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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

 

 

 

 

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.
[email protected]
(212) 547-2777

 

Media Contact:

Joele Frank, Wilkinson Brimmer Katcher

[email protected]

(212) 355-4449

 

Source: DigitalBridge Group, Inc.