Form 8-K
8-K — DigitalBridge Group, Inc.
Accession: 0001104659-26-047803
Filed: 2026-04-23
Period: 2026-04-23
CIK: 0001679688
SIC: 6282 (INVESTMENT ADVICE)
Item: Submission of Matters to a Vote of Security Holders
Item: Other Events
Item: Financial Statements and Exhibits
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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):
April 23, 2026
DIGITALBRIDGE
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Maryland
001-37980
44-4591526
(State or Other Jurisdiction
of
Incorporation or
Organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (561) 570-4644
Not Applicable
(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:
¨
Written communication 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 each 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 (17 CFR §230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §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. ¨
Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 23, 2026, DigitalBridge
Group, Inc., a Maryland corporation (the “Company”), held a special meeting of stockholders (the “Company
Special Meeting”) in connection with the merger of the Company contemplated by the Agreement and Plan of Merger, dated as of
December 29, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company,
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”). Of the 182,392,592 shares of the Company’s Class A common stock, par value $0.01 per
share (“Company Common Stock”) issued and outstanding at the close of business on March 23, 2026, the record date
for the Company Special Meeting, 125,816,044 shares of Company Common Stock were present or represented by proxy at the Company
Special Meeting, which constituted a quorum. The results for each of the matters voted on at the Company Special Meeting are as
follows:
1. The proposal to approve the merger of the Company contemplated by the Merger Agreement (the “Merger
Proposal”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub I will be merged with and into
the Company, the separate existence of Merger Sub I will cease, and the Company will survive the merger as a wholly owned subsidiary of
Parent (the “Company Merger”), was approved by the votes set forth below:
Votes For
Votes Against
Abstentions
121,177,032
3,900,209
52,181
2. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid
by the Company to its named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement,
was not approved by the votes set forth below:
Votes For
Votes Against
Abstentions
28,779,251
96,013,357
335,291
3. In connection with the Company Special Meeting, the board of directors of the Company also solicited proxies
with respect to the proposal to adjourn the Company Special Meeting, from time to time, as determined in accordance with the Merger Agreement
by the board of directors of the Company, including for the purpose of soliciting additional votes for the approval of the Merger Proposal
if there were insufficient votes at the time of the Company Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
The Adjournment Proposal was not submitted to the Company stockholders for approval at the Company Special Meeting because a quorum of
stockholders entitled to vote at the Company Special Meeting was present or represented by proxy and the Company stockholders approved
the Merger Proposal.
Item 8.01
Other Events.
On April 23, 2026, the Company issued a
press release announcing the results of the voting at the Company Special Meeting held on April 23, 2026. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are filed herewith.
Exhibit
No.
Description
99.1
Press release dated April 23, 2026
104
The cover page of this Current Report on Form 8-K, formatted inline XBRL
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 Company Merger and the proposed merger involving Merger Sub II and Company OP (together
with the Company Merger, the “Mergers”), in each case, 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; (iv) the possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied,
in a timely manner or at all, or waived, including the failure to receive any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination
fee; (vi) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability
to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business,
or its operating results and business generally; (vii) risks related to diverting management’s attention from the Company’s
ongoing business operations; (viii) 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; (ix) certain restrictions
during the pendency of the Mergers that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;
(x) risks that the benefits of the Mergers are not realized when and as expected; (xi) the risk that the Company’s business and/or
SoftBank’s business will be adversely impacted during the pendency of the acquisition; (xii) legislative, regulatory and economic
developments; and (xiii) (A) the risk factors described in Part I, Item 1A of 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 Securities and Exchange Commission (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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DIGITALBRIDGE GROUP, INC.
Date: April 23, 2026
By:
/s/ Thomas Mayrhofer
Thomas Mayrhofer
Executive Vice President, Chief Financial Officer and Treasurer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2612488d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
DigitalBridge Stockholders Approve Acquisition by SoftBank Group
Corp.
