DigitalBridge Group, Inc. - Annual Report: 2024 (Form 10-K)

(1,089,481)1,078,812 (12,517)(3,518)

________

(1) Inflows include closing on new capital raised where fees are earned on committed capital, deployment of capital where fees are earned on invested capital, new subscriptions where fees are based on NAV, other changes in invested capital such as the effect of recapitalization and syndication, and FEEUM from acquired investment vehicles.

(2) Outflows include redemptions and withdrawals in Liquid Strategies, realizations where fees are based on invested capital, other changes in invested capital such as the effect of recapitalization and syndication, change in fee basis from committed to invested capital, permanent write-down in investment values, and expiration of fee paying capital.

(3) Market activity and other include changes in investment value based on NAV or GAV, and the effect of foreign exchange rates.

FEEUM increased $2.7 billion or 8% to $35.5 billion at December 31, 2024, driven by capital raise for our third flagship fund and co-investment vehicles, and capital deployments. The increase was partially offset by a change in fee basis from committed to invested capital on an InfraBridge fund in December 2024, including the effect of an investment write-down, and the resulting impact from recapitalization and syndication of investments.

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Non-GAAP Supplemental Financial Measures

We report the following non-GAAP financial measures attributable to the Operating Company: Fee Related Earnings (“FRE”) and Distributable Earnings (“DE”). FRE and DE are common metrics utilized in the investment management sector.

We present FRE and DE at the Operating Company level, that is, net of amounts attributed to noncontrolling interests, which include (i) carried interest allocations to certain senior executives of the Company and a third-party investor; (ii) equity interests held by current and former employees and a third-party investor in general partner entities of the Company's sponsored funds; and (iii) limited partners of consolidated funds.

Beginning in 2024, FRE is reported on a Company-wide basis, consistent with the entirety of the Company's business representing a single reportable segment (as discussed in Note 17 to the consolidated financial statements). Prior to 2024, the Company had reported Investment Management FRE, which was an FRE measure specific to its previously reported Investment Management segment. The Investment Management segment previously bore only operating costs that were directly attributable or otherwise can be subjected to a reasonable and systematic attribution to the Investment Management segment. Company-wide FRE includes all operating costs of the Company as a whole that fall within the definition of FRE.

Additionally, Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is no longer reported as a non-GAAP financial measure in 2024 following the discontinuance of the Operating segment effective December 31, 2023. Adjusted EBITDA was previously reported to facilitate an evaluation of the relative contribution of the Company's former Operating segment absent the effect of leverage as the Operating segment had higher leverage relative to the Company's own capital structure.

We believe the non-GAAP financial measures of FRE and DE supplement and enhance the overall understanding of our underlying financial performance and trends, and facilitate comparison among current, past and future periods and to other companies in similar lines of business. We use FRE and DE in evaluating the Company’s ongoing business performance and in making operating decisions. For the same reasons, we believe FRE and DE are useful financial measures to the Company’s investors and analysts.

As we evaluate profitability based upon continuing operations, these non-GAAP measures exclude results from discontinued operations. DE presented for the 2023 comparative period has been recast to exclude the Operating segment which qualified as discontinued operations on December 31, 2023.

These non-GAAP financial measures should be considered as a supplement to and not an alternative or in lieu of GAAP net income (loss) as measures of operating performance, or to cash flows from operating activities as indicators of liquidity. Our calculation of these non-GAAP measures may differ from methodologies utilized by other companies for similarly titled performance measures and, as a result, may not be fully comparable to those calculated by our peers.

Fee-Related Earnings

FRE is used to assess the extent to which direct base compensation and core operating expenses are covered by recurring fee revenues in our investment management business. FRE represents recurring fee revenue, including incentive fees that are not subject to realization events related to underlying fund investments, net of compensation and administrative expenses. Such expenses generally exclude non-cash equity-based compensation, carried interest compensation, and placement fee expense. Also, consistent with DE, FRE excludes non-core items, and presents costs reimbursable by our managed funds on a net basis (as opposed to a gross-up of other income and administrative expenses). Where applicable, FRE is adjusted for Start-Up FRE as defined below.

Fee revenues earned from consolidated funds are eliminated in consolidation. However, because the fees are funded by and earned from third party investors in these consolidated funds who represent noncontrolling interests, our allocated share of net income from the consolidated funds is increased by the amount of fees that are eliminated. The elimination of these fees, therefore, does not affect net income (loss) attributable to DBRG. Accordingly, FRE is presented without giving effect to the elimination of fee revenue to the extent such fees meet the definition of FRE.

FRE does not include distributed carried interest as these are not recurring revenues and are subject to variability given that they are dependent upon realization events related to underlying fund investments. Placement fees are also excluded from FRE as they are inconsistent in amount and frequency depending upon timing of fundraising for our funds. Other items excluded from FRE include realized principal investment income (loss); and interest, dividend and other income, all of which are not core to the investment management fee service business. Unlike DE, which is a post-tax measure, FRE is a pre-tax measure and does not incorporate the effect of income taxes.

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To reflect a stabilized investment management business, FRE is further adjusted to exclude Start-Up FRE, where applicable. Start-Up FRE is FRE associated with new investment strategies that have 1) not yet held a first close raising FEEUM; or 2) not yet achieved break-even FRE only for investment products that may be terminated solely at the Company’s discretion. The Company regularly evaluates new investment strategies and exclude Start-Up FRE until such time a new strategy is determined to form part of the Company’s core investment management business.

We believe that FRE is a useful measure to investors as it reflects the Company’s profitability based upon recurring fee streams that are not subject to realization events related to underlying fund investments, and without the effects of income taxes, leverage, non-cash expenses, income (loss) items that are unrealized and other items that may not be indicative of core operating results in an investment management fee service business. This allows for better comparability of the Company's profitability on a recurring and sustainable basis and relative to its peers.

