the market. For funds that have exceeded the minimum return hurdle but have not returned all capital to the limited partners, unrealized carried interest allocation may be subject to reversal over time as preferred returns continue to accrue on unreturned capital. Realization of carried interest allocation occurs upon disposition of all underlying investments of the fund, or in part with each disposition.

Generally, carried interest allocation is distributed upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles. Depending on the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest allocation distributed has exceeded the final carried interest allocation amount earned (or amount earned as of the calculation date), the Company is obligated to return the excess carried interest allocation received. Therefore, carried interest allocation distributed may be subject to clawback if a decline in investment values results in cumulative performance of the fund falling below minimum return hurdles in the interim period. If it is determined that the Company has a clawback obligation, a liability would be established based upon a hypothetical liquidation of the net assets of the fund at the reporting date. The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund.

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Carried interest allocation on the balance sheet date represents unrealized carried interest allocation in connection with sponsored funds that are currently in the early stage of their lifecycle. Carried interest allocation is presented gross of management allocation.

Carried Interest Distributed

In 2025, carried interest of $2.5 million was distributed during the first quarter and recognized in carried interest allocations, of which $1.6 million was allocated to current and former employees, recorded as either carried interest compensation or amounts attributable to noncontrolling interests (Note 14). In 2024, there was an immaterial distribution of carried interest in the second quarter.

Clawback Obligation

The Company did not have a liability for clawback obligations on carried interest distributed as of September 30, 2025 and December 31, 2024.

With respect to funds that have distributed carried interest, if in the event all of their investments are deemed to have no value, all of the carried interest distributed to date of $164.5 million would be subject to clawback as of September 30, 2025, of which $109.4 million would be the responsibility of the recipients, being employees/former employees and a third party participation interest. For this purpose, a portion of carried interest distributed is generally held back from employees and former employees at the time of distribution. The amount withheld resides in entities outside of the Company. Generally, the Company, through the OP, has guaranteed the clawback obligation of its subsidiaries that act as general partner or special limited partner of its respective sponsored funds, for the benefit of these funds and their limited partners.

Other Equity Investments

Other equity investments include primarily venture investments and investment in a managed account.

These investments are generally carried at fair value or under the measurement alternative, which is at cost, adjusted for impairment and observable price changes. Changes in the value of these investments are recorded in other gain (loss) on the consolidated statements of operations.

Debt Investment

Interest income on debt investment is recorded in other income.

CLO Subordinated Notes

The Company holds all of the subordinated notes of a collateralized loan obligation ("CLO"), sponsored and managed by a third party. The CLO subordinated notes are classified as available-for-sale ("AFS") debt securities.

In October 2024, the secured notes of the CLO were refinanced, with no change in the underlying collateral asset pool. The reinvestment and non-call periods of the CLO were extended by two years, similarly with the final maturity date that was extended to 2037. All of the Company’s subordinated notes remain outstanding. The Company received $10.4 million of excess net proceeds from the refinance as the subordinated note holder, which was applied as a return of capital.

Following the end of the non-call period of the CLO, which is now October 2026, the subordinated notes may be redeemed (in whole, not in part) at the option of the collateral manager or the Company with consent of the collateral manager, if there is sufficient proceeds from sale of collateral assets, including payment of expenses therewith. The redemption price for the subordinated notes is equal to the excess interest and principal proceeds payable at the time of redemption.

The balance of the CLO subordinated notes is summarized as follows:


	Amortized Cost without Allowance for Credit Loss		Allowance for Credit Loss		Gross Cumulative Unrealized
(in thousands)					Gains		Losses		Fair Value
September 30, 2025	$	31,572	$	—	$	—	$	—	$	31,572
December 31, 2024	35,122		—		—		—		35,122

In estimating fair value of the CLO subordinated notes, classified as Level 3 of the fair value hierarchy, the Company used a benchmarking approach by looking to the implied credit spreads derived from observed prices on recent comparable CLO issuances, and also considering the current size and diversification of the CLO collateral pool, and projected return on the subordinated notes. Based upon these data points, at September 30, 2025 and December 31, 2024, the Company determined that the issued price of the subordinated notes, net of capital distributions, approximates a reasonable representation of fair value and that the CLO subordinated notes are not impaired.

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Equity Investments of Consolidated Funds

The Company consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner (Note 13). Equity investments of consolidated funds are composed of marketable equity securities held by funds in the liquid securities strategy and equity investments held by two single asset funds. Equity investments of consolidated funds are carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations.

4. Intangible Assets

Intangible assets are composed of the following:


	September 30, 2025						December 31, 2024
(In thousands)	Carrying Amount (1)(2)		Accumulated Amortization(1)(2)		Net Carrying Amount(1)		Carrying Amount (1)(2)		Accumulated Amortization(1)(2)		Net Carrying Amount(1)
Investment management contracts	$	139,643	$	(112,991)	$	26,652	$	138,494	$	(97,371)	$	41,123
Investor relationships	54,478		(29,209)		25,269		53,322		(24,761)		28,561
Trade name	4,300		(2,659)		1,641		4,300		(2,337)		1,963
Other (3)	1,518		(819)		699		1,518		(705)		813
	$	199,939	$	(145,678)	$	54,261	$	197,634	$	(125,174)	$	72,460

__________

(1) Presented net of impairments and write-offs, if any.

(2) Exclude intangible assets that were fully amortized in prior years.

(3) Represents primarily the value of an acquired domain name.

Amortization expense for finite-lived intangible assets totaled $6.4 million and $7.6 million for the three months ended September 30, 2025 and 2024, respectively, and $19.7 million and $23.4 million for the nine months ended September 30, 2025 and 2024, respectively. There was no impairment of identifiable intangible assets in the periods presented.

Future Amortization of Intangible Assets

The following table presents the expected future amortization of finite-lived intangible assets:


	Year Ending December 31,
(In thousands)	Remaining 2025		2026		2027		2028		2029		2030 and thereafter		Total




Amortization expense	$	5,882	$	17,832	$	12,062	$	7,968	$	3,155	$	7,362	$	54,261

5. Restricted Cash, Other Assets and Other Liabilities

Restricted Cash

Restricted cash represents primarily cash reserves that are maintained pursuant to the governing agreements of the securitized debt of the Company.

Other Assets

The following table summarizes the Company's other assets.


(In thousands)	September 30, 2025		December 31, 2024
Prepaid taxes and deferred tax assets, net	$	4,637	$	3,447


Operating lease right-of-use asset for corporate offices	22,491		28,901
Accounts receivable, net	3,179		3,003
Prepaid expenses	6,540		4,070
Other assets	902		2,202
Fixed assets, net (1)	7,588		9,712
Assets of discontinued operations (2)	306		445
	45,643		51,780
Other assets of consolidated funds	1,647		724
Total other assets	$	47,290	$	52,504

__________

(1) Net of accumulated depreciation of $9.6 million at September 30, 2025 and $10.0 million at December 31, 2024.

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(2) Assets of discontinued operations consists of remaining equity investments excluded from the Company's previous bulk sale of its real estate related investments.

