DigitalBridge Group, Inc. (NYSE: DBRG) (the “Company” or “DigitalBridge”), publicly announced today, in connection with its anticipated acquisition by an affiliate of SoftBank Group Corp. (TSE: 9984, “SoftBank Group”), that it intends to voluntarily withdraw from listing on the New York Stock Exchange (the “NYSE”) and registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s (i) 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value (the “Series H Preferred Stock”) (NYSE symbol: DBRG.PRH), (ii) 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value (the “Series I Preferred Stock”) (NYSE symbol: DBRG.PRI) and (iii) 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 “Preferred Stock”) (NYSE symbol: DBRG.PRJ).
As previously announced, on December 29, 2025, DigitalBridge entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Duncan Holdco LLC, a Delaware limited liability company and affiliate of SoftBank Group (“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, and DigitalBridge Operating Company, LLC, a Delaware limited liability company (“Company OP”), pursuant to which, among other things, Merger Sub I will merge with and into the Company (the “Company Merger”), with the Company continuing as the surviving corporation.
The Company is pursuing the delisting and deregistration as set forth in the Merger Agreement because it believes that, following the anticipated closing of the acquisition and the Company’s resulting transition from a publicly held company to an indirect subsidiary of SoftBank Group, the costs of compliance, the demands on management’s time and the resources required to maintain the listing of the Preferred Stock on the NYSE and to satisfy the periodic reporting obligations applicable to the Preferred Stock under the Exchange Act are greater than the benefits. The Company has not arranged for the Preferred Stock to be listed or registered on another national securities exchange, or to be quoted in a quotation medium as defined in Rule 15c2-11 under the Exchange Act, following their withdrawal from listing on the NYSE.
Pursuant to the terms of each series of Preferred Stock, following the completion of the Company Merger, each holder of Preferred Stock will have the right as provided under the terms of the applicable series, subject to the conditions and limitations set forth therein, to convert any or all of the shares of such series of Preferred Stock held by such holder into cash on a date (each, a “Conversion Date”) that will be specified in the notice to be delivered by the Company to the holders of each series of Preferred Stock, which Conversion Date for such series will be no less than 20 days nor more than 35 days after the date on which the notice for such series is given.
The terms and conditions of the Preferred Stock will remain unchanged following the delisting. A copy of the terms of the Series H Preferred Stock is set forth in the Company’s Restated Charter included as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and a copy of the terms of each of the Series I Preferred Stock and Series J Preferred Stock were included as Exhibits 3.3 and 3.4, respectively, to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission and available at www.sec.gov.
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 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 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 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 Group’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.
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