Distributable Earnings

DE generally represents net realized earnings of the Company and is an indicative measure used by the Company to assess ongoing operating performance and in making decisions related to distributions and reinvestments. Accordingly, we believe DE provides investors and analysts transparency into the measure of performance used by the Company in its decision making.

DE is an after-tax measure that reflects the ongoing operating performance of the Company’s core business by including earnings that are realized and generally excluding non-cash expenses, other income (loss) items that are unrealized and items that may not be indicative of core operating results. This allows the Company and its investors and analysts to assess its operating results on a more comparable basis period-over-period.

Realized earnings included in DE are generally comprised of fee revenue, including all incentive fees, realized principal investment income (loss), distributed carried interest, interest and dividend income. Income (loss) on principal investments is realized when the Company redeems all or a portion of its investment or when the Company receives or is due income such as dividends, interest or distributions of earnings.

The following items are excluded from DE: transaction-related costs; non-core items; other gain (loss); unrealized principal investment income (loss); non-cash depreciation and amortization expense, non-cash impairment charges (if any); amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated expense; non-cash equity-based compensation costs; and preferred stock redemption gain (loss).

Transaction-related costs are incurred in connection with acquisitions and costs of unconsummated transactions. Non-core items primarily include acquisition-related compensation and certain severance costs, as well as litigation and settlement-related matters, which are presented within compensation expense—cash and equity-based, administrative and other expenses, and other gain (loss), net on the GAAP income statement. These costs, along with certain other gain (loss) amounts, are excluded from DE as they are related to discrete items, are not considered part of our ongoing operating cost structure, and are not reflective of our core operating performance.

Other items excluded from DE are generally non-cash in nature, including income (loss) items that are unrealized, or otherwise do not represent current or future cash obligations such as amortization of deferred financing costs. These items are excluded from DE as they do not contribute to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments.

Income taxes applied in the determination of DE generally represents GAAP income tax related to continued operations, and includes the benefit of deductions available to the Company on certain expense items excluded from DE (for example, equity-based compensation). As the income tax benefit arising from these excluded expense items do affect actual income tax paid or payable by the Company in any one period, the Company believes their inclusion in DE is appropriate to more accurately reflect amounts available for distribution.

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Non-GAAP Results

Results of our non-GAAP measures attributable to the Operating Company were determined as follows:


	Year Ended December 31,
(In thousands)	2024		2023		Change
Fee revenue (1)	$	329,784	$	267,148	$	62,636
Cash compensation (1)	(151,265)		(125,954)		(25,311)
Administrative and other expenses (1)	(71,410)		(63,159)		(8,251)
Start-Up FRE	—		3,751		(3,751)
Fee-Related Earnings—attributable to Operating Company	107,109		81,786		25,323
Realized principal investment income (2)	15,884		8,497		7,387
Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation	285		27,927		(27,642)
Interest, dividend and other income	14,424		22,868		(8,444)
Interest expense and preferred dividends	(72,672)		(79,985)		7,313
Placement fees and other expenses	(9,590)		(8,714)		(876)
Income tax benefit (expense)	(2,944)		(6)		(2,938)
Start-up FRE	—		(3,751)		3,751
Distributable Earnings, after tax—attributable to Operating Company	$	52,496	$	48,622	3,874

113

114

/s/

We have served as the Company’s auditor since 2009.

February 21, 2025

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DigitalBridge Group, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

) )

December 31, 2024

December 31, 2023

Assets

Cash and cash equivalents

Restricted cash

Investments ($ and $ at fair value)

Goodwill

Intangible assets

Other assets

Due from affiliates

Assets of discontinued operations

Total assets

Liabilities

Debt

Other liabilities ($ and $ at fair value)

) ) $ $()

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)

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, 2021

()

Net income (loss)

—

()

—

()

Other comprehensive income (loss)

—

()

Stock repurchases

()

—

()

—

()

Cost of DataBank recapitalization

—

()

—

()

—

()

DataBank recapitalization (Note 2)

—

()

—

Exchange of notes for common stock (Note 7)

—

Adjustment of redeemable noncontrolling interest and warrants to fair value (Note 9)

—

()

—

()

—

()

Shares issued for redemption of redeemable noncontrolling interest (Note 9)

—

Transaction costs incurred in connection with redemption of redeemable noncontrolling interest

—

()

—

()

—

()

Reclassification of carried interest allocated to

redeemable noncontrolling interest to

noncontrolling interest in investment entities

(Note 9)

—

Assumption of deferred tax asset resulting from

redemption of redeemable noncontrolling interest

(Note 9)

—

Deconsolidation of investment entities (Note 2)

—

()

—

()

Redemption of OP Units for class A common stock

—

()

Equity-based compensation

—

Shares canceled for tax withholdings on vested equity awards

—

()

—

()

—

()

Acquisition from noncontrolling interests

—

()

—

()

Contributions from noncontrolling interests

—

Distributions to noncontrolling interests

—

()

Preferred stock dividends

—

()

—

()

—

()

Common stock dividends declared ($ per share)

—

()

—

()

—

()

Reallocation of equity (Notes 2 and 9)

—

()

Balance at December 31, 2022

()

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)

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, 2022

()

Net income (loss)

—

()

Other comprehensive income (loss)

—

Stock repurchases

()

—

()

—

()

Changes in common stock par value (Note 8)

—

()

—

DataBank recapitalization (Note 2)

—

()

—

()

—

Vantage SDC expansion capacity funded through equity, net of liability settlement (Note 2)

—

Deconsolidation of investment entities (Note 2 and Note 10)

—

()

—

()

Redemption of OP Units for class A common stock

—

()

Equity-based compensation

—

Shares canceled for tax withholdings on vested equity awards

—

()

—

()

—

()

Contributions from noncontrolling interests

—

Distributions to noncontrolling interests

—

()

Preferred stock dividends

—

()

—

()

—

()

Common stock dividends declared ($ per share)

—

()

—

()

—

()