Other Liabilities

The following table summarizes the Company's other liabilities:


(In thousands)	September 30, 2025		December 31, 2024
Deferred investment management fees (Note 11) (1)	$	28,621	$	9,306
Interest payable on corporate debt	98		164
Common and preferred stock dividends payable	16,544		16,524


Current and deferred income tax liability	5,077		5,798
Accrued compensation	53,263		54,644
Accrued incentive fee and carried interest compensation	362,750		497,288
Operating lease liability for corporate offices	34,167		43,351
Contingent consideration payable—InfraBridge (Note 9)	2,400		6,100
DBRG stock warrants (Note 9)	500		700
Accounts payable and accrued expenses	36,098		26,213
Due to affiliates (Note 14)	1,222		1,675
Other liabilities	3,265		5,996
Liabilities of discontinued operations	278		259
	544,283		668,018
Other liabilities of consolidated funds
Securities sold short	70,575		47,930
Due to custodians	11,011		9,121
Contingent consideration payable (Note 9)	14,801		—
Other liabilities	2,772		697
Total other liabilities	$	643,442	$	725,766

__________

(1) Deferred investment management fees are expected to be recognized as fee revenue over a weighted average period of 4.4 years and 3.2 years as of September 30, 2025 and December 31, 2024. Deferred investment management fees recognized as income of $2.7 million and $1.8 million in the three months ended September 30, 2025 and 2024, respectively, and $4.0 million and $4.5 million in the nine months ended September 30, 2025 and 2024, respectively, pertain to the deferred management fee balance at the beginning of each respective period.

Deferred Income Taxes

The Company has significant deferred tax assets associated with its domestic entities, related principally to capital loss carryforwards, outside basis difference in DBRG's interest in the OP, outside basis difference in investment in partnerships and net operating losses generated by a taxable U.S. subsidiary. As of September 30, 2025 and December 31, 2024, a full valuation allowance has been established against the deferred tax assets of its domestic entities as the realizability of these deferred tax assets did not meet the more-likely-than-not threshold.

New U.S. Tax Legislation

On July 4, 2025, the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (“the Act”), commonly referred to as the One Big Beautiful Bill Act, was enacted into law. The centerpiece of the bill is the extension of expiring and in some cases, expired provisions of the 2017 Tax Cuts and Jobs Act.

The provisions of this Act could affect the Company's effective tax rate, current tax payable and measurement of the Company's deferred tax assets and liabilities, including its assessment of realizability. Where applicable, the income tax effect of the Act was recognized beginning with the Company's interim period ended September 30, 2025, for which the effect was immaterial. The Company continues to evaluate the effects of this new legislation on its consolidated financial statements, noting that interpretation of the various provisions of this Act and their application thereof may change as new information becomes available.

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6. Debt

The Company's corporate debt is composed of a securitized financing facility and, prior to their full exchange or redemption in 2024, senior notes issued by the OP that are recourse to the Company, as discussed further below.

Included in the September 30, 2025 balance is also debt of a consolidated fund.


	September 30, 2025				December 31, 2024
(In thousands)	Principal		Deferred Financing Cost		Amortized Cost		Principal		Deferred Financing Cost		Amortized Cost
Recourse
Corporate debt—Securitized financing facility	$	300,000	$	(1,602)	$	298,398	$	300,000	$	(3,638)	$	296,362
Non-recourse
Debt of consolidated fund (1)	29,547		—		29,547		—		—		—
	$	329,547	$	(1,602)	$	327,945	$	300,000	$	(3,638)	$	296,362

__________

(1) Fund was consolidated during the third quarter of 2025. Debt of consolidated fund is non-recourse to the Company. This debt matures in April 2026, accrues paid-in-kind ("PIK") interest at 12% per annum and is secured by the fund's equity investment.

Securitized Financing Facility

In July 2021, special-purpose subsidiaries of the OP (the "Co-Issuers") issued Series 2021-1 Secured Fund Fee Revenue Notes, composed of: (i) $300 million aggregate principal amount of 3.933% Secured Fund Fee Revenue Notes, Series 2021-1, Class A-2 (the “Class A-2 Notes”); and (ii) up to $100 million (following the Company's election in June 2025 to reduce its capacity from $300 million, pursuant to its terms) Secured Fund Fee Revenue Variable Funding Notes, Series 2021-1, Class A-1 (the “VFN” and, together with the Class A-2 Notes, the “Series 2021-1 Notes”). The VFN allow the Co-Issuers to borrow on a revolving basis. The Series 2021-1 Notes were issued under an Indenture dated July 2021, as amended in April 2022, that allows the Co-Issuers to issue additional series of notes in the future, subject to certain conditions.

The Series 2021-1 Notes represent obligations of the Co-Issuers and certain other special-purpose subsidiaries of DBRG, and neither DBRG, the OP nor any of DBRG's other subsidiaries are liable for the obligations of the Co-Issuers. The Series 2021-1 Notes are secured by net investment management fees earned by subsidiaries of DBRG, and equity interests in certain sponsored funds and co-investments held by subsidiaries of DBRG, as collateral.

The following table summarizes certain key terms of the securitized financing facility:

($ in thousands)

Outstanding Principal

Interest Rate

(Per Annum)(1)

Anticipated Repayment Date(2)

Years Remaining to Maturity(2)

Class A-2 Notes

300,000

3.93

September 2026

1.0

Variable Funding Notes

—

Adjusted 1-month Term SOFR + 3%

September 2026

__________

(1) Adjusted 1-month Term Secured Overnight Financing Rate ("SOFR") is the equivalent of 1-month Term SOFR plus 0.11448%. Unused capacity under the VFN facility is subject to a commitment fee of 0.5% per annum.

(2) The final maturity date of the Class A-2 Notes is in September 2051. The anticipated repayment date of the VFN reflects its final one year extension exercised in July 2025.

The Series 2021-1 Notes may be optionally prepaid, in whole or in part, prior to their anticipated repayment dates. There is no prepayment penalty on the VFN. However, prepayment of the Class A-2 Notes will be subject to additional consideration based upon the difference between the present value of future payments of principal and interest and the outstanding principal of such Class A-2 Note that is being prepaid; or 1% of the outstanding principal of such Class A-2 Note that is being prepaid in connection with a disposition of collateral.

The Indenture of the Series 2021-1 Notes contains various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined. As of the date of this filing, the Co-Issuers are in compliance with all of the financial covenants.

Exchangeable Senior Notes

In the first half of 2024, the remaining 5.75% exchangeable senior notes issued by the OP with an outstanding principal of $78.4 million were extinguished, of which $73.4 million was exchanged for 8.2 million shares of the Company's class A common stock, and $5.0 million was redeemed for cash. In connection with the exchange, shares of class A common stock were issued in reliance on Section 4(a)(2) of the Securities Exchange Act of 1933, as amended.

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7. Stockholders' Equity

The table below summarizes the share activities of the Company's preferred stock and common stock.


	Number of Shares
(In thousands)	Preferred Stock	Class A Common Stock	Class B Common Stock(1)









Shares outstanding at December 31, 2023	32,876	163,209	166


Exchange of notes for class A common stock	—	8,245	—
Shares issued upon redemption of OP units	—	252	—
Settlement of Wafra contingent consideration (2)	—	1,020	—

Equity awards issued, net of forfeitures	—	1,770	—
Shares canceled for tax withholding on vested equity awards	—	(481)	—
Shares outstanding at September 30, 2024	32,876	174,015	166

Shares outstanding at December 31, 2024	32,876	174,202	150




Shares issued upon redemption of OP units	—	6,128	—
Conversion of class B to class A common stock	—	150	(150)

Equity awards issued, net of forfeitures	—	2,761	—
Shares canceled for tax withholding on vested equity awards	—	(626)	—
Shares outstanding at September 30, 2025	32,876	182,615	—

__________

(1) In the third quarter of 2024, there was a conversion of Class B common stock into Class A common stock for less than a thousand shares.

(2) In connection with the 2022 redemption of Wafra's investment in the Company's investment management business, contingent consideration was payable to Wafra based upon the Company achieving certain fundraising targets through December 31, 2023. The contingent amount was fully paid out, with $90 million paid in cash in March 2023, and the remaining $35 million in March 2024, settled 50% each in shares of the Company's Class A common stock and in cash.

