Digitalbridge Group, INC. DEFA14A Filing

Key Financial Figures

• $0.01 — hich registered Class A Common Stock, $0.01 par value DBRG New York Stock Excha

Filing Documents

• tm2534410d1_8k.htm (DEFA14A) — 36KB
• tm2534410d1_ex99-1.htm (EX-99.1) — 23KB
• 0001104659-25-124542.txt ( ) — 60KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 29, 2025, DigitalBridge Group, Inc., a Maryland corporation (the "Company"), issued a press release announcing the execution of an Agreement and Plan of Merger (the "Merger Agreement"), dated December 29, 2025, with Duncan Holdco LLC, a Delaware limited liability company ("Parent"), Duncan Sub I Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub I"), Duncan Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub I ("Merger Sub II"), and DigitalBridge Operating Company, LLC, a Delaware limited liability company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K. The information in this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Where to Find Important Information This current report may be deemed to be solicitation material in respect of the proposed mergers (the "Mergers") involving SoftBank Group Corp. ("SoftBank"), the Company, DigitalBridge Operating Company, LLC, Parent, Merger Sub I and Merger Sub II. In connection with the proposed Mergers, SoftBank and the Company intend to file relevant materials with the SEC, including a proxy statement on Schedule 14A with respect to the Company (the "Proxy Statement"). The Company will mail the definitive Proxy Statement and a proxy card to its security holders. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT (WHEN THEY

Forward-Looking Statements

Forward-Looking Statements Some of the statements contained in this current report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and we intend such statements to be covered by the safe harbor provisions contained therein. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in this current report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) uncertainties as to the timing of the Mergers pursuant to the Merger Agreement; (ii) the risk that the Mergers may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Mergers, including receiving, on a timely basis or otherwise, the required approvals of the Mergers by the Company's stock

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, dated December 29, 2025 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements 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 hereunto duly authorized. Date: December 29, 2025 DIGITALBRIDGE GROUP, INC. By: /s/ Thomas Mayrhofer Name: Thomas Mayrhofer Title: Executive Vice President, Chief Financial Officer and Treasurer

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