Reallocation of equity (Notes 2 and 9)

—

()

—

()

Balance at December 31, 2023

()

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)

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

()

Net income (loss)

—

Other comprehensive income (loss)

—

()

—

()

Settlement of Wafra contingent consideration (Note 9)

—

Reclassification of DBRG stock warrants (Note 10)

—

Exchange of notes for common stock (Note 7)

—

Redemption of OP Units for class A common stock

—

()

Equity-based compensation

—

Shares canceled for tax withholdings on vested stock awards

—

()

—

()

—

()

Deconsolidation of sponsored funds (Note 10)

—

()

—

()

Contributions from noncontrolling interests

—

Distributions to noncontrolling interests

—

()

Preferred stock dividends

—

()

—

()

—

()

Common stock dividends declared ($ per share)

—

()

—

()

—

()

Reallocation of equity (Notes 2 and 9)

—

()

—

()

—

Balance at December 31, 2024

()

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)


	Year Ended December 31,
	2024	2023	2022
Cash Flows from Operating Activities
Net income (loss)	$	$	$	()
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized carried interest allocation, net	()	()	()
Unrealized principal investment income	()	()	()
Equity-based compensation
Amortization of deferred financing costs and debt discount and premium, net
Loss on debt extinguishment
Depreciation and amortization
Deferred income tax (benefit) expense	()	()
Other (gain) loss, net	()	()
Other equity method (earnings) losses
Distributions of income from equity investments
Paid-in-kind interest added to loan principal		()	()
Straight-line rent income		()	()
Amortization of above- and below-market lease values, net
Impairment of real estate and intangible assets
Other adjustments, net	()		()
(Increase) decrease in other assets and due from affiliates	()	()
Increase (decrease) in other liabilities and due to affiliates	()
Net cash generated by (used in) operating activities
Cash Flows from Investing Activities
Contributions to and acquisition of equity investments	()	()	()
Return of capital from equity and debt investments
Proceeds from sale of equity investments
Repayment of loans receivable
Acquisition of loans receivable and debt securities			()
Net disbursements on originated loans			()
Proceeds from sales of loans receivable and debt securities
Proceeds from paydown and maturity of debt securities
Purchase of fixed assets	()
Investment deposits		()
Acquisition of InfraBridge, net of cash acquired (Note 3)		()
Net receipt (payment) on settlement of derivatives
Acquisition of and additions to real estate, related intangibles and leasing commissions		()	()
Cash derecognized in deconsolidation of sponsored funds and investment entities	()	()
Proceeds from DataBank recapitalization
Proceeds from sales of real estate investment holding entities
Other investing activities, net			()
Net cash generated by (used in) investing activities	()	()	()

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

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DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows (Continued)

(In thousands)


	Year Ended December 31,
	2024		2023		2022
Cash Flows from Financing Activities
Borrowings on corporate debt
Repayment or redemption of senior notes	()		()		()
Dividends paid to preferred stockholders	$	()	$	()	$	()
Dividends paid to common stockholders	()		()		()
Shares canceled for tax withholdings on vested equity awards	()		()		()
Repurchases of preferred stock			()		()
Repurchases of common stock					()
Contributions from noncontrolling interests
Distributions to and redemption of noncontrolling interests	()		()		()
Payment of contingent consideration to Wafra	()		()
Acquisition of noncontrolling interest					()
Borrowings from investment level debt
Repayments of investment level debt			()		()
Payment of deferred financing costs and prepayment penalties on investment level debt			()		()
Net cash generated by (used in) financing activities	()
Effect of foreign exchange on cash, cash equivalents and restricted cash	()				()
Net increase (decrease) in cash, cash equivalents and restricted cash	()		()		()
Cash, cash equivalents and restricted cash—beginning of period
Cash, cash equivalents and restricted cash—end of period	$		$		$

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


	Year Ended December 31,
	2024	2023	2022
Beginning of period
Cash and cash equivalents	$	$	$
Restricted cash
Assets of discontinued operations—cash and cash equivalents
Assets of discontinued operations—restricted cash
Total cash, cash equivalents and restricted cash—beginning of period	$	$	$

End of period
Cash and cash equivalents	$	$	$
Restricted cash
Assets of discontinued operations—cash and cash equivalents
Assets of discontinued operations—restricted cash
Total cash, cash equivalents and restricted cash—end of period	$	$	$

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

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Supplemental Disclosure of Cash Flow Information

))) ) )


				Year Ended December 31,
(In thousands)				2024					2023	2022
Supplemental Disclosure of Cash Flow Information
Cash paid for interest				$					$	$
Cash received (paid) for income taxes
Operating lease payments for corporate offices
Operating lease payments for a formerly warehoused tower portfolio (Note 2)
Supplemental Disclosure of Cash Flows from Discontinued Operations
Net cash generated by (used in) operating activities of discontinued operations				$	()				$	$
Net cash generated by (used in) investing activities of discontinued operations				()					()	()
Supplemental Disclosure of Noncash Investing and Financing Activities
Dividends and distributions payable				$					$	$
Receivables from asset sales
Contingent consideration for acquisition of InfraBridge
Redemption of OP Units for common stock
Redemption of redeemable noncontrolling interest for common stock
Exchange of notes into shares of class A common stock
Seller note received in sale of NRF Holdco equity (Note 2)
Settlement of Wafra contingent consideration through issuance of class A common stock
Loan receivable relieved in exchange for equity investment acquired
Vantage SDC capacity funded through equity, net of liability settlement (Note 2)
Operating lease ROU assets and lease liabilities established for corporate offices
			$




	2023					2022
			$					$



		()					()






		()					()


		()					()
		()
		()					()
Income (Loss) from discontinued operations attributable to noncontrolling interests:
		()					()
		()					()
()			$	()				$	()

Assets and Liabilities of Discontinued Operations

The Company initially measures assets and liabilities of discontinued operations at the lower of their carrying amounts or fair value less disposal costs. For bulk sale transactions, the unit of account is the disposal group, with any excess of the aggregate carrying value over estimated fair value less costs to sell allocated to the individual assets within the group.