Preferred Stock

In the event of a liquidation or dissolution of the Company, preferred stockholders have priority over common stockholders for payment of dividends and distribution of net assets.

The table below summarizes the preferred stock issued and outstanding at September 30, 2025:


Description	Dividend Rate Per Annum		Initial Issuance Date	Shares Outstanding (in thousands)	Par Value (in thousands)		Liquidation Preference (in thousands)		Earliest Redemption Date
Series H	7.125	%	April 2015	8,395	$	84	$	209,870	Currently redeemable
Series I	7.15	%	June 2017	12,867	129		321,668		Currently redeemable
Series J	7.125	%	September 2017	11,614	116		290,361		Currently redeemable
				32,876	$	329	$	821,899

All series of preferred stock are at parity with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding up of the Company. Dividends are payable quarterly in arrears in January, April, July and October.

Each series of preferred stock is redeemable on or after the earliest redemption date for that series at $25.00 per share plus accrued and unpaid dividends (whether or not declared) prorated to their redemption dates, exclusively at the Company’s option. The redemption period for each series of preferred stock is subject to the Company’s right under limited circumstances to redeem the preferred stock upon the occurrence of a change of control (as defined in the articles supplementary relating to each series of preferred stock).

Preferred stock generally does not have any voting rights, except if the Company fails to pay the preferred dividends for six or more quarterly periods (whether or not consecutive). Under such circumstances, the preferred stock will be entitled to vote, together as a single class with any other series of parity stock upon which like voting rights have been conferred and are exercisable, to elect two additional directors to the Company’s board of directors, until all unpaid dividends have been paid or declared and set aside for payment. In addition, certain changes to the terms of any series of preferred stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of each such series of preferred stock voting separately as a class for each series of preferred stock.

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Common Stock

In 2025, 149,571 shares of class B common stock, which represented all issued and outstanding shares of class B common stock, were converted pursuant to their terms into an equivalent number of shares of class A common stock, and were cancelled following their conversion.

Previously, class B common stock had the same rights and privileges, and ranked equally, shared ratably in dividends and distributions, and was identical in all respects as to all matters as class A common stock, except that class B common stock had thirty-six and one-half votes per share while Class A common stock has one vote per share. This had given the holders of class B common stock a right to vote that reflected the aggregate outstanding non-voting economic interest in the Company (in the form of OP units) attributed to class B common stock holders and therefore, did not provide any disproportionate voting rights. Class B common stock had been issued as consideration in the Company's acquisition in April 2015 of the investment management business and operations of its former manager, which was previously controlled by the Company's former Executive Chairman.

Dividend Reinvestment and Direct Stock Purchase Plan

The Company's Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) provides existing common stockholders and other investors the opportunity to purchase shares (or additional shares, as applicable) of the Company's class A common stock by reinvesting some or all of the cash dividends received on their shares of the Company's class A common stock or making optional cash purchases within specified parameters. No shares of class A common stock have been acquired under the DRIP Plan in the form of new issuances in the last three years.

Stock Repurchases

The Company does not currently have an authorized stock repurchase program.

Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in each component of AOCI attributable to stockholders, net of immaterial tax effect. AOCI attributable to noncontrolling interests in investment entities and Operating Company is immaterial.

Changes in Components of AOCI—Stockholders


(In thousands)	Foreign Currency Translation Gain (Loss)




AOCI at December 31, 2023	$	1,411
Other comprehensive income (loss) before reclassifications	1,919
Amounts reclassified from AOCI (1)	(17)

AOCI at September 30, 2024	$	3,313

AOCI at December 31, 2024	$	505
Other comprehensive income (loss)	5,363


AOCI at September 30, 2025	$	5,868

__________

(1) Represent the release of foreign currency cumulative translation adjustments.

8. Noncontrolling Interests

Redeemable Noncontrolling Interests

The following table presents the activities in redeemable noncontrolling interests in open-end funds in the liquid securities strategy consolidated by the Company.


	Nine Months Ended September 30,
(In thousands)	2025		2024
Redeemable noncontrolling interests
Beginning balance	$	24,356	$	17,862
Contributions	1,500		4,400
Distributions paid and payable, including redemptions	(1,273)		(206)
Net income (loss)	2,445		1,471

Ending balance	$	27,028	$	23,527

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Noncontrolling Interests in Operating Company

Certain current and former employees of the Company directly or indirectly own interests in OP, presented as noncontrolling interests in the Operating Company. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s OP units for cash based on the market value of an equivalent number of shares of the Company's class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one-for-one basis. At the end of each period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP.

Redemption of OP units—The Company redeemed OP units totaling 6,128,237 in 2025 and 452,418 in 2024 through issuance of an equal number of shares of class A common stock on a one-for-one basis.

9. Fair Value

Recurring Fair Values

Financial assets and financial liabilities carried at fair value on a recurring basis include financial instruments for which the fair value option was elected. Fair value is categorized into a three tier hierarchy that is prioritized based upon the level of transparency in inputs used in the valuation techniques, as follows.

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument.

Level 3—At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate.

Due to the inherently judgmental nature of Level 3 fair value, changes in assumptions or inputs applied as of the reporting date could result in a higher or lower fair value, and realized value may differ from the estimated unrealized fair value.

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	Fair Value Measurement Hierarchy
(In thousands)	Level 1		Level 2		Level 3		Total
September 30, 2025
Assets
Investments (Note 3)
Other equity investments—Marketable equity securities	$	358	$	—	$	—	$	358
CLO subordinated notes	—		—		31,572		31,572
Equity investments of consolidated funds	110,055		—		228,901		338,956
Fair Value Option:
Equity method investment	—		—		141,643		141,643
Liabilities
Other liabilities
InfraBridge contingent consideration	—		—		2,400		2,400

DBRG stock warrants	—		—		500		500
Securities of consolidated fund sold short	70,575		—		—		70,575
Contingent consideration of consolidated fund	—		—		14,801		14,801
December 31, 2024
Assets
Investments (Note 3)
Other equity investments—Marketable equity securities	$	242	$	—	$	—	$	242
CLO subordinated notes	—		—		35,122		35,122
Equity investments of consolidated funds	83,269		—		63,154		146,423
Fair Value Option:
Equity method investment	—		—		137,154		137,154

Liabilities
Other liabilities
InfraBridge contingent consideration	—		—		6,100		6,100

DBRG stock warrants	—		—		700		700
Securities of consolidated fund sold short	47,930		—		—		47,930

Equity Investments of Consolidated Funds

Equity investments of consolidated funds include marketable equity securities held by our liquid strategy funds and equity investments held by two single asset funds. The marketable equity securities comprise publicly listed stocks in U.S. and Europe, primarily in the digital infrastructure, real estate, technology, media and telecommunications sectors, valued based upon listed prices in active markets, classified as Level 1. Other equity investments, in data centers or digital media, were valued based upon either a market approach that considered revenue multiples of other comparable companies at September 30, 2025 and December 31, 2024 or using the transacted price for a recent fund acquisition as of September 30, 2025, classified as level 3.

Fair Value Option

Equity Method Investments

The Company has elected to account for a co-investment in a portfolio company as an equity method investment under the fair value option. Fair value was determined using a discounted cash flow model based upon the portfolio company's projected earnings, discounting unlevered cash flows at an 8.1% weighted average cost of capital at September 30, 2025, and levered cash flows at a cost of equity of 11.0% at December 31, 2024. The fair value is classified as Level 3 of the fair value hierarchy and changes in fair value are recorded in principal investment income.

