Form 8-K

8-K — DigitalBridge Group, Inc.

Accession: 0001104659-26-112148

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0001679688

SIC: 6282 (INVESTMENT ADVICE)

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2626145d9_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2626145d9_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2626145d9_ex3-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2626145d9_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):

September 30, 2026

DIGITALBRIDGE

GROUP, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Maryland

001-37980

46-4591526

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

750 Park of Commerce Drive, Suite 210

Boca Raton, Florida 33487

(Address of Principal Executive Offices, Including Zip Code)

(561)

570-4644

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title of Class

Trading

Symbol(s)

Name of Each Exchange on Which

Registered

Class A Common Stock, $0.01 par value

DBRG

New York Stock Exchange

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

DBRG.PRH

New York Stock Exchange

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

DBRG.PRI

New York Stock Exchange

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

DBRG.PRJ

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

This Current Report on Form 8-K

is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger,

dated as of December 29, 2025 (the “Merger Agreement”), by and among DigitalBridge Group, Inc., a Maryland corporation

(“DigitalBridge” or the “Company”), Duncan Holdco LLC, a Delaware limited liability company (“Parent”),

Duncan Sub I Inc., a Maryland corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub I”), Duncan Sub II

LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II” and, together with

Merger Sub I, the “Merger Subs”), and DigitalBridge Operating Company, LLC, a Delaware limited liability company (“Company OP”).

Prior to the consummation

of the Mergers (as defined below), DigitalBridge formed DigitalBridge Group Subsidiary I, LLC, a Delaware limited liability company and

wholly owned subsidiary of DigitalBridge (“DigitalBridge Sub”), and contributed to DigitalBridge Sub a portion of the common

units of Company OP (each, a “Company OP Common Unit”) and a portion of the preferred units of Company OP (each, a “Company

OP Preferred Unit”) held by DigitalBridge, representing approximately 1% of the outstanding Company OP Common Units and of each

series of outstanding Company OP Preferred Units, respectively.

On September 30, 2026,

pursuant to the Merger Agreement, (i) Merger Sub I merged with and into DigitalBridge (the “Company Merger”), the separate

corporate existence of Merger Sub I ceased, and DigitalBridge continued as the surviving corporation in the Company Merger (the “Surviving

Corporation”) and, as a result, is now an indirect subsidiary of Parent, and (ii) immediately following the Company Merger,

Merger Sub II merged with and into Company OP (the “LLC Merger” and, together with the Company Merger, the “Mergers”),

the separate existence of Merger Sub II ceased, and Company OP continued as the surviving company in the LLC Merger (the “Surviving Company

OP”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth

in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Company Merger (the “Company

Merger Effective Time”), and as a result of the Company Merger, (i) each share of Class A common stock, par value $0.01

per share, of the Company (“Class A Common Stock”), (ii) each share of Class B common stock, par value $0.01

per share, of the Company (“Class B Common Stock”) and (iii) each share of Performance Common Stock, par value $0.01

per share, of the Company (together with the Class A Common Stock and Class B Common Stock, the “Company Common Stock”)

in each case that was issued and outstanding immediately prior to the Company Merger Effective Time, subject to certain exceptions as

set forth in the Merger Agreement, was converted into the right to receive $16.00 in cash, without interest and subject to any withholding

required under applicable law (the “Common Stock Consideration”). In addition, on the terms and subject to the conditions

set forth in the Merger Agreement, unless otherwise agreed in writing between the applicable holder of a Company OP Common Unit

and Parent, at the effective time of the LLC Merger (the “LLC Merger Effective Time”), and as a result of the LLC Merger,

each Company OP Common Unit that was issued and outstanding immediately prior to the LLC Merger Effective Time, subject to certain exceptions

as set forth in the Merger Agreement, was converted into the right to receive $16.00 in cash, without interest and subject to any withholding

required under applicable law (the “LLC Merger Consideration”). The Company OP Common Units held by DigitalBridge and DigitalBridge

Sub immediately prior to the LLC Merger Effective Time remained outstanding following the LLC Merger and were not converted into the right

to receive the LLC Merger Consideration.

Each share of Company Preferred

Stock (as defined below) that was issued and outstanding immediately prior to the Company Merger Effective Time remained outstanding as

a share of preferred stock of the Surviving Corporation, subject to the change of control conversion rights described under Item 3.03

below. Each Company OP Preferred Unit that was outstanding immediately prior to the LLC Merger Effective Time remained outstanding as

a preferred unit of the Surviving Company OP.

Except as described below

with respect to Company PSU Awards and Company Restricted Stock Awards held by Marc C. Ganzi and unless otherwise agreed in writing between

the applicable holder and Parent, in connection with the Mergers, as of immediately prior to the Company Merger Effective Time, each outstanding

award of (i) shares of Company Common Stock subject to vesting and/or repurchase conditions granted under the DigitalBridge Group, Inc.