April 23, 2026
Stockholders Approve $16.00 Per Share All-Cash
Transaction
BOCA RATON, Fla.--(BUSINESS WIRE)--Apr. 23, 2026-- DigitalBridge
Group, Inc. (NYSE: DBRG) (“DigitalBridge” or the “Company”) today announced that its stockholders voted to approve
the previously announced acquisition of DigitalBridge by SoftBank Group Corp. (“SoftBank”) at a virtual special meeting of
stockholders held on April 23, 2026. Under the terms of the acquisition agreement, DigitalBridge stockholders will receive $16.00 per
share in cash upon the closing of the transaction.
At the special meeting, stockholders of record as of the close of business
on March 23, 2026 — the record date for the meeting, on which date 182,392,592 shares of DigitalBridge common stock were
outstanding — were entitled to vote on the acquisition proposal. Holders of approximately 69% of shares outstanding as of
the record date participated in the special meeting, representing 125,816,044 shares. Of the votes cast, approximately 96% —
representing 121,177,032 shares — were voted in favor of the acquisition, satisfying the requirement for approval by holders
of a majority of the outstanding shares of DigitalBridge common stock entitled to vote under Maryland law, the Company’s charter
and the terms of the acquisition agreement. Preliminary vote results were announced at the conclusion of the special meeting. Final vote
results are expected to be certified by the independent Inspector of Election and filed on a Current Report on Form 8-K with the Securities
and Exchange Commission.
Completion of the acquisition remains subject to the satisfaction
or waiver of customary closing conditions, including the receipt of regulatory approvals, and is expected to close in the second half
of 2026.
DigitalBridge to Release First Quarter 2026 Results on April 28,
2026
DigitalBridge will release first quarter 2026 financial
results on Tuesday, April 28, 2026, after market close. Consistent with the Company’s practice during the pendency of the acquisition,
there will be no conference call or earnings webcast. A condensed investor presentation and supplemental financial information will be
available at ir.digitalbridge.com, along with the Company’s Form 10-Q for the quarter ended March
31, 2026.
About DigitalBridge
DigitalBridge (NYSE: DBRG) is a leading global alternative
asset manager dedicated to investing in digital infrastructure. With a heritage of more than 30 years investing in and operating businesses
across the digital ecosystem, including cell towers, data centers, fiber, small cells, and edge infrastructure, DigitalBridge manages
infrastructure assets on behalf of its limited partners and shareholders. The firm is headquartered in Boca Raton, Florida, with offices
across North America, Europe, the Middle East, and Asia. For more information, visit www.digitalbridge.com.
Forward-Looking Statements
Some of the statements contained in this press release 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 press release
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 proposed merger involving the Company and Duncan Sub I Inc.
(the “Company Merger”) and the proposed merger involving Duncan Sub II LLC and DigitalBridge Operating Company, LLC (together
with the Company Merger, the “Mergers”), in each case, 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; (iv) the possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied,
in a timely manner or at all, or waived, including the failure to receive any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination
fee; (vi) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability
to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business,
or its operating results and business generally; (vii) risks related to diverting management’s attention from the Company’s
ongoing business operations; (viii) 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; (ix) certain restrictions
during the pendency of the Mergers that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;
(x) risks that the benefits of the Mergers are not realized when and as expected; (xi) the risk that the Company’s business and/or
SoftBank’s business will be adversely impacted during the pendency of the acquisition; (xii) legislative, regulatory and economic
developments; and (xiii) (A) the risk factors described in Part I, Item 1A of 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 Securities and Exchange Commission (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 press release. The Company undertakes no obligation to update any of these forward-looking statements to reflect events
or circumstances after the date of this press release 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 press release should also read our other periodic filings made
with the SEC and other publicly filed documents for further discussion regarding such factors.
View
source version on businesswire.com: https://www.businesswire.com/news/home/20260423696293/en/
Investor
Contact:
Severin White
Managing
Director
DigitalBridge Group, Inc.
ir@digitalbridge.com
(212) 547-2777
Media
Contact:
Joele
Frank, Wilkinson Brimmer Katcher
dbrg-jf@joelefrank.com
(212)
355-4449
Source:
DigitalBridge Group, Inc.
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Apr. 23, 2026
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