Assets and liabilities of discontinued operations consisted of remaining equity investments excluded from the Company's December 2021 bulk sale of its real estate related investments.

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years for buildings, years for site and building improvements, years for data center infrastructure, and years for furniture, fixtures and equipment. Tenant improvements were amortized over the lesser of the useful life or the remaining term of the lease.

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million cash consideration (net of cash assumed), subject to customary post-closing working capital adjustments, plus a contingent amount based upon achievement of future fundraising targets for InfraBridge's new global infrastructure funds. The estimated fair value of the contingent consideration is subject to remeasurement each reporting period, as discussed in Note 10. $ Contingent consideration at fair value $ $ Assets acquired and liabilities assumed Cash Principal investments Intangible assets Other assets Deferred tax liabilities()()Other liabilities() ()Fair value of net assets acquired Goodwill () $ $

•Principal investments represent acquired interests in InfraBridge funds, valued at their most recent NAV at closing.

•The intangible assets of InfraBridge were composed of the following:

•Management contracts were valued based upon estimated net cash flows expected to be generated from the contracts, with remaining term of the contracts ranging between and years, discounted at %.

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years, discounted at %.

•Deferred tax liabilities were recognized for the book-to-tax basis difference of identifiable intangible assets acquired, net of deferred tax assets assumed.

•Other assets acquired and liabilities assumed include management fee receivable and compensation payable associated with the pre-acquisition period, amounts due to InfraBridge funds and receivable from seller, all of which have largely been settled or relieved.

•Goodwill is the value of the business acquired that is not already captured in identifiable assets, largely represented by the potential synergies from combining the capital raising resources of DBRG and the mid-market infrastructure specialization of the InfraBridge team.

$ Carried interest allocation Marketable equity securities Other equity investments CLO subordinated notes Equity investments of consolidated fundsMarketable equity securities Other investments $ $

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 investment as general partner affiliate alongside the funds' limited partners, primarily with respect to the Company's flagship value-add funds, InfraBridge funds and funds invested in 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 any distributions of income, including from realization events, are recorded in principal investment income on the consolidated statements of operations.

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% 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 % to %. 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 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 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.

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

There was an distribution of carried interest during the year ended December 31, 2024.

Carried interest of $ million was distributed in 2023 and recognized in carried interest allocations, of which $ million of the distributed carried interest was allocated to current and former employees and to Wafra, recorded as either carried interest compensation, other loss, or amounts attributable to noncontrolling interests (Note 16).

Clawback Obligation

The Company did not have a liability for clawback obligations on carried interest distributed as of December 31, 2024 and December 31, 2023.

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 $ million would be subject to clawback as of December 31, 2024, of which $ million would be the responsibility of the employee/former employee recipients and Wafra. 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.

Marketable Equity Securities

Marketable equity securities at December 31, 2024 included securities in a healthcare REIT that was non-traded at December 31, 2023 and became publicly traded through an initial public offering in February 2024. The publicly traded securities in the healthcare REIT have been substantially liquidated following expiration of the underwriters' lock-up in August 2024.

Dividends or other distributions from marketable equity securities are recorded in other income, while changes in fair value are recorded in other gain (loss) on the consolidated statements of operations.

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change in the underlying collateral asset pool. The legal final maturity date, and reinvestment and non-call periods of the CLO were extended by . All of the Company’s subordinated notes remain outstanding. The Company received $ million of excess net proceeds from the refinance as the subordinated note holder, which was applied as a return of capital in October 2024.

The stated legal final maturity of the CLO has been extended to 2037. 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.

$ $ $ $ December 31, 2023

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 December 31, 2024 and 2023, the Company determined that the issued price of the subordinated notes, net of capital distributions, was a reasonable representation of fair value and that the CLO subordinated notes are not impaired.

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 15). Equity investments of consolidated funds are composed primarily of marketable equity securities held by funds in the liquid securities strategy and equity investments in digital infrastructure portfolio companies held by 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.

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$ Total liabilities Owners' equity

Selected Combined Statements of Operations Information


	Year Ended December 31,
(In thousands)	2024	2023	2022
Total revenues	$	$	$
Net income (loss)

Business combination (Note 3)

()

Ending balance (1)

$ $

__________

million at December 31, 2024 million at December 31, 2023.

Intangible Assets

$()$ $ $()$ Investor relationships () () Trade name () ()

Other (3)

() () $ $()$ $ $()$

__________

(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 $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. There was impairment of identifiable intangible assets in the periods presented.

Future Amortization of Intangible Assets

$ $ $ $ $ $

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Operating lease right-of-use asset for corporate offices

Accounts receivable, net Prepaid expenses Other assets

Fixed assets, net (1)

Total other assets$ $

__________

(1) Net of accumulated depreciation of $ million at December 31, 2024 and $ million at December 31, 2023.

Other Liabilities

Interest payable on corporate debt

Common and preferred stock dividends payable Amortized CostPrincipalPremium (Discount), netDeferred Financing CostAmortized Cost ()$ $ $()$()$

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million aggregate principal amount of % Secured Fund Fee Revenue Notes, Series 2021-1, Class A-2 (the “Class A-2 Notes”); and (ii) up to $ million (following a $ million increase in April 2022) 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 its 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.

%September 2026

Variable Funding Notes

—

Adjusted 1-month Term SOFR + %

September 2025NA

__________

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

extension.

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 % 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 2024, the remaining % exchangeable senior notes issued by the OP with outstanding principal of $ million was extinguished, of which $ million was exchanged for million shares of the Company's class A common stock, and $ 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.