2014 Omnibus Stock Incentive Plan and DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan, as amended on May 28, 2026

(collectively, the “DigitalBridge Stock Plans”) (each, a “Company Restricted Stock Award”), (ii) time-based

restricted stock units relating to shares of Company Common Stock granted under the DigitalBridge Stock Plans (each, a “Company

RSU Award”) and (iii) performance-based restricted stock units relating to shares of Company Common Stock granted under the

DigitalBridge Stock Plans (each, a “Company PSU Award”) that was not already vested became vested in full and was automatically

cancelled in exchange for the right to receive, in each case, an amount in cash equal to the sum of (a) the product of (x) the

Common Stock Consideration multiplied by (y) the total number of shares of Company Common Stock subject to such award (calculated,

in the case of a Company PSU Award, based on target-level performance) plus (b) any accumulated dividend equivalents credited in

respect of such award as of immediately prior to the Company Merger Effective Time, without interest and less applicable tax withholding.

Certain holders of such awards are expected to re-invest a portion of the after-tax cash proceeds payable to such holders in respect of

such awards into equity interests of Duncan Holdco II (as defined below) following the closing of the Mergers. Notwithstanding the foregoing,

the unvested Company PSU Awards and unvested Company Restricted Stock Awards held by Marc C. Ganzi that were outstanding immediately prior

to the Company Merger Effective Time remained outstanding following the Company Merger Effective Time subject to the same terms and conditions

(including vesting) as applied as of immediately prior to the Company Merger Effective Time. At the Company Merger Effective Time, each

outstanding award of deferred stock units relating to shares of Company Common Stock granted under the DigitalBridge Stock Plans (each,

a “Company DSU Award”) automatically vested in full and was cancelled in exchange for the right to receive an amount in cash

equal to the product of (a) the Common Stock Consideration multiplied by (b) the total number of shares of Company Common Stock

subject to such Company DSU Award, without interest. Each award of partnership interest in Company OP that has been designated as an “LTIP

Unit” granted pursuant to the DigitalBridge Stock Plans (each, a “Company OP LTIP Unit Award”) that was outstanding

and unvested immediately prior to the LLC Merger Effective Time became vested as of the business day prior to the LLC Merger Effective

Time as though the LLC Merger had then occurred and was thereafter treated in the same manner as a vested Company OP LTIP Unit Award.

With respect to each Company OP LTIP Unit Award that vested prior to the Company Merger Effective Time, pursuant to the terms and conditions

of the Merger Agreement, the Company, as managing member of Company OP, exercised its right to cause a Forced Redemption (as defined and

described in the Third Amended and Restated Limited Liability Company Agreement of Company OP, dated as of January 10, 2017, as amended)

such that the maximum number of vested Company OP LTIP Unit Awards then eligible for conversion was converted into Company OP Common Units

on a one-for-one basis, each of which was in turn converted into the right to receive the LLC Merger Consideration.

The foregoing description

of the Merger Agreement and the Mergers is not complete and is qualified in its entirety by reference to the Merger Agreement, which was

filed as Exhibit 2.1 to DigitalBridge’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission

(the “SEC”) on December 30, 2025, and is incorporated into this Item 2.01 by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

The information set forth

in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

In connection with the closing

of the Mergers, on September 30, 2026, DigitalBridge notified the New York Stock Exchange (the “NYSE”) of the completion

of the Company Merger and requested that the NYSE (i) suspend trading of the Company Common Stock on the NYSE before the opening

of trading on September 30, 2026 and (ii) file a notification of removal from listing and registration on Form 25 with

the SEC to delist the Company Common Stock from the NYSE and deregister such securities under Section 12(b) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”). As a result, all shares of the Company Common Stock were removed from

trading on the NYSE prior to the opening of trading on September 30, 2026. The NYSE has filed with the SEC a notification of removal

from listing and registration on Form 25 to delist the Company Common Stock from the NYSE and deregister such securities under Section 12(b) of

the Exchange Act. Such delisting will result in the deregistration of the Company Common Stock under Section 12(b) of the Exchange

Act.

In connection with the closing

of the Mergers, on September 1, 2026, DigitalBridge notified the NYSE of its voluntary intention to delist from the NYSE (i) the

Company’s 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value (the “Series H Preferred

Stock”), (ii) the Company’s 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value (the

“Series I Preferred Stock”) and (iii) the Company’s 7.125% Series J Cumulative Redeemable Perpetual Preferred

Stock, $0.01 par value (the “Series J Preferred Stock” and, together with the Series H Preferred Stock and the Series I

Preferred Stock, the “Company Preferred Stock”) and filed with the SEC a notification of removal from listing and registration

on Form 25 for each series of the Company Preferred Stock to effect the delisting of such series of the Company Preferred Stock from

the NYSE and to deregister such series of the Company Preferred Stock under Section 12(b) of the Exchange Act. As a result,

all shares of Company Preferred Stock are expected to be removed from trading on the NYSE prior to the opening of trading on October 5,

2026.

Following the effectiveness

of each Form 25, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the suspension

of DigitalBridge’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the Company

Common Stock and the Company Preferred Stock as promptly as practicable.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth

in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03

by reference.

At the Company Merger Effective

Time, the former holders of shares of the Company Common Stock that were outstanding immediately prior to the Company Merger Effective

Time, subject to certain exceptions as set forth in the Merger Agreement, ceased to have any rights with respect to such shares, other

than the right to receive the Common Stock Consideration to be paid pursuant to the Merger Agreement.