DBRG Stock Warrants

The Company previously issued five warrants to affiliates of Wafra, Inc. (collectively "Wafra"), a private investment firm in connection with Wafra's investment in the Company's investment management business in 2020. Wafra's investment was subsequently redeemed in 2022, while the warrants remain outstanding. Each warrant entitled Wafra to purchase up to 1,338,000 shares of the Company's class A common stock at staggered strike prices between $9.72 and $24.00 each, exercisable through July 17, 2026.

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The terms of the warrant purchase agreement provided for net cash settlement upon exercise of the warrants, at election of either the Company or Wafra, if such exercise would result in Wafra beneficially owning in excess of 9.8% of the issued and outstanding shares of the Company's class A common stock. Inclusion of the cash settlement feature resulted in a liability classification, which subjected the warrants to fair value remeasurement each period through earnings.

In March 2024, three of the five warrants were sold by Wafra to a third party and in conjunction therewith, the terms of the warrants were amended which removed the cash settlement feature, resulting in a reclassification of the warrants from liability to equity. Under equity classification, the three warrants are no longer subject to fair value remeasurement.

No warrants have been exercised to-date.

At September 30, 2025, the two liability-classified warrants were carried at fair value, measured using a Black-Scholes option pricing model, applying the following inputs: (a) estimated volatility for DBRG's class A common stock of 44.8% (34.7% at December 31, 2024); (b) closing stock price of DBRG's class A common stock on the last trading day of the quarter; (c) the strike price for each warrant; (d) remaining term to expiration of the warrants; and (e) risk free rate of 3.74% per annum (4.21% per annum at December 31, 2024), derived from the daily U.S. Treasury yield curve rates to correspond to the remaining term to expiration of the warrants.

Contingent Consideration—InfraBridge

In connection with the Company's acquisition of InfraBridge in February 2023, contingent consideration may become payable by the Company if prescribed fundraising targets are met for follow-on InfraBridge flagship funds and co-investments. The contingent consideration was measured at September 30, 2025 and December 31, 2024 by applying a probability-weighted approach to the likelihood of meeting various fundraising targets and discounting the estimated future contingent consideration payment at 6.7% and 7.3%, respectively, to derive a present value amount, classified as Level 3 of the fair value hierarchy.

Contingent Consideration—Consolidated Fund

In connection with a consolidated fund's acquisition of equity interests in a portfolio company, contingent consideration may become payable by the fund if a prescribed earnings target is achieved by the portfolio company. The contingent consideration, inclusive of PIK interest accrued at 12% per annum through the first earnout period, was valued at September 30, 2025 using the average result from a probabilistic simulation model that applied a volatility of 22% and discount rate of 13% to the portfolio company earnings, classified as Level 3 of the fair value hierarchy. Changes in fair value of the contingent consideration is reflected as an equivalent change in the cost of the fund's corresponding investment, with no effect to earnings.

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Changes in Level 3 Fair Value

The following table presents changes in recurring Level 3 fair value assets held for investment. Realized and unrealized gains (losses) are included in other gain (loss).


	Level 3 Assets					Level 3 Liabilities
		Fair Value Option - Equity Method Investments		Equity Investments of Consolidated Funds		DBRG Stock Warrants		Contingent Consideration—InfraBridge		Contingent Consideration—Consolidated Fund
(In thousands)
Fair value at December 31, 2023		$	6,700	$	416,614	$	(39,200)	$	(11,338)	$	—

Election of fair value option		128,742		—		—		—		—

Deconsolidation of sponsored funds		—		(393,614)		—		—		—


Unrealized gain (loss) in earnings, net		(2,315)		40,154		4,200		2,238		—
Reclassification to equity		—		—		33,000		—		—
Fair value at September 30, 2024		$	133,127	$	63,154	$	(2,000)	$	(9,100)	$	—

Net unrealized gain (loss) in earnings on instruments held at September 30, 2024		$	(2,315)	$	40,154	$	7,100	$	2,238	$	—

Fair value at December 31, 2024		$	137,154	$	63,154	$	(700)	$	(6,100)	$	—
Contributions		—		40,683		—		—		—
Consolidation of sponsored fund		—		115,539		—		—		(11,186)
Change in consolidated fund's share of interest in portfolio company (1)		—		8,779		—		—		(2,996)
Change in fair value of contingent consideration of consolidated fund		—		619		—		—		(619)
Unrealized gain (loss) in earnings, net		4,489		127		200		3,700		—
Fair value at September 30, 2025		$	141,643	$	228,901	$	(500)	$	(2,400)	$	(14,801)

Net unrealized gain (loss) in earnings on instruments held at September 30, 2025		$	4,489	$	127	$	200	$	3,700	$	—

__________

(1) Represents additional allocation to consolidated fund following further syndication of interest in portfolio company from a non-consolidated fund to the consolidated fund.

Nonrecurring Fair Values

The Company measures fair value of certain assets on a nonrecurring basis: (i) on the acquisition date for business combinations; (ii) when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable or based upon availability of observable prices for equity investments under the measurement alternative; and (iii) upon deconsolidation of a subsidiary for any retained interest. Adjustments to fair value generally result from application of the lower of amortized cost or fair value for assets held for disposition or otherwise, an adjustment of asset values due to impairment or observable price changes.

At September 30, 2025, there were no assets measured at fair value on a nonrecurring basis. At December 31, 2024, certain equity investments accounted under the measurement alternative were carried at estimated fair values of $15.0 million based upon pricing from a recent funding, or applying a probability-weighted approach to different recovery outcomes, representing level 3 fair values.

Fair Value of Financial Instruments Reported at Cost

The Company's debt obligation, specifically its secured fund fee revenue notes had fair values of $294.6 million at September 30, 2025 and $285.8 million at December 31, 2024, estimated based upon indicative quotes. The carrying value of debt of consolidated fund approximates its fair value at September 30, 2025 given its short remaining term to maturity.

The carrying values of cash and cash equivalents, accounts receivable, due from and to affiliates, interest payable and accounts payable generally approximate fair value due to their short term nature, and credit risk, if any, is negligible.

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10. Earnings per Share

The following table presents the basic and diluted earnings per common share computations.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2025		2024		2025		2024
Net income (loss) allocated to common stockholders


Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	31,497	$	12,433	$	79,272	$	88,032

Preferred dividends	(14,661)		(14,661)		(43,981)		(43,981)
Income (Loss) allocated to participating securities	(385)		(33)		(727)		(575)
Income (Loss) from continuing operations attributable to common stockholders	16,451		(2,261)		34,564		43,476
Income (Loss) from discontinued operations attributable to common stockholders	(83)		1,345		(2,454)		(12,459)
Net income (loss) attributable to common stockholders—basic	16,368		(916)		32,110		31,017
Interest expense attributable to exchangeable notes (Note 6)	—		—		—		443
Net income (loss) allocated to common stockholders—basic and diluted	$	16,368	$	(916)	$	32,110	$	31,460
Weighted average common shares outstanding
Weighted average number of common shares outstanding—basic	178,183		171,542		174,331		167,725
Weighted average effect of dilutive shares (1)(2)(3)	323		—		170		3,483
Weighted average number of common shares outstanding—diluted	178,506		171,542		174,501		171,208
Income (Loss) per share—basic
Income (Loss) from continuing operations	$	0.09	$	(0.02)	$	0.19	$	0.25
Income (Loss) from discontinued operations	0.00		0.01		(0.01)		(0.07)
Net income (loss) attributable to common stockholders per common share—basic	$	0.09	$	(0.01)	$	0.18	$	0.18
Income (Loss) per share—diluted
Income (Loss) from continuing operations	$	0.09	$	(0.02)	$	0.19	$	0.25
Income (Loss) from discontinued operations	0.00		0.01		(0.01)		(0.07)
Net income (loss) attributable to common stockholders per common share—diluted	$	0.09	$	(0.01)	$	0.18	$	0.18

__________

(1) The calculation of diluted earnings per share includes the weighted average effect of class A common shares and share equivalents issuable in relation to the following dilutive securities: (i) performance stock units (Note 12) of 148,774 for the three months ended September 30, 2025, and 80,761 and 71,569 for the nine months ended September 30, 2025 and 2024, respectively; (ii) DBRG stock warrants that were in-the-money (Note 9) of 173,851 and 89,060 for the three and nine months ended September 30, 2025, respectively; (iii) Wafra contingent consideration which was settled in March 2024 (Note 7) of 335,171 for the nine months ended September 30, 2024; and (iv) exchangeable senior notes which are no longer outstanding effective April 2024 (Note 6) of 3,076,309 shares for the nine months ended September 30, 2024.