In 2022, DBRG and the OP completed separate privately negotiated exchange transactions with certain noteholders of the % exchangeable notes. The Company exchanged in aggregate $ million of outstanding principal of the % exchangeable notes into shares of the Company's class A common stock and paid $ million of cash. The exchanges resulted in a debt extinguishment loss of $ million, calculated as the excess of consideration paid over the carrying value of the notes exchanged, and recorded in other loss on the consolidated statement of operations. Consideration was measured at fair value based upon the closing price of the Company's class A common stock on the date of the respective exchanges, and cash paid, net of transaction costs. The exchanges did not qualify as debt conversion and were treated as debt extinguishment as the Company issued less than the number of shares issuable under the stated exchange ratio of 108.696 shares per $1,000 of note principal exchanged.

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Stock repurchases()()— Exchange of notes for class A common stock— — Shares issued upon redemption of OP Units— —

Shares issued for redemption of redeemable noncontrolling interest (Note 9)

— — Equity awards issued, net of forfeitures— — Shares canceled for tax withholding on vested equity awards— ()— Shares outstanding at December 31, 2022 Stock repurchases()— — Shares issued upon redemption of OP Units— — Equity awards issued, net of forfeitures— — Shares canceled for tax withholding on vested equity awards— ()— Shares outstanding at December 31, 2023 ))()()) ) )) () $ $

Changes in Components of AOCI—Noncontrolling Interests in Investment Entities )) )

()

20232022 $ Other gain (loss), net

Income (loss) from discontinued operations

Other gain (loss), net

Income (loss) from discontinued operations

() Income (loss) from discontinued operations

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$ $ Contributions Distributions paid and payable, including redemptions()()()Net income (loss) ()Adjustment of Wafra's interest to redemption value and DBRG stock warrants held by Wafra to fair value Redemption of Wafra's interest ()Reclassification of DBRG stock warrants held by Wafra to liability in May 2022 ()Reclassification of Wafra's carried interest allocation to noncontrolling interests in investment entities in May 2022 ()Ending balance$ $ $

Redeemable Noncontrolling Interest in Investment Management in 2022

On May 23, 2022, the Company redeemed the % noncontrolling interest in its investment management business held by a private investment firm, Wafra, pursuant to a purchase and sale agreement ("PSA") entered into in April 2022.

In connection with Wafra's initial investment in the Company's investment management business in July 2020, Wafra had assumed directly and also indirectly through a participation interest $ million of the Company's commitments to DBP I, and has a $ million commitment to DBP II that has been partially funded to-date. These are the Company's

flagship value-add funds within the DigitalBridge Partners ("DBP") infrastructure equity series. Wafra had also agreed to make commitments to the Company's future funds and investment vehicles on a pro rata basis with the Company based on Wafra's percentage interest in the investment management business, subject to certain caps.

Pursuant to the PSA, Wafra’s entitlement to carried interest in DBP II was reduced from % to %, and with certain limited exceptions, Wafra sold or gave up its right to invest in, or receive carried interest from, future investment management products, but except as otherwise provided, retained its investment in and its allocation of carried interest from existing investment management products.

Consideration for the redemption of Wafra's interest consisted of: (i) an upfront payment of $ million in cash and shares of the Company's class A common stock valued at $ million based upon the closing price of the Company's class A common stock on May 23, 2022; and (ii) Wafra's right to earn a contingent amount up to $ million if the Company raises fee earning equity under management (as defined in the PSA) up to $ billion during the period from December 31, 2021 to December 31, 2023, payable in March 2023 for portion earned in 2022 and March 2024 for any remaining portion earned in 2023, with up to % payable in shares of the Company's class A common stock at the Company's election. The Company paid Wafra in cash $ million of the contingent amount in March 2023 and remaining $ million was paid in March 2024 as $ million of cash and $ million of shares of the Company's class A common stock.

The carrying value of Wafra's redeemable noncontrolling interest was adjusted to fair value prior to redemption, initially based upon an estimate of consideration payable at March 31, 2022 when redemption was deemed to be probable, including the maximum potential contingent amount of $ million. This adjustment resulted in an allocation from additional paid-in capital to redeemable noncontrolling interests on the consolidated balance sheet.

The unrealized carried interest earnings allocated to Wafra that was retained and no longer subject to redemption was reclassified in May 2022 to permanent equity, included in noncontrolling interests in investment entities.

Additionally, in July 2020, the Company had also issued Wafra warrants to purchase up to an aggregate of % of the Company’s class A common stock (% at the time of the transaction, on a fully-diluted, post-transaction basis), as described further in Note 10. In connection with the redemption, the terms of the warrants were amended, among other things, to provide 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 % of the issued and outstanding shares of the

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million of deferred tax asset.

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 -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.

in 2024 and in 2023 through issuance of an equal number of shares of class A common stock on a -for-one basis.

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$ $ $ CLO subordinated notes Equity investments of consolidated funds Fair Value Option:Equity method investment LiabilitiesOther liabilities

InfraBridge contingent consideration

DBRG stock warrants

Securities of consolidated funds sold short

December 31, 2023AssetsInvestments (Note 4)Marketable equity securities$ $ $ $ CLO subordinated notes Equity investments of consolidated funds Fair Value Option:Equity method investment LiabilitiesOther liabilities

InfraBridge contingent consideration

DBRG stock warrants

Securities of consolidated funds sold short

Equity Investments of Consolidated Funds

Equity investments of consolidated funds include marketable equity securities held by our liquid strategy funds, valued based upon listed prices in active markets, classified as Level 1; and equity investments in digital infrastructure portfolio companies held by single asset funds. The marketable equity securities comprise publicly listed stocks in the U.S. and Europe, and primarily in the digital infrastructure, real estate, technology, media and telecommunications sectors. The

other equity investment, classified as level 3, was valued at December 31, 2024 using a market approach that considers revenue multiples of other comparable companies, and at December 31, 2023, was carried at its recent transacted price. Additionally, at December 31, 2023, fair value of an underlying portfolio company held by two single asset funds, prior to deconsolidation of the funds (Note 2), was determined using a discounted cash flow model based upon projected net operating income of the investee with exit capitalization rate of % and discounted at %, classified as level 3.