Pursuant to the terms of each

series of Company Preferred Stock, as a result of the Company Merger, each holder of Company Preferred Stock has the right to convert

any or all of the shares of such series of Company Preferred Stock held by such holder into cash on a date (each, a “Conversion

Date”) specified in the notice to be delivered by the Surviving Corporation to the holders of each series of Company Preferred Stock,

which Conversion Date for such series will be a Business Day (as defined in the Articles Supplementary for each series of Company Preferred

Stock) no less than 20 days nor more than 35 days after the date on which the notice for such series is given. The Company intends to

issue the notice of change of control to the holders of (i) the Series I Preferred Stock on October 1, 2026, (ii) the

Series H Preferred Stock on October 7, 2026 and (iii) the Series J Preferred Stock on October 14, 2026.

The

per-share cash amount payable upon conversion of each series of Company Preferred Stock (the “Conversion Consideration”) will

be equal to (i) $11.28 per share of Series H Preferred Stock, (ii) $14.43 per share of Series I Preferred Stock, and

(iii) $15.16 per share of Series J Preferred Stock. Such amounts represent $16.00 (the Common Stock Consideration) multiplied

by the lesser of (A) the quotient obtained by dividing (i) $25.00 by (ii) $16.00 (the Common Stock Consideration), and

(B) the Share Cap as defined in the Articles Supplementary for each series of Company Preferred Stock, as adjusted for the Company’s

1-to-4 reverse stock split (which Share Cap is equal to (1) 0.70495 in the case of the Series H Preferred Stock, (2) 0.901875

in the case of the Series I Preferred Stock, and (3) 0.9477 in the case of the Series J Preferred Stock). Pursuant to the

terms of each series of Company Preferred Stock, at any time prior to the Conversion Date for a series of Company Preferred Stock, the

Surviving Corporation shall have the right, at its option, to redeem any shares of Company Preferred Stock in such series and holders

of any shares so redeemed will not be entitled to convert such shares. After the Conversion Date for a series of Company Preferred Stock,

holders of shares of such series of Company Preferred Stock will cease to have the right to receive the applicable Conversion Consideration

and will continue to hold their shares of Company Preferred Stock.

The procedures for exercising

the conversion right for a series of Company Preferred Stock described above shall be described in the notice to be delivered by the Surviving

Corporation to the holders of such series of Company Preferred Stock. Any shares of Company Preferred Stock that a holder does not elect

to convert into the Conversion Consideration will remain outstanding as shares of the applicable series of Company Preferred Stock of

the Surviving Corporation and subject to the terms of the Second Amended and Restated Charter (as defined below).

The foregoing description

of the terms of Company Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the terms for

each series of Company Preferred Stock, which are included as Exhibits A, B and C to the Second Amended and Restated Charter filed as

Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth

in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by

reference.

At the Company Merger Effective

Time, a change of control of DigitalBridge occurred. Prior to the Company Merger Effective Time, Parent caused all of the outstanding

shares of common stock of Merger Sub I to be transferred to Duncan Holdco III LLC, a Delaware limited liability company and a wholly owned

subsidiary of Duncan Holdco II (“Duncan Holdco III”). At the Company Merger Effective Time, Merger Sub I merged with and into

DigitalBridge, the separate corporate existence of Merger Sub I ceased, and DigitalBridge continued as the Surviving Corporation. As a

result, the Surviving Corporation became a direct, wholly owned subsidiary of Duncan Holdco III and an indirect subsidiary of Duncan Holdco

II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Duncan Holdco II”), and Parent. Duncan

Holdco III directly owns 100% of the outstanding shares of common stock and voting power of the Surviving Corporation, subject to the

rights of the outstanding Company Preferred Stock, and Parent indirectly controls the Surviving Corporation through Duncan Holdco II and

Duncan Holdco III. Parent is wholly owned by SoftBank Group Overseas GK, a subsidiary of SoftBank Group Corp. The aggregate merger consideration

was funded through an equity commitment provided to Parent by SoftBank Group Overseas GK and cash of the Company and its subsidiaries,

in accordance with the terms of the Merger Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory

Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Upon the Company Merger Effective

Time, in accordance with the terms of the Merger Agreement, all of the directors of DigitalBridge, other than Marc C. Ganzi, who continues

to serve as a director, ceased to be directors of DigitalBridge.

Upon the Company Merger Effective

Time, in accordance with the terms of the Merger Agreement, the directors of Merger Sub I immediately prior to the Company Merger Effective

Time became the directors of the Surviving Corporation and shall each hold office until their respective successors have been duly elected

or appointed and qualified or until their earlier death, resignation or removal in accordance with the charter and bylaws of the Surviving

Corporation and applicable law. The directors of Merger Sub I immediately prior to the Company Merger Effective Time were Vikas Parekh,

Varun Aravapally and Ippei Mimura.

Upon the Company Merger Effective

Time, in accordance with the terms of the Merger Agreement, the individuals designated in writing by Parent at least five business days

prior to the closing of the Mergers became the officers of the Surviving Corporation and shall each hold office until their respective

successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the

charter and bylaws of the Surviving Corporation and applicable law. The individuals so designated by Parent as officers of the Surviving

Corporation were Marc C. Ganzi – Chief Executive Officer, Benjamin J. Jenkins – President and Chief Investment Officer, Thomas

Mayrhofer – Chief Financial Officer and Treasurer, Liam Stewart – Chief Operating Officer, Geoffrey Goldschein – Chief

Legal Officer and Secretary and Tracey Teh – Chief Accounting Officer.