(2) The calculation of diluted earnings per share excludes the effects of the following as their inclusion would be antidilutive: (i) performance stock units (Note 12) of 509,161 for the three months ended September 30, 2024 and (ii) DBRG stock warrants that were in-the-money (Note 9) of 485,841 and 816,572 for the three and nine months ended September 30, 2024, respectively.

(3) OP units may be redeemed for registered or unregistered class A common stock of the Company on a one-for-one basis and are not dilutive. At September 30, 2025 and 2024, 5,795,134 and 12,123,371 of OP units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented.

11. Fee Revenue

The following table presents the Company's fee revenue by type.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Management fees	$	93,206	$	76,011	$	267,439	$	223,542
Incentive fees	—		291		606		2,823
Other fees	94		280		656		1,777
Total fee revenue	$	93,300	$	76,582	$	268,701	$	228,142

Management Fees—Management fees are generally calculated based upon the following per annum contractual rates:

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•Commingled equity funds—up to 1.60% of investors' committed capital during the commitment period, and thereafter, invested capital (subject to certain reductions for NAV write-downs);

•Credit and other equity funds—up to 2.00% of contributed or invested capital from inception;

•Co-investment vehicles—up to 1.25% of contributed or invested capital from inception; and

•Liquid strategy funds and InfraBridge co-investment vehicles—up to 1.25% of NAV or gross asset value, respectively.

Also, co-investment vehicles may charge a one-time fee upfront on committed or invested capital, generally to be paid in tranches, but with recognition of fee revenue over the expected investment holding period. Certain co-investment vehicles may be non fee-bearing.

Incentive Fees—The Company is entitled to incentive fees from sub-advisory accounts in its liquid securities strategy. Incentive fees are determined based upon the performance of the respective accounts, subject to the achievement of specified return thresholds in accordance with the terms set out in their respective governing agreements. A portion of incentive fees earned by the Company is allocable to certain employees and former employees, included in carried interest and incentive fee compensation expense.

Other Fee Revenue—Other fees include advisory fees and loan origination fees from co-investors, which are non-recurring, and service fees for information technology, facilities and operational support provided to certain portfolio companies.

Revenue Concentration

Revenue concentration is defined as a single fund or investment vehicle that generates 10% or more of the Company's total management fees. Three funds met the concentration criteria, aggregating to 64.1% and 64.4% of total management fees for the three and nine months ended September 30, 2025, respectively.

12. Equity-Based Compensation

Equity-based awards granted prior to the end of March 2024, including the Company's annual equity awards, were granted under the DigitalBridge Group, Inc. 2014 Omnibus Stock Incentive Plan (the "2014 Equity Incentive Plan), which expired at the end of March 2024.

At the end of April 2024, the Company's shareholders approved the 2024 Omnibus Stock Incentive Plan (the "2024 Equity Incentive Plan"). The 2024 Equity Incentive Plan, consistent with the previous plan, provides for the grant of restricted stock, performance stock units ("PSUs"), Long Term Incentive Plan ("LTIP") units, restricted stock units ("RSUs"), deferred stock units ("DSUs"), options, warrants or rights to purchase shares of the Company's common stock, cash incentives and other equity-based awards to the Company's officers, directors (including non-employee directors), employees, co-employees, consultants or advisors of the Company or of any parent or subsidiary who provides services to the Company, but excluding employees of portfolio companies. Shares reserved for the issuance of awards under the 2024 Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events. The number of shares of class A common stock reserved and available for issuance under the 2024 Equity Incentive Plan as of its adoption in April 2024 is 5.5 million shares.

Restricted Stock—Restricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, subject to a service condition or a combination of both a service and performance condition, generally with annual time-based vesting in equal tranches over a three-year period, or for certain awards, a two-year cliff vesting. Vesting of performance-based restricted stock awards occur upon achievement of certain Company-specific metrics over a specified performance measurement period. Restricted stock is entitled to dividends declared and paid on the Company's class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based upon the Company's class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period.

Restricted Stock Units—RSUs in the Company's class A common stock are subject to a service condition or a combination of service and performance conditions. RSUs with only a service condition vest over a two-year period. Vesting of performance-based RSUs are dependent on achievement of certain Company-specific metrics over a specified performance measurement period, with annual time-based vesting in equal tranches over a three-year period. Only vested RSUs are entitled to accrued dividends declared and paid on the Company's class A common stock during the time period the RSUs are outstanding. RSUs are initially valued based upon the Company's class A common stock price on grant date and not subsequently remeasured for equity-classified awards, while liability-classified awards are remeasured at fair value at the end of each reporting period until the award is fully vested. Equity-based compensation expense is

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recognized over the vesting period if and when it is probable that the performance condition will be met, subject to reversal if no longer probable.

Performance Stock Units—PSUs are granted to senior executives, and are subject to a service condition in combination with either a market condition or a performance condition.

Following the end of the measurement period, the recipients of PSUs who remain employed will vest in, and be issued a number of shares of the Company's class A common stock, generally ranging from 0% to 200% of the number of PSUs granted. For market condition awards, this is determined based upon the performance of the Company's class A common stock over a three-year measurement period relative to a specified peer group (such measurement metric the "relative total shareholder return"). With respect to performance condition awards, vesting is determined based upon achievement of prescribed targets for three-year cumulative distributable earnings per share (as defined in the award agreements), and the relative total shareholder return metric is then applied to determine the final number of shares vested.

Recipients of PSUs whose employment is terminated after the first anniversary of their PSU grant are eligible to vest in a portion of the PSU award following the end of the measurement period based upon the final number of shares vested for that award. PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.

The relative total shareholder return metric was valued using a Monte Carlo simulation under a risk-neutral premise, applying the following assumptions. This forms the fair value of market condition awards. The fair value of performance condition awards also incorporate, in addition to the relative total shareholder return metric, the probability of achieving the cumulative DE per share targets.


	2025 PSU Grants	2024 PSU Grants	2023 PSU Grants
Expected volatility of the Company's class A common stock (1)	49.8%	44.6%	41.3%

Risk-free rate (per annum) (2)	3.9%	4.5%	3.8%

__________

(1) Based upon historical volatility of the Company's stock and those of a specified peer group.

(2) Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.

Fair value of PSU awards is recognized on a straight-line basis over their measurement period as compensation expense. With respect to performance condition awards, expense recognition occurs only if and when it is probable that the cumulative DE per share targets will be achieved and subject to reversal if no longer probable. In contrast, expense recognized on market condition awards is not subject to reversal even if the total shareholder return metric is not achieved.

The dividend equivalent right is accounted for as a liability-classified award. The fair value of the dividend equivalent right is recognized as compensation expense on a straight-line basis over the measurement period, and is subject to adjustment to fair value at each reporting period.

