DigitalBridge Group, Inc 10-Q for FY2024 Q1

DigitalBridge Group, Inc. (DBRHP)

10-Q 2024-05-03 For: 2024-03-31

Added on April 05, 2026

About this 10-Q

DigitalBridge Group, Inc filed this 10-Q on May 3, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $74.39M; up 302.2% from $18.5M a year earlier
Net loss: $29.63M; compared with a net loss of $197.8M a year earlier
Diluted EPS: -$0.28; compared with -$1.34 a year earlier

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	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income (Loss)	6
	Consolidated Statements of Equity	7
	Consolidated Statements of Cash Flows	9
	Notes to Consolidated Financial Statements:	12
	1. Business and Organization	12
	2. Summary of Significant Accounting Policies	12
	3. Business Combinations	16
	4. Investments	18
	5 . Goodwill and I ntangible A sset s	20
	6 . Restricted Cash, Other Assets and Other Liabilities	21
	7 . Debt	22
	8 . Stockholders' Equity	23
	9 . Noncontrolling Interests	26
	1 0 . Fair Value	26
	1 1 . Earnings per Share	30
	1 2 . Fee Revenue	30
	1 3 . Equity-Based Compensation	31
	14. Variable Interest Entities	33
	1 5 . Transactions with Affiliates	35
	16. Segment Reporting	36
	1 7 . Commitments and Contingencies	37

	1 8 . Subsequent Events	37
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	55
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	57
SIGNATURES		58


	March 31, 2024 (Unaudited)		December 31, 2023
Assets
Cash and cash equivalents	$	247,354	$	345,335
Restricted cash	4,787		4,915
Investments ($574,532 and $572,749 at fair value)	2,488,826		2,476,093
Goodwill	465,602		465,991
Intangible assets	95,131		103,750
Other assets	73,871		78,953
Due from affiliates	87,666		85,815
Assets of discontinued operations	579		1,698
Total assets	$	3,463,816	$	3,562,550
Liabilities
Debt	$	366,506	$	371,783
Other liabilities ($67,187 and $124,019 at fair value)	573,961		681,451

Liabilities of discontinued operations	918		153
Total liabilities	941,385		1,053,387
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	19,596		17,862
Equity
Stockholders’ equity:
Preferred stock, $0.01 par value per share; $821,899 liquidation preference; 250,000 shares authorized; 32,876 shares issued and outstanding	794,670		794,670
Common stock, $0.01 par value per share
Class A, 237,250 shares authorized; 166,052 and 163,209 shares issued and outstanding	1,660		1,632
Class B, 250 shares authorized; 166 shares issued and outstanding	2		2
Additional paid-in capital	7,909,865		7,855,842
Accumulated deficit	(6,888,452)		(6,842,502)
Accumulated other comprehensive income (loss)	712		1,411
Total stockholders’ equity	1,818,457		1,811,055
Noncontrolling interests in investment entities	610,692		605,311
Noncontrolling interests in Operating Company	73,686		74,935
Total equity	2,502,835		2,491,301
Total liabilities, redeemable noncontrolling interests and equity	$	3,463,816	$	3,562,550


	Three Months Ended March 31,
	2024		2023
Revenues
Fee revenue ($69,811 and $56,389 from affiliates)	$	72,955	$	59,126
Carried interest allocation (reversal)	(8,478)		(54,756)
Principal investment income	2,845		3,562
Other income ($2,486 and $1,253 from affiliates)	7,071		10,564
Total revenues	74,393		18,496
Expenses
Interest expense	5,192		8,131
Transaction-related costs	760		8,527
Depreciation and amortization	9,167		6,875


Compensation expense—cash and equity-based	51,184		47,471
Compensation expense—incentive fee and carried interest allocation (reversal)	(6,714)		(36,831)
Administrative and other expenses	24,310		20,447
Total expenses	83,899		54,620
Other income (loss)
Other gain (loss), net	(5,894)		(144,514)
Income (loss) from continuing operations before income taxes	(15,400)		(180,638)
Income tax benefit (expense)	(1,246)		(1,098)
Income (loss) from continuing operations	(16,646)		(181,736)
Income (loss) from discontinued operations	(14,120)		(110,608)
Net income (loss)	(30,766)		(292,344)
Net income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests	733		6,943
Investment entities	1,467		(84,828)
Operating Company	(3,338)		(16,662)
Net income (loss) attributable to DigitalBridge Group, Inc.	(29,628)		(197,797)
Preferred stock dividends	14,660		14,676

Net income (loss) attributable to common stockholders	$	(44,288)	$	(212,473)
Income (loss) per share—basic
Income (loss) from continuing operations per common share—basic	$	(0.20)	$	(1.19)
Net income (loss) attributable to common stockholders per common share—basic	$	(0.28)	$	(1.34)
Income (loss) per share—diluted
Income (Loss) from continuing operations per common share—diluted	$	(0.20)	$	(1.19)
Net income (loss) attributable to common stockholders per common share—diluted	$	(0.28)	$	(1.34)
Weighted average number of shares
Basic	161,043		158,446
Diluted	161,043		158,446
Dividends declared per common share	$	0.01	$	0.01