Item 5.03 Amendments to Articles of Incorporation, Bylaws or Operating

Agreements; Change in Fiscal Year.

The information set forth

under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

In connection with the closing

of the Company Merger, DigitalBridge’s amended and restated charter was amended and restated in its entirety (the “Second

Amended and Restated Charter”) and the bylaws of Merger Sub I, as in effect immediately prior to the Company Merger Effective Time,

were adopted as the bylaws of the Surviving Corporation (the “Amended and Restated Bylaws”). Copies of the Second Amended

and Restated Charter and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K,

and are incorporated into this Item 5.03 by reference.

In connection with the closing

of the LLC Merger, the limited liability company agreement of Company OP was amended and restated in its entirety (the “Fourth Amended

and Restated LLCA”). A copy of the Fourth Amended and Restated LLCA is filed as Exhibit 10.1 to this Current Report on Form 8-K,

and is incorporated into this Item 5.03 by reference.

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

and completion of the delisting and deregistration of the Company Preferred Stock; (ii) uncertainties as to the timing of the conversion

of the Company Preferred Stock; (iii) the risk that stockholder litigation in connection with the transactions contemplated by the

Merger Agreement or the outcome of any other legal proceedings that may be instituted against the Company or SoftBank Group Corp. (“SoftBank”)

and/or others relating to the Mergers may result in significant costs of defense, indemnification and liability; (iv) risks that

the benefits of the Mergers are not realized when and as expected; (v) legislative, regulatory and economic developments; and (vi) (A) the

risk factors described in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025, and (B) the other risk factors identified from time to time in the Company’s other

filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov and on the Company’s

website. These forward-looking statements speak only as of the date of this current report. The Company undertakes no obligation to update

any of these forward-looking statements to reflect events or circumstances after the date of this current report or to reflect actual

outcomes, except as otherwise required by law.

While forward-looking statements

reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, we disclaim

any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or

new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing

environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance on these forward-looking

statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A. “Risk Factors”

and in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Readers of this current report should

also read our other periodic filings made with the SEC and other publicly filed documents for further discussion regarding such factors.

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 DigitalBridge Group, Inc., Duncan Holdco LLC, Duncan Sub I Inc., Duncan Sub II LLC and DigitalBridge Operating Company, LLC (incorporated by reference to Exhibit 2.1 to DigitalBridge’s Current Report on Form 8-K filed on December 30, 2025).

3.1

Second Amended and Restated Charter of DigitalBridge Group, Inc.

3.2

Amended and Restated Bylaws of DigitalBridge Group, Inc.

10.1

Fourth Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC

104

The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).

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: September 30, 2026

DIGITALBRIDGE GROUP, INC.

By:

/s/ Thomas Mayrhofer

Name:

Thomas Mayrhofer

Title:

Chief Financial Officer and Treasurer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2626145d9_ex3-1.htm · Sequence: 2

Exhibit 3.1

DIGITALBRIDGE GROUP, INC.

SECOND AMENDED AND RESTATED CHARTER

ARTICLE I

NAME

The name of the corporation (the “Corporation”)

is:

DigitalBridge Group, Inc.

ARTICLE II

PURPOSE

The purposes for which the

Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the general laws of the

State of Maryland as now or hereafter in force.

ARTICLE III

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal

office of the Corporation in the State of Maryland is 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The name and address

of the resident agent of the Corporation in Maryland are CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820,

Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

ARTICLE IV

PROVISIONS FOR DEFINING, LIMITING

AND REGULATING CERTAIN POWERS OF THE

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 4.1      Number

of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number

of directors of the Corporation currently shall be three (3), which number may be increased or decreased pursuant to the bylaws of the

Corporation (the “Bylaws”), but shall never be less than the minimum number required by the Maryland General Corporation

Law. The names of the directors who shall serve until the next annual meeting of stockholders and until their successors are duly elected

and qualified are:

Vikas Parekh

Varun Aravapally

Ippei Mimura

________________________________

Section 4.2      Extraordinary

Actions. Notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of

the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if taken or approved by

the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 4.3      Authorization

by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation

of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class

or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration

in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the charter

of this Corporation (the “Charter”) or the Bylaws.

Section 4.4      Preemptive

Rights. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant

to Section 5.4 or as may otherwise be provided by contract, no stockholder shall have any preemptive right to purchase

or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which the Corporation may

issue or sell.

Section 4.5      Determinations

by Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of

Directors consistent with this Charter and in the absence of actual receipt of an improper benefit in money, property or services or active

and deliberate dishonesty established by a court, shall be final and conclusive and shall be binding upon the Corporation and every holder

of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available

for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus,

net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses

on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges

and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall

have been paid or discharged); the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset

owned or held by the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or

any other matter relating to the business and affairs of the Corporation.

Section 4.6      Removal

of Directors. Subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more

directors, any director, or the entire Board of Directors, may be removed from office at any time, by the affirmative vote of a majority

of all the votes entitled to be cast generally in the election of directors.

