DigitalBridge Group, Inc. (DBRG)

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, 2025, 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 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, and fiber networks. Our diverse global investor base includes public and private pensions, sovereign wealth funds, other asset managers, insurance companies, and endowments. At June 30, 2026, we had $40.2 billion of fee earning equity under management ("FEEUM").

Our head office is in Boca Raton, Florida, with key offices in New York, London, Luxembourg and Singapore. At June 30, 2026, we had 303 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 98% of the Operating Company at June 30, 2026.

SoftBank's Proposed Acquisition of DBRG

On December 29, 2025, DBRG, the Operating Company and indirect subsidiaries of SoftBank entered into the SoftBank Merger Agreement pursuant to which, among other things, DBRG and the Operating Company would be acquired by such indirect subsidiaries through a series of mergers.

SoftBank, through its indirect subsidiaries, will acquire all of (i) DBRG's issued and outstanding common stock and (ii) the OP common units that are not held by DBRG and the Operating Company (unless otherwise agreed by a holder of OP units and SoftBank through its indirect subsidiary), for $16.00 per share or per unit in cash. The preferred stock of DBRG and the Operating Company will remain outstanding. All warrants to purchase DBRG's common stock have either been exercised or otherwise expired in July 2026.

The required approval or consent for the SoftBank Merger has been received from DBRG's common stockholders and from the Company's flagship investment funds and a specified percentage of fee-paying clients. As of the date of this filing, consummation of the SoftBank Merger is still subject to receipt of regulatory approvals and satisfaction of customary closing conditions.

The SoftBank Merger Agreement contains customary termination rights for both parties, including, among others, the right of either party to terminate the SoftBank Merger Agreement if the SoftBank Merger is not consummated on or before March 29, 2027, which may be extended by either party by up to 90 days if the closing conditions related to required regulatory approvals or absence of legal restraints prohibiting the SoftBank Merger have not been satisfied or waived but all other conditions (other than those that by their nature are to be satisfied by actions taken at the closing) have been satisfied or waived. Under certain limited circumstances, the Company or SoftBank (through its indirect subsidiary) may be required to pay a termination fee of $96 million and $154 million, respectively, pursuant to the SoftBank Merger Agreement in connection with such termination.

Subject to conditions set forth in the SoftBank Merger Agreement, the SoftBank Merger is expected to be completed in the second half of 2026. Following consummation of the SoftBank Merger, the Company will become an indirect subsidiary of SoftBank, but will continue to operate as a separately managed platform.

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There can be no assurance that the SoftBank Merger will be consummated. Risks and uncertainties associated with the SoftBank Merger are discussed in Part II, Item 1A, “Risk Factors—Risks Related to the SoftBank Merger and the ArcLight Acquisition” in this quarterly report on Form 10-Q. All forward-looking statements herein do not take into account the impact of, or give any effect to, the SoftBank Merger.

Additional information related to the SoftBank Merger Agreement is included in our Current Report on Form 8-K filed on December 30, 2025 and our Current Report on Form 8-K filed on April 23, 2026.

DBRG's Proposed Acquisition of ArcLight

On May 23, 2026, DBRG and its subsidiaries entered into a definitive agreement to acquire ArcLight, a leading specialist investor in power and electric infrastructure, for a total purchase price of up to $1.05 billion. The consideration is composed of a base purchase price of $650 million plus a contingent consideration of up to $400 million payable based upon annual ArcLight earnings for each fiscal year from 2027 through 2029.

The ArcLight Acquisition will be funded through a combination of cash on hand and debt financing. In connection therewith, the Company has obtained a commitment for a secured bridge loan facility of up to $500 million. The Company expects that any amounts drawn therefrom will be refinanced through issuance of additional senior notes under its securitization facility.

The ArcLight Acquisition is conditioned upon closing of the SoftBank Merger, and is subject to customary closing conditions, including regulatory approvals and consents from limited partners of ArcLight funds.

The ArcLight Acquisition is subject to customary termination rights, including, among others, (a) the right of either party to terminate (i) if the ArcLight Acquisition is not consummated on or before the later of March 31, 2027 and six months after consummation of the SoftBank Merger (subject to extension in certain circumstances) or (ii) if the SoftBank Merger is validly terminated in accordance with its terms; and (b) the right of ArcLight to terminate (i) if the SoftBank Merger is not consummated on or before March 31, 2027 or (ii) if the ArcLight Acquisition is not consummated on or before March 31, 2027 (subject to extension in certain circumstances, and at such time all other conditions to closing are satisfied or capable of being satisfied, including consummation of the SoftBank Merger, except for receipt of certain regulatory approvals related to the ArcLight Acquisition). With respect to a termination under certain limited circumstances, the Company may be subject to a termination fee of $30 million.

