DigitalBridge Group DEFA14A Filing

TL;DR

DBRG proxy filing out, shareholders vote soon.

AI Summary

DigitalBridge Group, Inc. filed a DEFA14A on December 30, 2025, reporting on events up to December 29, 2025. The company, formerly known as Colony Capital, Inc., is incorporated in Maryland and headquartered in Boca Raton, Florida. This filing is a definitive proxy statement, typically used for shareholder meetings and voting.

Why It Matters

This filing provides crucial information for shareholders regarding corporate governance and voting matters, impacting their rights and the company's direction.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEFA14A) and does not contain new material financial information or significant corporate events.

Key Players & Entities

• DigitalBridge Group, Inc. (company) — Filer of the DEFA14A
• Colony Capital, Inc. (company) — Former name of DigitalBridge Group, Inc.
• Maryland (jurisdiction) — State of incorporation
• Boca Raton, Florida (location) — Principal executive offices
• December 29, 2025 (date) — Date of earliest event reported
• December 30, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — hich registered Class A Common Stock, $0.01 par value DBRG New York Stock Excha
• $16.00 — be converted into the right to receive $16.00 in cash, without interest and subject t
• $96,000,000 — rent a termination fee in the amount of $96,000,000 in certain limited circumstances, inclu
• $154,000,000 — pany a termination fee in the amount of $154,000,000 in certain limited circumstances, inclu

Filing Documents

• tm2534410d3_8k.htm (DEFA14A) — 60KB
• tm2534410d3_ex2-1.htm (EX-2.1) — 976KB
• 0001104659-25-125222.txt ( ) — 1036KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 29, 2025 (the "Signing Date"), DigitalBridge Group, Inc., a Maryland corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") 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 ("Company OP"). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Merger Agreement, which is attached hereto as Exhibit 2.1. in the Merger Agreement, at the closing of the transactions (a) Merger Sub I will merge with and into the Company (the "Company Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation"), and (b) Merger Sub II will merge with and into Company OP (the "LLC Merger", and together with the Company Merger, the "Mergers"), with Company OP continuing as the surviving company (the "Surviving Company"). The board of directors of the Company (the "Board"), acting on the unanimous recommendation of a committee of the Board consisting solely of independent and disinterested directors, has unanimously approved and determined advisable the Mergers contemplated by the Merger Agreement and resolved to recommend that the stockholders of the Company vote in favor of approval of the Company Merger. Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Company Merger (the "Company Merger Effective Time"), (a) each share of Class A common stock, par value $0.01 per share, of the Company ("Class A Common Stock"), (b) each share of Class B common stock, par value $0.01 per share, of the Comp

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 No. Description 2.1* Agreement and Plan of Merger, dated as of December 29, 2025, by and among the Company, Parent, Merger Sub I, Merger Sub II, and Company OP. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. 7

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 30, 2025 DIGITALBRIDGE GROUP, INC. By: /s/ Thomas Mayrhofer Name: Thomas Mayrhofer Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this DEFA14A filing on SEC EDGAR