LTIP units—LTIP units are units in the Operating Company that are designated as profits interests for federal income tax purposes. Unvested LTIP units that are subject to market conditions do not accrue distributions. Each vested LTIP unit is convertible, at the election of the holder (subject to capital account limitation), into one common OP unit and upon conversion, subject to the redemption terms of OP units (Note 7).

LTIP units issued have both a service condition and a market condition based upon the Company's class A common stock achieving a target price over a predetermined measurement period, subject to continuous employment to the time of vesting, and valued using a Monte Carlo simulation. No LTIP awards were issued in 2025 and 2024.

Equity-based compensation cost on LTIP units is recognized on a straight-line basis over the derived service period, irrespective of whether the market condition is satisfied. The derived service period is a service period that is inferred from the application of the simulation technique used in the valuation of the award, and represents the median of the terms in the simulation in which the market condition is satisfied.

Deferred Stock Units—Certain non-employee directors may elect to defer the receipt of annual base fees and/or restricted stock awards, and in lieu, receive awards of DSUs. DSUs awarded in lieu of annual base fees are fully vested on their grant date, while DSUs awarded in lieu of restricted stock awards vest one year from their grant date. DSUs are entitled to a dividend equivalent, in the form of additional DSUs based on dividends declared and paid on the Company's class A common stock, subject to the same restrictions and vesting conditions, where applicable. Upon separation of service from the Company, vested DSUs will be settled in shares of the Company’s class A common stock. Fair value of

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DSUs are determined based upon the price of the Company's class A common stock on grant date and recognized immediately if fully vested upon grant, or on a straight-line basis over the vesting period as equity based compensation expense and equity.

Equity-based compensation cost in continuing operations is presented on the consolidated statement of operations, as follows.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Compensation expense	$	8,827	$	8,828	$	27,172	$	35,683
Administrative expense	149		—		388		—
	$	8,976	$	8,828	$	27,560	$	35,683

Changes in unvested equity awards are summarized below.


							Weighted Average Grant Date Fair Value
	Restricted Stock	LTIP units (1)	DSUs	RSUs (2)	PSUs (3)	Total	PSUs		All Other Awards
Unvested shares and units at December 31, 2024	3,199,827	125,000	30,819	13,305	631,257	4,000,208	$	16.29	$	15.68
Granted	2,809,311	—	46,412	832,574	485,902	4,174,199	9.32		9.86
Vested	(1,869,769)	—	(31,373)	(4,435)	—	(1,905,577)	—		15.45
Forfeited	(52,474)	—	—	(181,452)	(185,675)	(419,601)	27.36		11.21
Unvested shares and units at September 30, 2025	4,086,895	125,000	45,858	659,992	931,484	5,849,229	10.45		11.61

__________

(1) Represents the number of LTIP units granted subject to vesting upon achievement of market condition. LTIP units that do not meet the market condition within the measurement period are forfeited.

(2) Represents the number of RSUs granted subject to vesting upon achievement of performance condition. RSUs that do not meet the performance condition at the end of the measurement period are forfeited.

(3) Number of PSUs granted does not reflect potential increases or decreases that could result from the final outcome based upon the total shareholder return measured at the end of the performance period. PSUs for which the total shareholder return is not met at the end of the performance period are forfeited. PSUs for which the probability of meeting the DE target changes during the measurement period are reflected as either additional units granted or forfeited.

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $2.0 million and $1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $18.9 million and $31.7 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, aggregate unrecognized compensation cost for all unvested equity awards was $35.9 million, which is expected to be recognized over a weighted average period of 2.0 years.

13. Variable Interest Entities

A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) has equity holders who lack the characteristics of a controlling financial interest; and/or (iii) is established with non-substantive voting rights. The following discusses the Company's involvement with VIEs where the Company is the primary beneficiary and consolidates the VIEs or where the Company is not the primary beneficiary and does not consolidate the VIEs.

Operating Subsidiary

The Company's operating subsidiary, OP, is a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds the majority of membership interest in OP, acts as the managing member of OP and exercises full responsibility, discretion and control over the day-to-day management of OP. The noncontrolling interests in OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of noncontrolling interest members (including by such a member unilaterally). The absence of such rights, which represent voting rights in a limited partnership equivalent structure, would render OP to be a VIE. The Company, as managing member, has the power to direct the core activities of OP that most significantly affect OP's performance, and through its majority interest in OP, has both the right to receive benefits from and the obligation to absorb losses of OP. Accordingly, the Company is the primary beneficiary of OP and consolidates OP. As the Company conducts its business and holds its assets and liabilities through OP, the total

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assets and liabilities, earnings (losses), and cash flows of OP represent substantially all of the total consolidated assets and liabilities, earnings (losses), and cash flows of the Company.

Company-Sponsored Funds

The Company sponsors funds and other investment vehicles as general partner for the purpose of providing investment management services in exchange for management fees and carried interest. These funds are established as limited partnerships or equivalent structures. Limited partners of the funds do not have either substantive liquidation rights, or substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of limited partners or by a single limited partner. Accordingly, the absence of such rights, which represent voting rights in a limited partnership, results in the funds being considered VIEs. The nature of the Company's involvement with its sponsored funds comprise fee arrangements and equity interests in its capacity as general partner and general partner affiliate. The fee arrangements are commensurate with the level of management services provided by the Company, and contain terms and conditions that are customary to similar at-market fee arrangements.

Consolidated Company-Sponsored Funds—The Company currently consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner. As a result, the Company is considered to be acting in the capacity of a principal of the sponsored fund and is therefore the primary beneficiary of the fund. The Company’s exposure is limited to its capital account balance in the consolidated funds of $105.4 million at September 30, 2025 and $79.3 million at December 31, 2024. The liabilities of the consolidated funds may only be settled using assets of the consolidated funds, and the Company, as general partner, is not obligated to provide any financial support to the consolidated funds. At September 30, 2025, the Company has a $7.1 million unfunded commitment to a fund that was consolidated during the third quarter of 2025.

The following table presents the assets and liabilities of the consolidated funds:


(In thousands)	September 30, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	70,801	$	62,630
Investments (Note 3)	338,956		146,423
Other assets	1,646		724
	$	411,403	$	209,777
Liabilities
Debt (Note 6)	$	29,547	$	—
Other liabilities
Securities sold short	70,575		47,930
Due to custodian	11,011		9,121
Contingent consideration (Note 9)	14,801		—
Other	2,772		697
	$	128,706	$	57,748

Unconsolidated Company-Sponsored Funds—The Company does not consolidate its sponsored funds where it has insignificant equity interests in these funds as general partner. As such interests absorb insignificant variability from the fund, the Company is considered to be acting in the capacity of an agent of the fund and is therefore not the primary beneficiary of these funds. The Company accounts for its equity interests in unconsolidated funds under the equity method. The Company's maximum exposure to loss is limited to the outstanding balance of its investment in the unconsolidated funds (Note 3) of $2.1 billion at September 30, 2025 and $2.1 billion at December 31, 2024. The Company also has receivables from its unconsolidated funds for fee revenue and reimbursable or recoverable costs, as discussed in Note 14. At September 30, 2025, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $182.3 million (including commitments attributed to the ownership by employees and former employees in the 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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14. Transactions with Affiliates

Affiliates include (i) investment vehicles that the Company sponsors and/or manages, and in which the Company has an equity interest; (ii) portfolio companies of sponsored funds; and (iii) directors and employees of the Company.