In April 2024, single asset funds were deconsolidated as the Company no longer holds a controlling financial interest in these funds. The Company's co-investment in Vantage SDC, the portfolio company of the underlying funds, was restructured and is no longer held through the funds, but through a parallel vehicle. The deconsolidation of these funds resulted in a removal of approximately $ million of net assets attributed to the limited partners of the funds that had represented noncontrolling interests in investment entities. Subsequent to deconsolidation of the funds, the Company's co-investment in Vantage SDC is reflected as a principal investment under the equity method with the election of fair value option.

Prior to December 31, 2023, equity investments of consolidated funds included equity interests in pooling entities that hold a portfolio of loans, invested alongside other parallel funds within the same credit fund complex. Fair value of the fund's equity interests in the pooling entities was based upon its share of expected cash flows from the loan assets held by the pooling entities, classified as level 3. In estimating fair value of the underlying loans, the pooling entities considered the prevailing market yields at which a third party might expect to receive on equivalent loans with similar credit risk. Based upon a comparison to market yields, it was determined that the transacted price or par value of the loans held by the pooling entities approximated their fair value. In December 2023, following a reorganization of the Company's ownership interest within the fund structure, the credit fund was deconsolidated and the Company's interest in the credit fund was reflected as a principal investment under the equity method.

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% and % (weighted average discount rate based upon relative fair value of %) at December 31, 2024, and using a discount rate of %, and also taking into consideration a comparison to market values of similar public companies at December 31, 2023. 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

As discussed in Note 9, the Company had previously issued warrants to Wafra in July 2020. Each warrant entitled Wafra to purchase up to shares of the Company's class A common stock at staggered strike prices between $ and $ each, exercisable through July 17, 2026.

Effective May 2022, the warrants were carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations. In March 2024, of the five warrants were reclassified to equity at their prevailing fair value following an amendment to the terms of the warrants in connection with a sale of the warrants by Wafra to a third party. The equity-classified warrants are no longer subject to fair value remeasurement. warrants have been exercised to-date.

At December 31, 2024, 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 % (% at December 31, 2023); (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 % per annum (% per annum at December 31, 2023), derived from the daily U.S. Treasury yield curve rates to correspond to the remaining term to expiration of the warrants.

Contingent Consideration

In connection with the acquisition of InfraBridge, contingent consideration is payable if prescribed fundraising targets are met. In measuring the contingent consideration at December 31, 2024 and December 31, 2023, the Company applied a probability-weighted approach to the likelihood of meeting various fundraising targets and discounted the estimated future contingent consideration payment at % and %, respectively, to derive a present value amount, classified as Level 3 of the fair value hierarchy.

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$ $ $()$ Contributions Consolidation of sponsored funds Business combination ()

Change in consolidated fund's share of equity investment (2)

Paydown of underlying loans held by equity investment of consolidated fund

() )) ) )) $ $ $ $ Granted Vested() () () Forfeited()() ()()()

Unvested shares and units at December 31, 2024

__________

(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.

Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.

million, which is expected to be recognized over a weighted average period of years.

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)$ $ State and local ()Foreign()()()Total current tax benefit (expense)()() DeferredFederal ()()State and local ()Foreign Total deferred tax benefit (expense) ()Income tax benefit (expense) on continuing operations$()$()$()

The Company has income tax benefits recognized for uncertain tax positions as of and during the years ended December 31, 2024 and 2023.

Deferred Income Tax Asset and Liability

Deferred tax asset and deferred tax liability are presented within other assets, and other liabilities, respectively.

Net operating losses (2)

Investment in partnerships Equity-based compensation Intangible assets Deferred income Deferred interest expense

Lease liability—corporate offices

Other Gross deferred tax asset Valuation allowance()()Deferred tax asset, net of valuation allowance Deferred tax liabilityIntangible assets

ROU lease asset—corporate offices

Other Gross deferred tax liability Net deferred tax asset (liability)$()$()

__________

(1) At December 31, 2024 and 2023, deferred tax asset was recognized on capital losses of $ billion and $ billion, respectively, which expire between 2025 and 2028, with full valuation allowance established in both years.

(2) At December 31, 2024 and 2023, deferred tax asset was recognized on NOL of $ million and $ million, respectively, for which full valuation allowance was established in both years. NOL, which is largely attributable to U.S. federal losses incurred after December 31, 2017, can be carried forward indefinitely.

106

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$ $ Addition Utilization and/or reversal()() Ending balance $ $

Deferred Income Taxes

In 2022, significant deferred tax assets were recognized with an offsetting valuation allowance. As a result of the Company's transition to a taxable C Corporation commencing with the taxable year ended December 31, 2022, $ million of deferred tax asset was recognized as of January 1, 2022 related principally to capital loss carryforwards and outside basis difference in DBRG's interest in the OP, and $ million was recorded during 2022 related to changes in DBRG’s interest in the OP that were treated as equity transactions. Outside basis difference in investment in partnerships along with NOL generated by a subsidiary during 2022 further contributed to the deferred tax asset balance in 2022. At December 31, 2022, it was determined that the realizability of these deferred tax assets did not meet the more-likely-than-not threshold, and consequently, a full valuation allowance was established against these deferred tax assets. In assessing realizability, the Company determined that there were no prudent and feasible tax planning strategies that the Company could employ to reasonably assure the future realizability of its carryforward losses and other deferred tax assets. In the absence of tax planning strategies and given the Company’s history of cumulative operating losses, which was largely a product of the recent transition in the Company's business, it was difficult to overcome the resulting uncertainties over the Company’s ability to generate future taxable income to realize these deferred tax assets.