There can be no assurance that the ArcLight Acquisition will be consummated. Risks and uncertainties associated with the ArcLight Acquisition are discussed in Part II, Item 1A, “Risk Factors—Risks Related to the SoftBank Merger and the ArcLight Acquisition” in this quarterly report on Form 10-Q. All forward-looking statements herein do not take into account the impact of, or give any effect to, the ArcLight Acquisition.

Additional information related to the ArcLight Acquisition is included in our Current Report on Form 8-K filed on May 27, 2026.

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 commingled funds focus on value-add digital infrastructure, investing in and building businesses across the digital infrastructure sector.

•Core Equity invests in stabilized digital infrastructure platforms with long-duration cash flow profiles, primarily in more developed geographies, that offer consistent and predictable current yields, through our Strategic Assets Fund ("SAF").

•DigitalBridge Credit is our credit strategy that delivers credit solutions to corporate borrowers in the digital infrastructure sector globally through credit financing products, ranging from first and second lien term loans, and mezzanine debt to preferred equity.

•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.

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•InfraBridge is a middle market equity investor, specializing in digital infrastructure, energy and digital adjacent areas of traditional infrastructure (predominantly transportation and logistics) via the Global Infrastructure Fund ("GIF") series of funds).

Operating Metrics

Fee Earning Equity Under Management

We present below our FEEUM, which is a key operating metric in the alternative investment management industry. Our calculation of FEEUM may differ from other investment managers, and as a result, may not be directly comparable to similar measures presented by other investment managers.

FEEUM represents the total capital managed by the Company and its affiliates which earns fee income. FEEUM is generally based upon committed capital, invested capital, NAV or gross asset value ("GAV"), pursuant to the terms of each underlying investment management agreement.

Presented below is total FEEUM by product:

The following table summarizes changes in FEEUM:

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(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 includes changes in investment value based on NAV or GAV, and the effect of foreign exchange rates.

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Fund Performance Metrics

Certain performance metrics for our key investment funds from inception through June 30, 2026 are presented in the table below. Excluded are funds with less than one year of performance history as of June 30, 2026, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies. The historical performance of our funds is not indicative of their future performance nor indicative of the performance of our other existing funds or of any of our future funds. An investment in DBRG is not an

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes thereto, which are included in Item 8. " Financial Statements and Supplementary Data " of this Annual Report.

Significant Developments

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

Proposed Acquisition of DBRG

•On December 29, 2025, DBRG entered into a definitive agreement to be acquired indirectly by SoftBank for $16.00 in cash per common share and OP common units that are not held by DBRG and the Operating Company (unless otherwise agreed by a holder of OP units and SoftBank through its indirect subsidiary). The transaction is expected to close in the second half of 2026, subject to approval by DBRG's common stockholders and other customary closing conditions. The preferred stock of DBRG and the Operating Company will remain outstanding. Warrants to purchase DBRG's common stock will be treated in accordance with the terms of the applicable warrant agreements.

Capital Raise

•In 2025, we raised $5.6 billion of capital, primarily for DigitalBridge Partners III ("DBP III"), our third flagship digital infrastructure fund which had its final closing on October 31, 2025, and various co-investment vehicles.

DBP III fund commitments totaled $7.2 billion, inclusive of $150 million of our commitments as general partner and general partner affiliate.

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Realization of Investment

•In connection with our participation in a secondary sale of equity by our DataBank portfolio company in February 2025, we received proceeds of approximately $59.7 million, representing $34.0 million realized principal investment income, $24.8 million return of capital and our share of carried interest of $0.9 million.

Operating Metrics

Fee Earning Equity Under Management

We present below our FEEUM, which is a key operating metric in the alternative investment management industry. Our calculation of FEEUM may differ from other investment managers, and as a result, may not be directly comparable to similar measures presented by other investment managers.

FEEUM represents the total capital managed by the Company and its affiliates which earns fee income. FEEUM is generally based upon committed capital, invested capital, NAV or gross asset value ("GAV"), pursuant to the terms of each underlying investment management agreement.