Amounts due from and due to affiliates consist of the following:


(In thousands)	September 30, 2025		December 31, 2024
Due from Affiliates
Investment vehicles and portfolio companies
Fee revenue	$	80,087	$	103,402
Cost reimbursements and recoverable expenses	14,847		19,111

Employees and other affiliates	1,016		1,673
	$	95,950	$	124,186
Due to Affiliates (Note 5)
Other affiliates	$	1,222	$	1,675

Significant transactions with affiliates include the following:

Fee Revenue—Fee revenue earned from investment vehicles that the Company manages and/or sponsors, and in which the Company has an equity interest, are presented in Note 11. Substantially all fee revenue are from affiliates, except for management fees and incentive fees from sub-advisory accounts and generally, other fee revenue.

Cost Reimbursements and Recoverable Expenses—The Company receives reimbursements and recovers certain costs paid on behalf of investment vehicles sponsored by the Company, which include: (i) organization and offering costs related to formation and capital raising of the investment vehicles up to specified thresholds; (ii) professional fees incurred in performing investment due diligence; and (iii) direct and indirect operating costs for managing the operations of certain investment vehicles and their portfolio companies.

To the extent the Company determines it acts in the capacity of principal in the incurrence of such costs, the reimbursements are included in other income, which totaled $2.0 million and $2.1 million for the three months ended September 30, 2025 and 2024, respectively, and $6.9 million and $8.0 million for the nine months ended September 30, 2025 and 2024, respectively. To the extent the Company determines that it acts in the capacity of an agent, the costs incurred and related reimbursements are presented on a net basis in the consolidated statements of operations.

Warehoused Investments—The Company may acquire and temporarily warehouse investments on behalf of prospective sponsored investment vehicles. The warehoused investments are transferred to the investment vehicle when sufficient third party capital, including debt, is raised. The Company may be paid a fee by the investment vehicle, akin to an interest charge, typically calculated as a percentage of the acquisition price of the investment, to compensate the Company for its cost of holding the investment during the warehouse period. The terms of such arrangements may differ for each sponsored investment vehicle and by investment.

Digital Bridge Holdings —Marc Ganzi, Chief Executive Officer of the Company, and Ben Jenkins, President and Chief Investment Officer of the Company, were former owners of Digital Bridge Holdings, LLC ("DBH") prior to its merger into the Company in July 2019. Messrs. Ganzi and Jenkins had retained their equity investments and general partner interests in the portfolio companies of DBH, which included, but were not limited to Vantage Data Centers ("Vantage"). Vantage SDC, which the Company has a direct investment in, is a carve out of the stabilized data center portfolio of Vantage's North American business.

As a result of the personal investments made by Messrs. Ganzi and Jenkins in Vantage prior to the Company’s acquisition of DBH, additional investments made by the Company in Vantage SDC subsequent to its initial acquisition may trigger future carried interest payments to Messrs. Ganzi and Jenkins upon the occurrence of future realization events. Such investments made by the Company include ongoing payments for the build-out of expansion capacity, including lease-up of the expanded capacity and existing inventory, in Vantage SDC.

With respect to investment vehicles sponsored by the Company for which Messrs. Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest entitlement attributed to such investments by Messrs. Ganzi and Jenkins as general partner are not subject to continuing vesting provisions and do not represent compensatory arrangements to the Company. Such carried interest allocation to Messrs. Ganzi and Jenkins that are unrealized or distributed but unpaid are included in noncontrolling interests on the balance sheet in the amount of $64.6 million at September 30, 2025 and $121.1 million at December 31, 2024. Carried interest allocated are recorded as net loss attributable to noncontrolling interests totaling $15.7 million and $56.5 million

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for the three and nine months ended September 30, 2025, respectively, and net income attributable to noncontrolling interests totaling $1.6 million and $8.9 million for the three and nine months ended September 30, 2024, respectively.

Investment in Managed Investment Vehicles—Subject to the Company's related party policies and procedures, certain employees (who may thereafter become former employees) may invest on a discretionary basis in investment vehicles sponsored by the Company, either directly in the vehicle or indirectly through the Company's general partner entities. These investments are not subject to management fees or carried interest, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. Such investments in consolidated investment vehicles and general partner entities totaled $61.9 million at September 30, 2025 and $58.0 million at December 31, 2024, reflected in redeemable noncontrolling interests and noncontrolling interests in investment entities on the balance sheet. The employees' and former employees' share was a net income of $1.5 million and $3.8 million for the three months ended September 30, 2025 and 2024, respectively, and net income of $2.8 million and $5.7 million for the nine months ended September 30, 2025 and 2024, respectively. Such amounts are reflected in net income (loss) attributable to noncontrolling interests on the consolidated statement of operations and exclude their share of carried interest allocation, which is reflected in incentive fee and carried interest compensation expense and net income (loss) attributable to noncontrolling interests.

Private Aircraft—Pursuant to Mr. Ganzi’s employment agreement, the Company has agreed to reimburse Mr. Ganzi for the variable costs of business travel on a chartered or private jet (including any aircraft that Mr. Ganzi may partially or fully own), provided that the Company will not reimburse the allocable share (based on the total number of passengers) of such variable costs for any passenger who is not traveling on Company business. The Company has also agreed to reimburse Mr. Ganzi for the cost of up to 100 hours of personal travel, which is treated as a compensatory arrangement. Additionally, the Company has agreed to reimburse Mr. Ganzi for a proportional share of the fixed cash costs of any aircraft partially or fully owned by Mr. Ganzi. The fixed cost reimbursements will be made based on an allocable portion of annual fixed cash operating costs of the aircraft, based on the total number of hours the aircraft is used for Company business and personal hours claimed (up to 100 hours annually) divided by the total hours flown. Expenses incurred on behalf of Mr. Ganzi and expenses reimbursed or are reimbursable to Mr. Ganzi associated with the use of private aircraft (including both aircraft owned by Mr. Ganzi and third party chartered flights) totaled $0.8 million and $2.4 million for the three months ended September 30, 2025 and 2024, respectively, and $3.5 million and $5.6 million for the nine months ended September 30, 2025 and 2024, respectively.

15. Segment Reporting

Beginning in 2024, the entirety of the Company's business, inclusive of all income and expense from continuing operations of the Company as a whole, is reported as a single reportable segment. The Company no longer distinguishes income (loss) items and attributes costs between its investment management business and corporate activities. The approach of managing the whole Company as a single business is consistent with the manner in which its Chief Executive Officer, in the role as the Company's chief operating decision maker or CODM, assesses the allocation of resources and performance of the Company.

In 2024, prior to the fourth quarter, the segment earnings measure was net income (loss) from continuing operations attributable to DigitalBridge Group, Inc. Effective the fourth quarter of 2024, the segment earnings measure takes into account the cost of financing through preferred stock to arrive at net income (loss) from continuing operations attributable to common stockholders.

The CODM is provided with significant expense categories that are consistent with those disclosed in the consolidated statements of operations and additionally, budgeted fee revenue, compensation and administrative expenses of the Company. This information, along with the segment earnings measure, is used by the CODM to monitor financial performance from core operations of the business against budget and in making strategic decisions regarding key areas of growth for the business and consequently, investment or divestment of resources. The CODM does not review disaggregated assets by segment.

Segment information for prior periods have been conformed to current period presentation.