As of December 31, 2024 and 2023, a full valuation allowance has been maintained as the more-likely-than-not threshold continues to not be met in assessing realizability of deferred tax assets. As a result, income tax expense in 2024 and 2023 primarily reflects the income tax effect of foreign subsidiaries.

In future periods, if the realizability of all or some portion of these deferred tax assets becomes more likely than not, the associated valuation allowance would be reversed as a deferred tax benefit.

Foreign Subsidiary Earnings

The Company has evaluated all unremitted earnings of its foreign subsidiaries, which may be repatriated at the Company’s election, and has not recorded any deferred tax liability as no material taxes are expected to be due if and when these amounts are repatriated.

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$ $()Federal income tax benefit (expense) at statutory tax rate (21%)()() State and local income taxes, net of federal income tax benefit() Foreign income tax differential() Noncontrolling interests ()()Separately taxable subsidiaries of OP() Change in ownership of OP, including equity reallocation (Note 2) ()Equity-based compensation()

Valuation allowance (1)

()Other, net()()()Income tax benefit (expense) on continuing operations$()$()$()

__________

Tax Examinations

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million at December 31, 2024 and $ million at December 31, 2023. 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. The Company does not have unfunded commitments to consolidated funds. $

Investments (Note 4)

Other assets $ $ LiabilitiesOther liabilitiesSecurities sold short$ $ Due to custodian Other $ $

billion at December 31, 2024 and $ billion at December 31, 2023. The Company also has receivables from its unconsolidated funds for fee revenue and reimbursable or recoverable costs, as discussed in Note 16. At December 31, 2024, the Company's unfunded commitments to its unconsolidated funds as general partner and general partner affiliate totaled $ 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.

$ Cost reimbursements and recoverable expenses Employees and other affiliates $ $

Due to Affiliates (Note 6)

) ) ) ))

115

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2024.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

Management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Our internal control system was designed to provide reasonable assurance to management and our board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their attestation report, which is included herein.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of DigitalBridge Group, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited DigitalBridge Group, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, DigitalBridge Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of DigitalBridge Group, Inc. as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Los Angeles, California

February 21, 2025

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Item 9B. Other Information.

On February 17, 2025, the compensation committee of the board of directors of the Company approved the grant of a one-time, non-recurring $400,000 retention cash award (“Award”) to each of Geoffrey Goldschein and Liam Stewart (each, an “Executive”), to be paid on March 4, 2025. The Award must be repaid to the Company by the Executive only if the Executive resigns without Good Reason (as defined in such Executive’s employment agreement) prior to the one-year anniversary of the grant date.

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2024, none of the Company’s directors or executive officers or any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

118

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Item 10 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.

Item 11. Executive Compensation.

The information required by Item 11 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.

Item 14. Principal Accountant Fees and Services.

The information required by Item 14 is hereby incorporated by reference to the definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.

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PART IV

Item 15. Exhibits and Financial Statements.

(a)(1) and (2). Financial Statements and Schedules of DigitalBridge Group, Inc.

See Item 8 above. All other schedules are omitted because they are not applicable, or the required information is included in the consolidated financial statements or notes thereto.

(a)(3) Exhibits

The Exhibit Index attached hereto is incorporated by reference under this item.

Item 16. Form 10-K Summary

None.

EXHIBIT INDEX


Exhibit Number						Description

3.1						Restated Charter of DigitalBridge Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
3.2						Amended and Restated Bylaws of DigitalBridge Group, Inc., effective August 1, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
3.3						Articles Supplementary designating 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed on June 5, 2017)
3.4						Articles Supplementary designating 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form 8-A filed on September 22, 2017)
4.1						Form of stock certificate evidencing the 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on June 5, 2017)
4.2						Form of stock certificate evidencing the 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on September 22, 2017)
4.3						Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorp orated by reference to Exhibit 4.5 to the C ompany's Annual Report on Form 10-K filed on February 23, 2024)
4.4						Form of Class A Common Stock Purchase Warrant of DigitalBridge Group, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 24, 2022)
4.5						Registration Rights Agreement, dated as of July 21, 2020, by and among DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC), DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc.) and the initial purchasers party thereto (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on July 23, 2020)
4.6						Base Indenture, dated as of July 9, 2021, by and among DigitalBridge Issuer, LLC, DigitalBridge Co-Issuer, LLC, together as Co-Issuers, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 15, 2021)
4.7						First Amendment to Base Indenture, dated as of April 1, 2022, by and among DigitalBridge Issuer, LLC, DigitalBridge Co-Issuer, LLC, together as Co-Issuers, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 5, 2022)
4.8						Series 2021-1 Supplement to Base Indenture, dated as of July 9, 2021, by and between DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers of the Series 2021-1 secured fund fee revenue notes, Class A-2, and Series 2021-1 variable funding senior notes, Class A-1, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on July 15, 2021)
4.9						Amendment No. 1 to Series 2021-1 Supplement to Base Indenture, dated as of April 1, 2022, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on April 5, 2022)
10.1						Third Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2017)
10.2						Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC), dated as of June 23, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2017)
10.3						Amendment No. 2 to the Third Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC), dated as of October 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017)
10.4						Amendment No. 3 to the Third Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC), dated as of October 18, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017)