Section 4.7      Rights

of Objecting Stockholders. Holders of shares of stock of the Corporation shall not be entitled to exercise any rights of an objecting

stockholder provided for under Title 3, Subtitle 2 of the Maryland General Corporation Law unless the Board of Directors of the Corporation,

upon the affirmative vote of a majority of the entire Board of Directors, shall determine that such rights shall apply, with respect to

all or any classes or series of stock, to a particular transaction or all transactions occurring after the date of such determination

in connection with which holders of such shares of stock of the Corporation would otherwise be entitled to exercise such rights.

ARTICLE V

STOCK

Section 5.1      Authorized

Shares. The Corporation has authority to issue 500,000,000 shares of stock, consisting of 250,000,000 shares of Common Stock,

$0.001 par value per share (“Common Stock”) and 250,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred

Stock” and, together with the Common Stock, “Capital Stock”). The aggregate par value of all authorized shares

of stock having par value is $2,750,000. If shares of one class of stock are classified or reclassified into shares of another class of

stock pursuant to this Article V, the number of authorized shares of the former class shall be automatically decreased and the number

of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so

that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total

number of shares of stock set forth in the first sentence of this paragraph. To the extent permitted by Maryland law, the Board of Directors,

without any action by the stockholders of the Corporation, may amend this Charter from time to time to increase or decrease the aggregate

number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 5.2      Common

Stock. Except as may otherwise be specified in this Charter, each share of Common Stock shall entitle the holder thereof to one vote.

The Board of Directors may reclassify any unissued shares of Common Stock from time to time in one or more classes or series of stock.

Section 5.3      Preferred

Stock. The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued

shares of Preferred Stock of any series from time to time, in one or more classes or series of stock. The descriptions of the preferences,

conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms

and conditions of redemption of (i) the 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock are attached hereto

as Exhibit A, (ii) the 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock are attached hereto as Exhibit B,

and (iii) the 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock are attached hereto as Exhibit C, which are

incorporated herein by reference and made a part hereof.

Section 5.4      Classified

or Reclassified Shares. Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution

shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify

the number of shares to be included in the class or series; (c) set or change, subject to the express terms of any class or series

of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, including,

without limitation, restrictions on transferability, limitations as to dividends or other distributions, qualifications and terms and

conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department

of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant

to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside this Charter (including determinations

by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided

that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and

expressly set forth in the articles supplementary filed with the SDAT.

Section 5.5      Charter

and Bylaws. All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of this Charter

and the Bylaws.

ARTICLE VI

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 6.1      Limitation

of Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors

and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders

for money damages.

Section 6.2      Indemnification

and Advance of Expenses. To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify

and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses

in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation

and who is made or threatened to be made a party to, or witness in, the proceeding by reason of and solely to the extent related to his

or her service in that capacity, and (b) any individual who, while a director or officer of the Corporation and at the request of

the Corporation, serves or has served as a director, officer, partner, member, manager, trustee, employee or agent of another corporation,

real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise

and who is made or threatened to be made a party to, or witness in, the proceeding by reason of and solely to the extent related to his

or her service in that capacity, in either case, from and against any claim or liability to which such person may become subject or which

such person may incur by reason of his or her service in such capacity. The rights to indemnification and advance of expenses provided

by this Charter shall vest immediately upon election of a director or officer. The Corporation may, with the approval of the Board of

Directors, provide such indemnification and advancement of expenses to an individual who served a predecessor of the Corporation in any

of the capacities described in clauses (a) or (b) above and to any employee or agent of the Corporation or a predecessor of

the Corporation. The indemnification and payment or reimbursement of expenses provided in this Charter shall not be deemed exclusive of

or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become

entitled under any bylaw, resolution, insurance, agreement or otherwise.

Section 6.3      Amendment

or Repeal. Neither the amendment nor repeal of this Article VI, nor the adoption or amendment of any other provision of this

Charter or Bylaws inconsistent with this Article VI, shall apply to or affect in any respect the applicability of the preceding sections

of this Article VI with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE VII

AMENDMENTS

The Corporation reserves the

right from time to time to make any amendment to this Charter, now or hereafter authorized by law, including any amendment altering the

terms or contract rights, as expressly set forth in this Charter, of any shares of outstanding stock. All rights and powers conferred

by this Charter on stockholders, directors and officers are granted subject to this reservation. Except for those amendments permitted

to be made without stockholder approval under Maryland law or by specific provision in this Charter, any amendment to this Charter shall

be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of stockholders entitled to cast a

majority of all the votes entitled to be cast on the matter.

Exhibit A

7.125% Series H Cumulative Redeemable

Perpetual Preferred Stock

(1)            Designation

and Number. A series of Preferred Stock, designated as the “7.125% Series H Cumulative Redeemable Perpetual Preferred Stock”

(the “Series H Preferred Stock”), is hereby established. The par value of the Series H Preferred Stock is $0.01

per share. The number of shares of the Series H Preferred Stock shall be 8,394,799.

(2)            Ranking.