Presented below is total FEEUM by product:

The following table summarizes changes in FEEUM:

________

(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 includes changes in investment value based on NAV or GAV, and the effect of foreign exchange rates.

FEEUM increased $5.5 billion or 15% to $41.0 billion at December 31, 2025, driven by capital raise for our third flagship fund and new co-investment vehicles, as well as deployment of previously raised capital. This was partially offset by the effects of investor redemption and investment recapitalizations.

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Fund Performance Metrics

Certain performance metrics for our key investment funds from inception through December 31, 2025 are presented in the table below. Excluded are funds with less than one year of performance history as of December 31, 2025, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies. The historical performance of our funds is not indicative of their future performance nor indicative of the performance of our other existing funds or of any of our future funds. An investment in DBRG is not an investment in any of our funds and these fund performance metrics are not indicative of the performance of DBRG.

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(1)    Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles.

(2)    Inception date represents first close date of the fund, except for Credit I which is the first capital call date. The manager/general partner of the InfraBridge funds were acquired in February 2023.

(3)    Invested capital represents the original cost and subsequent fundings to investments. Invested capital includes financing costs and investment related expenses which are capitalized. With respect to InfraBridge funds, such costs are expensed during the period and excluded from their determination of invested capital.

(4)    Available capital represents unfunded commitments, including recallable capital.

(5)    Unrealized value represents total fair value of investments, net of outstanding balance under the fund’s credit facility, if any.

(6)    Realized value represents proceeds from dispositions that have closed and all earnings from both realized and unrealized investments, including interest, dividend and ticking fees.

(7)    Total value is the sum of unrealized fair value and realized value of investments.

(8)    Total gross multiple of invested capital ("MOIC") is calculated as the limited partners' portion of the fair value of unrealized investments, net of outstanding balance funded through the fund's credit facility, if any, plus any accrued but unpaid interest and coupon payments received, and limited partner realized distributions gross of general partner carried interest, divided by total limited partner contributions, without giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

Total net MOIC is calculated as the limited partners' portion of the fund's NAV plus limited partner realized distributions net of carried interest, divided by total limited partner contributions, after giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).

MOIC calculations exclude capital not subject to fees and/or carried interest, including general partner and general partner affiliate capital. MOICs are calculated at the fund level and do not reflect MOICs at the individual investor level.

(9)    Gross internal rate of return ("IRR") represents annualized money-weighted return on invested capital based upon total value of limited partner contributions, that is limited partner realized distributions and limited partner unrealized NAV (based upon fair value of unrealized investments), without giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Gross IRR is calculated from the date of the first capital call from limited partners (and therefore taking into account the use of any credit facility at the fund level) through the date of limited partner distributions for realized investments. For funds with unrealized investments, gross IRR uses a liquidating distribution equal to the limited partners' portion of the fair value of unrealized investments, net of outstanding amounts funded through the fund's credit facility, if any. Gross IRR is calculated at the fund level and does not reflect gross IRR of any individual investor due to timing of investor level inflows and outflows, among other factors.

Net IRR is gross IRR after giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Net IRR is calculated at the total fee-paying limited partner level and based upon the timing and amount of fee-paying third party limited partner inflows and outflows, and excludes capital not subject to fees and/or carried interest, including the portion of capital attributable to the general partner and general partner affiliate. As fees may vary by individual investor, net IRR does not represent the return of any individual investor.

With respect to funds that have utilized borrowings from a credit facility to fund portfolio investments, organization expenses, partnership expenses, management fees, or other amounts in lieu of calling capital from limited partners for such purposes, gross and net IRR of the fund differs from what the IRR would have been if such borrowings or financings had not been utilized. Because IRR is calculated based on the actual dates of capital contributions from, and distributions to, limited partners (rather than based on the timing of when investments were made, for example), the use of such borrowings and financings in lieu or in advance of calling capital delays capital contributions from limited partners, generally resulting in higher IRRs than if such borrowings or financings had not been utilized and capital was called earlier from limited partners..

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(10)    Our funds generally permit us to recycle certain capital distributed to limited partners during certain time periods. The exclusion of recycled capital generally causes invested and realized amounts to be lower and MOICs to be higher than had recycled capital been included.

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Results of Operations

Refer to Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form

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