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Segment Results of Operations

The following table presents net income (loss) from continuing operations attributable to common stockholders for the Company's single reportable segment and is reconciled to the consolidated statement of operations.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues
Fee revenue	$	93,300	$	76,582	$	268,701	$	228,142
Carried interest allocation	(120,213)		(15,799)		(290,751)		263,967
Principal investment income	25,325		9,955		51,069		28,782
Other income	5,406		5,387		17,039		19,963
Total revenues	3,818		76,125		46,058		540,854
Expenses
Compensation expense—cash and equity-based	49,315		43,426		142,427		146,271
Compensation expense—incentive fee and carried interest allocation	(54,000)		(8,474)		(119,676)		163,242
Administrative and other expenses	15,118		27,193		42,504		78,011
Interest expense	4,731		4,129		13,199		12,457
Transaction-related costs	956		1,771		9,585		3,202
Depreciation and amortization	7,130		8,227		22,941		25,491

Total expenses	23,250		76,272		110,980		428,674
Other income (loss)
Other gain (loss), net	6,493		47,927		15,037		50,843
Income (loss) from continuing operations before income taxes	(12,939)		47,780		(49,885)		163,023
Income tax benefit (expense)	221		(887)		(833)		(2,126)
Income (loss) from continuing operations	(12,718)		46,893		(50,718)		160,897
Income (loss) from continuing operations attributable to noncontrolling interests:
Redeemable noncontrolling interests	1,796		580		2,445		1,471
Investment entities	(46,577)		34,024		(134,244)		68,412
Operating Company	566		(144)		1,809		2,982
Income (loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	31,497	$	12,433	$	79,272	$	88,032
Preferred stock dividends	14,661		14,661		43,981		43,981

Income (loss) from continuing operations attributable to common stockholders	$	16,836	$	(2,228)	$	35,291	$	44,051

Reconciliation of segment earnings measure to consolidated statement of operations:
Income (loss) from continuing operations attributable to common stockholders	$	16,836	$	(2,228)	$	35,291	$	44,051
Income (loss) from discontinued operations attributable to common stockholders	(83)		1,345		(2,454)		(12,459)
Net income (loss) attributable to common stockholders	$	16,753	$	(883)	$	32,837	$	31,592

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Geography

Geographic information about the Company's total revenues from continuing operations and long-lived assets, excluding assets of discontinued operations, are as follows. Geography is generally presented as the location in which income generating services are substantially performed.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Total revenues by geography:
United States	$	(7,598)	$	60,779	$	3,747	$	489,751
Europe (1)	8,784		13,205		34,562		43,079
Other	634		22		803		70
Total (2)	$	1,820	$	74,006	$	39,112	$	532,900


(In thousands)	September 30, 2025		December 31, 2024
Long-lived assets by geography:
United States	$	17,623	$	17,514
Europe	11,318		18,547
Other	1,138		2,551
Total (3)	$	30,079	$	38,612

__________

(1) Revenues generated in Europe are predominantly U.S. dollar denominated.

(2) Total revenues excludes cost reimbursement income from affiliates (Note 14) that is included within other income, and income from discontinued operations.

(3) Long-lived assets include lease right-of-use assets and fixed assets, and exclude financial instruments, goodwill, intangible assets and assets of discontinued operations.

16. Commitments and Contingencies

Litigation

The Company may be involved in litigation and other proceedings that arise in the ordinary course of business. As of September 30, 2025, the Company is not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity.

17. Subsequent Events

No subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes.

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FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the safe harbor provisions contained therein. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this Quarterly Report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•difficult market and political conditions, including those resulting from inflation, high interest rates, trade barriers, a general economic slowdown or a recession;

•our ability to raise capital from investors for our Company, our funds and the companies that we manage;

•the performance of our funds and investments relative to our expectations and the highly variable nature of our revenues, earnings and cash flow;

•our exposure to risks inherent in the ownership and operation of infrastructure and digital infrastructure assets, including our reliance on third-party suppliers to provide power, network connectivity and certain other materials and services to our managed companies;

•our exposure to business risks in Europe, Asia, Latin America and other foreign markets, including the impact of changes in foreign exchange rates on the value of our investments;

•our ability to increase assets under management ("AUM") and expand our existing and new investment strategies while maintaining consistent standards and controls;

•our ability to appropriately manage conflicts of interest;

•our ability to expand into new investment strategies, geographic markets and businesses, including through acquisitions in the infrastructure and investment management industries;

•the impact of climate change and regulatory or societal efforts associated with environmental, social and governance matters;

•our ability to maintain effective information and cybersecurity policies, procedures and capabilities and the impact of any cybersecurity incident affecting our systems or network or the system and network of any of our managed companies or service providers;

•the ability of our portfolio companies to attract and retain key customers and to provide reliable services without disruption;

•any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims;

•our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all;

•the general volatility of the securities markets in which we participate;

•the market value of our assets and effects of hedging instruments on our assets;

•the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection and new SEC rules governing investment advisers;

•whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated;

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•our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended;

•changes in our board of directors or management team, and availability of qualified personnel;

•our ability to make or maintain distributions to our stockholders; and

•our understanding of and ability to successfully navigate the competitive landscape in which we and our managed companies operate.

While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers of this Quarterly Report should also read our other periodic filings made with the Securities and Exchange Commission (the "SEC") and other publicly filed documents for further discussion regarding such factors.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and accompanying notes thereto, which are included in Item 1 of this Quarterly Report, as well as information contained in our Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the SEC's website at www.sec.gov.

In this Quarterly Report, unless specifically stated otherwise or the context indicates otherwise, the terms " the "Company," "DBRG," "we," "our" and "us" refer to DigitalBridge Group, Inc. and its consolidated subsidiaries. References to the “Operating Partnership,” our “Operating Company” and the “OP” refer to DigitalBridge Operating Company, LLC, a Delaware limited liability company and the operating company of the Company, and its consolidated subsidiaries.

Our Business

We are a leading global investment manager in digital infrastructure, deploying and managing capital across the digital ecosystem, including data centers, cell towers, fiber networks, small cells, and edge infrastructure. Our diverse global investor base includes public and private pensions, sovereign wealth funds, other asset managers, insurance companies, and endowments. At September 30, 2025, we had $40.7 billion of fee earning equity under management ("FEEUM").

We are headquartered in Boca Raton, Florida, with key offices in New York, London, Luxembourg and Singapore. At September 30, 2025, we had 310 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 September 30, 2025.

Our Investment Management Platform

Our investment management platform is anchored by our value-add funds within the DigitalBridge Partners ("DBP") infrastructure equity series. In providing institutional investors access to investments across different segments of the digital infrastructure ecosystem, our investment offerings have expanded to include core equity, credit and liquid securities.

•Our DBP series of funds focus on value-add digital infrastructure, investing in and building businesses across the digital infrastructure sector.

•Core Equity invests in digital infrastructure businesses and assets with long-duration cash flow profiles, primarily in more developed geographies, through our Strategic Assets Fund ("SAF").

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•DigitalBridge Credit is our private credit strategy that delivers credit solutions to corporate borrowers in the digital infrastructure sector globally through credit financing products such as first and second lien term loans, mezzanine debt, preferred equity and construction/delay-draw loans, among other products.

•Our Liquid Strategies are fundamental long-only, long-short and market-neutral public equities strategies with well-defined mandates, leveraging the network and intellectual capital of our platform to build liquid portfolios of high quality, undervalued businesses across digital infrastructure, real estate, and technology, media, and telecom.

•InfraBridge is focused on mid-market investments in the digital infrastructure, energy and digital adjacent areas of traditional infrastructure (predominantly transportation and logistics via the Global Infrastructure Fund ("GIF") series of funds).

Significant Developments

The following summarizes significant developments that affected our business and results of operations in 2025.

Capital Raise

•In 2025, through the third quarter, we raised $4.1 billion of capital, primarily for the third series in our flagship value-add strategy and also co-investment vehicles.

Realization of Investment

•

DigitalBridge Group, Inc. 10-Q