The Series H Preferred Stock will, with respect to rights to receive dividends and to participate in distributions or payments upon

liquidation, dissolution or winding up of the Corporation, rank (a) senior to the Common Stock (as defined in the Charter) and any

other class of capital stock of the Corporation, now or hereafter issued and outstanding, the terms of which provide that such capital

stock ranks, as to the payment of dividends or amounts upon liquidation, dissolution or winding up of the Corporation, junior to such

Series H Preferred Stock (“Junior Stock”), (b) on a parity with the 7.15% Series I Cumulative Redeemable

Perpetual Preferred Stock, liquidation preference $25.00 per share, the 7.125% Series J Cumulative Redeemable Perpetual Preferred

Stock, liquidation preference $25.00 per share, and any equity securities the Corporation may authorize or issue in the future that, pursuant

to the terms thereof, rank on parity with the Series H Preferred Stock with respect to the payment of dividends and the distribution

of assets in the event of the liquidation, dissolution or winding up of the Corporation (“Parity Stock”); and (c) junior

to any equity securities the Corporation may authorize or issue in the future that, pursuant to the terms thereof, rank senior to the

Series H Preferred Stock with respect to the payment of dividends and the distribution of assets in the event of the liquidation,

dissolution or winding up of the Corporation (“Senior Stock”). Any authorization or issuance of Senior Stock would require

the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series H Preferred Stock voting together

as a single class with all other classes or series of Parity Stock upon which like voting rights have been conferred and are exercisable.

Any convertible or exchangeable debt securities that the Corporation may issue are not considered to be equity securities for these purposes.

(3)            Dividends.

(a)            Holders

of the then outstanding shares of Series H Preferred Stock shall be entitled to receive, when, as and if authorized by the Board

and declared by the Corporation, out of funds legally available for payment of dividends, cumulative cash dividends at the rate of 7.125%

per annum of the $25.00 liquidation preference of each share of Series H Preferred Stock (equivalent to $1.78125 per annum per share).

Exhibit A

(b)            Dividends

on each outstanding share of Series H Preferred Stock shall be cumulative from and including January 15, 2017 and shall be payable

(i) for the period from January 15, 2017 to April 14, 2017, on April 15, 2017, and (ii) for each quarterly distribution

period thereafter, quarterly in equal amounts in arrears on the 15th day of each January, April, July and October, commencing on

July 15, 2017 (each such day being hereinafter called a “Series H Dividend Payment Date”) at the then applicable

annual rate; provided, however, that if any Series H Dividend Payment Date falls on any day other than a Business Day (as hereinafter

defined), the dividend that would otherwise have been payable on such Series H Dividend Payment Date may be paid on the next succeeding

Business Day with the same force and effect as if paid on such Series H Dividend Payment Date, and no interest or other sums shall

accrue on the amount so payable from such Series H Dividend Payment Date to such next succeeding Business Day. Each dividend is payable

to holders of record as they appear on the stock records of the Corporation at the close of business on the record date, not exceeding

30 days preceding the applicable Series H Dividend Payment Date, as shall be fixed by the Board. Dividends shall accumulate from

January 15, 2017 or the most recent Series H Dividend Payment Date to which full cumulative dividends have been paid, whether

or not in any such dividend period or periods there shall be funds legally available for the payment of such dividends, whether the Corporation

has earnings or whether such dividends are authorized. No interest, or sum of money in lieu of interest, shall be payable in respect of

any dividend payment or payments on the Series H Preferred Stock that may be in arrears. Holders of the Series H Preferred Stock

shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein

provided, on the Series H Preferred Stock. Dividends payable on the Series H Preferred Stock for any period greater or less

than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the

Series H Preferred Stock for each full dividend period will be computed by dividing the applicable annual dividend rate by four.

After full cumulative distributions on the Series H Preferred Stock have been paid, the holders of Series H Preferred Stock

will not be entitled to any further distributions with respect to that dividend period.

long as any shares of Series H Preferred Stock are outstanding, no dividends, except as described in the immediately following sentence,

shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Stock for any period unless

full cumulative dividends have been declared and paid or are contemporaneously declared and paid or declared and a sum sufficient for

the payment thereof set apart for such payment on the Series H Preferred Stock for all prior dividend periods. When dividends are

not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon the Series H

Preferred Stock and all dividends authorized and declared upon any other series or class or classes of Parity Stock shall be authorized

and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series H Preferred Stock

and such Parity Stock.

(d)            So

long as any shares of Series H Preferred Stock are outstanding, no dividends (other than dividends or distributions paid solely in

Junior Stock of, or in options, warrants or rights to subscribe for or purchase, Junior Stock) shall be authorized and declared or paid

or set apart for payment or other distribution authorized and declared or made upon Junior Stock, nor shall any Junior Stock be redeemed,

purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance

with requirements of an employee incentive or benefit plan of the Corporation or any subsidiary, or a conversion into or exchange for

Junior Stock), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such

shares) by the Corporation, directly or indirectly (except by conversion into or exchange for Junior Stock), unless in each case full

cumulative dividends on all outstanding shares of Series H Preferred Stock and any Parity Stock at the time such dividends are payable

shall have been paid or set apart for payment for all past dividend periods with respect to the Series H Preferred Stock and all

past dividend periods with respect to such Parity Stock.

Exhibit A

(e)            Any

dividend payment made on the Series H Preferred Stock, including any capital gains dividends, shall first be credited against the

earliest accrued but unpaid dividend due with respect to such shares which remains payable.