120


Exhibit Number						Description

10.5						Amendment No. 4 to the Third Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC), dated as of November 5, 2018 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2018)
10.6						Amendment No. 5 to the Third Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC (f/k/a Colony Capital Operating Company, LLC), dated as of July 1, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on August 9, 2021)
10.7						Form of Indemnification Agreement, by and between DigitalBridge Group, Inc. (f/k/a Colony NorthStar, Inc.) and the Officers and Directors of DigitalBridge Group, Inc. (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K12B filed on January 10, 2017)
10.8†						DigitalBridge Group, Inc. 2014 Omnibus Stock Incentive Plan, as amended and restated on August 22, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 22, 2022)
10.11						Agreement of Purchase and Sale, dated as of April 14, 2022, by and among DigitalBridge Digital IM Holdco, LLC, Wafra Strategic Holdings LP, W-Catalina (B) LLC, W-Catalina (S) LLC, W-Catalina (C) LLC, and, solely with respect to certain sections, DigitalBridge Group, Inc. and DigitalBridge Operating Company, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 18, 2022)
10.12						Registration Rights Agreement, dated as of May 23, 2022, by and between DigitalBridge Group, Inc. and Wafra Strategic Holdings LP (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 24, 2022)
10.13						Amended and Restated Carried Interest Participation Agreement, dated as of May 23, 2022, by and among Colony DCP (CI) Bermuda, LP, Colony DCP (CI) GP, LLC, DigitalBridge Operating Company, LLC, DigitalBridge Group, Inc. and W-Catalina (C) LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 24, 2022)
10.14†						Amended and Restated Restrictive Covenant Agreement, dated as of July 17, 2020, by and between DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc.) and Marc Ganzi (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on July 23, 2020)
10.15†						Employment Agreement, dated as of July 25, 2019, between DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc.) and Marc Ganzi (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 30, 2019)
10.17†						Employment Agreement, dated as of November 13, 2023, between DigitalBridge Group, Inc. and Jacky Wu (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2023)
10.18†						Amended and Restated Employment Agreement, dated as of March 28, 2022, between DigitalBridge Group, Inc. and Benjamin J. Jenkins (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2022)
10.19†						Amended and Restated Employment Agreement, dated as of March 28, 2022, between DigitalBridge Group, Inc. and Liam Stewart (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2022)
10.20†						Employment Agreement, dated as of August 22, 2023, between DigitalBridge Group, Inc. and Geoffrey Goldschein (incorporated by reference Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2023)
10.21†						Employment Agreement between the Company and Thomas Mayrhofer, dated as of November 27, 2023 (incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K filed on December 4, 2023)
10.25						Class A-1 Note Purchase Agreement, dated as of July 9, 2021, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, each of DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC, DigitalBridge Guarantor, LLC and DigitalBridge Co-Guarantor, LLC, as Co-Guarantors, Colony Capital Investment Holdco, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Barclays Bank PLC, as L/C Provider and Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 15, 2021)
10.26						Amendment No. 1 Class A-1 Note Purchase Agreement, dated as of April 1, 2022, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, each of DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC, together as Asset Entities, DigitalBridge Guarantor, LLC and DigitalBridge Co-Guarantor, LLC, together as Co-Guarantors, DigitalBridge Investment Holdco, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Barclays Bank PLC, as L/C Provider and Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 5, 2022)
10.27						The Guarantee and Security Agreement, dated as of July 9, 2021, between DigitalBridge Guarantor, LLC and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 15, 2021)
10.28						The Guarantee and Security Agreement, dated as of July 9, 2021, between DigitalBridge Co-Guarantor, LLC and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on July 15, 2021)
10.29						Management Agreement, dated as of July 9, 2021, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, each of DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC, DigitalBridge Guarantor, LLC and DigitalBridge Co-Guarantor, LLC, as Co-Guarantors, and Colony Capital Investment Holdco, LLC, as Manager (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on July 15, 2021)
10.30						Amended and Restated Equity Purchase Agreement, by and among AMP Group Holdings Limited, AMP Capital Investors International Holdings Limited, DigitalBridge Operating Company, LLC and DigitalBridge Investment Holdco, LLC, dated as of December 19, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2022)
10.31†						Form of Restricted Stock Agreement under 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 21, 2024)
10.32†						Form of Performance Restricted Stock Unit Agreement under 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 21, 2024)
10.33†						DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed by the Company on April 29, 2024)
10.34†						Form of Restricted Stock Agreement under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2024)


Exhibit Number						Description

10.35†						Form of Performance Restricted Stock Unit Agreement under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2024)
10.36†						Consulting Agreement between Jacky Wu and the Company (pursuant to the terms of Mr. Wu’s employment agreement), dated as of June 30, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2024)
19*
21.1*						List of Subsidiaries of DigitalBridge Group, Inc.
23.1*						Consent of Ernst & Young LLP
31.1*						Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Thomas Mayrhofer, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Thomas Mayrhofer, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97						Executive Compensation Clawback Policy, adopted October 27, 2023 (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on February 23, 2024)
101.INS**						XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
104**						Cover Page Interactive Data File

__________

† Denotes a management contract or compensatory plan contract or arrangement.

* Filed herewith.

** The document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 21, 2025


DigitalBridge Group, Inc.

By:						/s/ Marc C. Ganzi
						Marc C. Ganzi
						Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas Mayrhofer and Geoffrey Goldschein and each of them severally, her or his true and lawful attorney-in-fact with power of substitution and re-substitution to sign in her or his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as she or he might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and her or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Marc C. Ganzi

Chief Executive Officer (Principal Executive Officer)

February 21, 2025

Marc C. Ganzi

/s/ Thomas Mayrhofer

Chief Financial Officer (Principal Financial Officer)

February 21, 2025

Thomas Mayrhofer

/s/ Tracey Teh

Chief Accounting Officer (Principal Accounting Officer)

February 21, 2025

Tracey Teh

/s/ James Keith Brown

Director

February 21, 2025

James Keith Brown

/s/ Nancy A. Curtin

Director

February 21, 2025

Nancy A. Curtin

/s/ Jeannie H. Diefenderfer

Director

February 21, 2025

Jeannie H. Diefenderfer

/s/ Gregory J. McCray

Director

February 21, 2025

Gregory J. McCray

/s/ Sháka Rasheed

Director

February 21, 2025

Sháka Rasheed

/s/ Dale Anne Reiss

Director

February 21, 2025

Dale Anne Reiss

/s/ Ian Schapiro

Director

February 21, 2025

Ian Schapiro

/s/ David M. Tolley

Director

February 21, 2025

David M. Tolley

DigitalBridge Group, Inc. - Annual Report: 2024 (Form 10-K)

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