(f)            Except

as provided herein, the Series H Preferred Stock shall not be entitled to participate in the earnings or assets of the Corporation.

(g)            As

used herein, the term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday

nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

(h)           As

used herein, the term “dividend” does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in

options, warrants or rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

(4)            Liquidation

Preference.

(a)            In

the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution

of the assets of the Corporation shall be made to or set apart for the holders of Junior Stock, the holders of the Series H Preferred

Stock shall be entitled to receive $25.00 per share (the “Liquidation Preference”) plus an amount per share equal to all accrued

and unpaid dividends (whether or not earned or declared) thereon to, but not including, the date of final distribution to such holders;

but such holders of the Series H Preferred Stock shall not be entitled to any further payment. If, upon any such liquidation, dissolution

or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the Series H

Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Stock,

then such assets, or the proceeds thereof, shall be distributed among the holders of such Series H Preferred Stock and any such other

Parity Stock ratably in accordance with the respective amounts that would be payable on such Series H Preferred Stock and any such

other Parity Stock if all amounts payable thereon were paid in full. For the purposes of this Section 4, none of (i) a consolidation

or merger of the Corporation with one or more entities, (ii) a statutory stock exchange by the Corporation or (iii) a sale or

transfer of all or substantially all of the Corporation’s assets shall be deemed to be a liquidation, dissolution or winding up,

voluntary or involuntary, of the Corporation.

(b)           Until

payment shall have been made in full to the holders of the Series H Preferred Stock, as provided in this Section 4, and to the

holders of Parity Stock, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Stock upon

the liquidation, dissolution or winding up of the Corporation. Subject to the rights of the holders of Parity Stock, upon any liquidation,

dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series H Preferred

Stock, as provided in this Section 4, any series or class or classes of Junior Stock shall, subject to any respective terms and provisions

applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series H

Preferred Stock shall not be entitled to share therein.

Exhibit A

(5)            Optional

Redemption.

(a)            Except

as otherwise permitted by the Charter and paragraph (b) below, the Series H Preferred Stock shall not be redeemable by the Corporation

prior to April 13, 2020. On and after April 13, 2020, the Corporation, at its option, upon giving notice as provided below,

may redeem the Series H Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of

$25.00 per share, plus any accrued and unpaid dividends on the Series H Preferred Stock (whether or not declared), to, but not including,

the redemption date (the “Regular Redemption Right”).

(b)            Upon

the occurrence of a Change of Control (as defined herein), the Corporation will have the option, upon giving notice as provided below,

to redeem the Series H Preferred Stock, in whole, at any time, or in part, from time to time, within 120 days after the first date

on which the Change of Control has occurred (the “Special Redemption Right”), for cash at a redemption price of $25.00 per

share, plus any accrued and unpaid dividends on the Series H Preferred Stock (whether or not declared), to, but not including, the

redemption date (the “Special Redemption Price”). If the Corporation exercises its Special Redemption Right in connection

with a Change of Control, holders of Series H Preferred Stock will not be permitted to exercise their Change of Control Conversion

Right (as defined herein) in respect of any shares of Series H Preferred Stock that have been called for redemption, and any shares

of Series H Preferred Stock subsequently called for redemption that have been tendered for conversion will be redeemed on the applicable

date of redemption instead of converted on the Change of Control Conversion Date (as defined herein). Any partial redemption will be selected

by lot or pro rata.

A “Change of Control” will be deemed

to have occurred at such time after the original issuance of the Series H Preferred Stock when the following has occurred:

(i)            the

acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the

Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of

purchases, mergers or other acquisition transactions of shares of the Corporation entitling that person to exercise more than 50% of the

total voting power of all shares of the Corporation entitled to vote generally in elections of directors (except that such person will

be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable

or is exercisable only upon the occurrence of a subsequent condition); and

(ii)           following the closing

of any transaction referred to in clause (i) above, neither the Corporation nor the acquiring or surviving entity has a class of

common securities or American Depositary Receipts listed on the NYSE, the NYSE Amex Equities, or NYSE Amex, or NASDAQ, or listed on an

exchange that is a successor to the NYSE, NYSE Amex or NASDAQ.

Exhibit A

following provisions set forth the general procedures for redemption applicable to redemptions pursuant to the Regular Redemption Right

and the Special Redemption Right:

(i)            Upon

any redemption date applicable to Series H Preferred Stock, the Corporation shall pay on each share of Series H Preferred Stock

to be redeemed any accrued and unpaid dividends (whether or not declared), in arrears, for any dividend period ending on or prior to the

redemption date. If a redemption date falls after a record date for a Series H Preferred Stock dividend payment and prior to the

corresponding Series H Dividend Payment Date, then each holder of the Series H Preferred Stock at the close of business on such

record date shall be entitled to the dividend payable on such Series H Preferred Stock on the corresponding Series H Dividend

Payment Date notwithstanding the redemption of such Series H Preferred Stock prior to such Series H Dividend Payment Date. Except

as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any shares of

Series H Preferred Stock called for redemption.

(ii)           If

full cumulative dividends on the Series H Preferred Stock and any class or classes of Parity Stock have not been paid or declared

and set apart for payment, the Corporation may not purchase, redeem or otherwise acquire Series H Preferred Stock in part or any

Parity Stock other than in exchange for Junior Stock.

(iii)          On

and after the date fixed for redemption, provided that the Corporation has made available at the office of the registrar and transfer

agent a sufficient amount of cash to effect the redemption, dividends will cease to accrue on the shares of Series H Preferred Stock

called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related Series H

Dividend Payment Date, holders of Series H Preferred Stock on the applicable dividend payment record date will be entitled on such

Series H Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series H Dividend Payment

Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series H

Preferred Stock shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such

redemption.

(d)            The

following provisions set forth the procedures for redemption, in addition to those general procedures set forth in Section 5(c) hereof,

pursuant to the Regular Redemption Right.

(i)            A

notice of redemption (which may be contingent upon the occurrence of a future event) shall be mailed, postage prepaid, not less than 30

nor more than 60 days prior to the redemption date, addressed to the holders of record of the Series H Preferred Stock at their addresses

as they appear on the Corporation’s stock transfer records. A failure to give such notice or any defect in the notice or in its

mailing shall not affect the validity of the proceedings for the redemption of any shares of the Series H Preferred Stock except

as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of

any exchange upon which the Series H Preferred Stock may be listed or admitted to trading, each notice shall state: (A) the

redemption date; (B) the redemption price; (C) the number of shares of Series H Preferred Stock to be redeemed and, if

fewer than all the shares of Series H Preferred Stock held by such holder are to be redeemed, the number of such shares of Series H

Preferred Stock to be redeemed from such holder; (D) the place or places where the certificates, if any, evidencing the shares of

Series H Preferred Stock are to be surrendered for payment of the redemption price; and (E) that dividends on the shares to

be redeemed will cease to accrue on such redemption date except as otherwise provided herein.

Exhibit A

(ii)           If

fewer than all the outstanding shares of the Series H Preferred Stock are to be redeemed, the shares to be redeemed shall be selected

by lot or pro rata (as nearly as practicable without creating fractional shares).

(iii)          At

its election, the Corporation, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid

dividends to the redemption date) of the Series H Preferred Stock so called for redemption in trust for the holders thereof with

a bank or trust company, in which case the redemption notice to holders of the Series H Preferred Stock to be redeemed shall (A) state

the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and

(C) require such holders to surrender the certificates evidencing such shares at such place on or about the date fixed in such redemption

notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid

dividends to the redemption date). Subject to applicable escheat laws, any monies so deposited which remain unclaimed by the holders of

the Series H Preferred Stock at the end of two years after the redemption date shall be returned by such bank or trust company to

the Corporation.

(e)            The

following provisions set forth the procedures for redemption, in addition to those general procedures set forth in Section 5(c) hereof,

pursuant to the Special Redemption Right.

(i)            A

notice of special optional redemption will be mailed, postage prepaid, not less than 30 nor more than 60 days prior to the redemption

date, addressed to the holders of record of the Series H Preferred Stock at their addresses as they appear on the Corporation’s

stock transfer records. A failure to give such notice or any defect in the notice or in its mailing will not affect the validity of the

proceedings for the special optional redemption of the shares of Series H Preferred Stock except as to the holder to whom notice

was defective or not given. Each notice will state: (A) the redemption date; (B) the redemption price; (C) the number

of shares of Series H Preferred Stock to be redeemed; (D) the place or places where the certificates, if any, evidencing the

shares of Series H Preferred Stock are to be surrendered for payment; (E) that the shares of Series H Preferred Stock

are being redeemed pursuant to the Corporation’s special optional redemption right in connection with the occurrence of a Change

of Control and a brief description of the transaction or transactions constituting such Change of Control; (F) that the holders

of shares of Series H Preferred Stock to which the notice relates will not be able to tender such shares of Series H Preferred

Stock for conversion in connection with the Change of Control and each share of Series H Preferred Stock tendered for conversion

that is selected for redemption, prior to the Change of Control Conversion Date, will be redeemed on the related date of redemption instead

of converted on the Change of Control Conversion Date; and (G) that dividends on the shares to be redeemed will cease to accrue

on such redemption date except as otherwise provided herein.

Exhibit A

(ii)           If

fewer than all the shares of Series H Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder will

also specify the number of shares of Series H Preferred Stock to be redeemed from such holder. If fewer than all of the outstanding

shares of Series H Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata.

(iii)          On

and after the date fixed for redemption, provided that the Corporation has given a notice of redemption and has paid or set aside sufficient

funds for the redemption in trust for the benefit of the holders of shares of Series H Preferred Stock called for redemption, those

shares of Series H Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue on the share

of Series H Preferred Stock called for redemption and all other rights of the holders of those shares of Series H Preferred

Stock will terminate (except that, in the case of a redemption date after a dividend payment record date and prior to the related Series H

Dividend Payment Date, holders of Series H Preferred Stock on the applicable record date will be entitled on such Series H Dividend

Payment Date to receive the dividend payable on such shares on the corresponding Series H Dividend Payment Date). The holders of

those shares of Series H Preferred Stock will retain their right to receive the redemption price for their shares and any accrued

and unpaid dividends to (but not including) the redemption date, without interest from the date of such redemption.

(iv)          At