	Three Months Ended March 31,
	2024		2023
Net income (loss)	$	(30,766)	$	(292,344)
Changes in accumulated other comprehensive income (loss) related to:
Equity method investments	—		318

Foreign currency translation	(754)		(231)


Other comprehensive income (loss)	(754)		87
Comprehensive income (loss)	(31,520)		(292,257)
Comprehensive income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests	733		6,943
Investment entities	1,467		(84,793)
Operating Company	(3,392)		(16,643)
Comprehensive income (loss) attributable to stockholders	$	(30,328)	$	(197,764)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Noncontrolling Interests in Operating Company		Total Equity


Balance at December 31, 2022	$	800,355	$	6,397	$	7,818,068	$	(6,962,613)	$	(1,509)	$	1,660,698	$	2,743,896	$	64,895	$	4,469,489
Net income (loss)	—		—		—		(197,797)		—		(197,797)		(84,828)		(16,662)		(299,287)
Other comprehensive income (loss)	—		—		—		—		33		33		35		19		87




Common stock repurchases	(52)		—		—		—		—		(52)		—		—		(52)

Equity-based compensation	—		99		10,930		—		—		11,029		5,542		41		16,612
Shares canceled for tax withholdings on vested equity awards	—		(16)		(4,847)		—		—		(4,863)		—		—		(4,863)


Contributions from noncontrolling interests	—		—		—		—		—		—		29,684		—		29,684
Distributions to noncontrolling interests	—		—		—		—		—		—		(43,436)		(126)		(43,562)
Preferred stock dividends	—		—		—		(14,676)		—		(14,676)		—		—		(14,676)
Common stock dividends declared ($0.01 per share)	—		—		—		(1,620)		—		(1,620)		—		—		(1,620)
Reallocation of equity (Notes 2 and 9)	—		—		(429)		—		(2)		(431)		—		431		—
Balance at March 31, 2023	$	800,303	$	6,480	$	7,823,722	$	(7,176,706)	$	(1,478)	$	1,452,321	$	2,650,893	$	48,598	$	4,151,812


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended March 31,
(In thousands)	2024		2023
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	5,691	$	53,375
Cash received (paid) for income taxes	836		1,463
Operating lease payments for corporate offices	2,352		2,078
Supplemental Disclosure of Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities of discontinued operations	$	431	$	67,796
Net cash provided by (used in) investing activities of discontinued operations	27		86,817
Supplemental Disclosure of Noncash Investing and Financing Activities
Dividends and distributions payable	$	16,563	$	16,444
Receivables from asset sales	—		2,282

Redemption of OP Units for common stock	515		—

Exchange of notes into shares of Class A common stock	5,941		—

Settlement of Wafra contingent consideration through issuance of Class A common stock	17,500		—




Preferred stock repurchase payable	—		52


(In thousands)	As Reported At December 31, 2023		Measurement Period Adjustments	As Reported At March 31, 2024
Consideration
Cash	$	365,440		$	365,440
Estimated fair value of contingent consideration	10,874			10,874
	$	376,314		$	376,314
Assets acquired and liabilities assumed
Cash	51,174			51,174
Principal investments	112,310			112,310
Intangible assets	50,800			50,800
Other assets	34,699		16	34,715
Deferred tax liabilities	(10,198)			(10,198)
Other liabilities	(30,214)		373	(29,841)
Fair value of net assets acquired	208,571			208,960
Goodwill	167,743		(389)	167,354
	$	376,314		$	376,314


(In thousands)	March 31, 2024		December 31, 2023
Equity method investments
Principal investments	$	1,213,517	$	1,194,417
Carried interest allocation	667,943		676,421
Marketable equity securities	32,188		17,487
Other equity investments	35,559		53,930
CLO subordinated notes	49,791		50,927
	1,998,998		1,993,182
Equity investments of consolidated funds
Marketable equity securities	73,214		66,297
Other investments	416,614		416,614
	$	2,488,826	$	2,476,093


	Amortized Cost without Allowance for Credit Loss		Allowance for Credit Loss		Gross Cumulative Unrealized
(in thousands)					Gains		Losses		Fair Value
March 31, 2024	$	49,791	$	—	$	—	$	—	$	49,791
December 31, 2023	50,927		—		—		—		50,927


	Year Ending December 31,
(In thousands)	Remaining 2024		2025		2026		2027		2028		2029 and thereafter		Total




Amortization expense	$	22,549	$	25,165	$	17,572	$	11,975	$	7,881	$	9,989	$	95,131


($ in thousands)	Outstanding Principal		Interest Rate (Per Annum)(1)		Anticipated Repayment Date(2)	Years Remaining to Maturity(2)
Class A-2 Notes	$	300,000	3.93	%	September 2026	2.5
Variable Funding Notes	—		1-month Term SOFR + 3%		September 2024	0.5


Description	Issuance Date	Due Date	Interest Rate (per annum)		Exchange Price (per share of common stock)		Exchange Ratio (in shares)(1)	Exchange Shares (in thousands)	Earliest Redemption Date	Outstanding Principal
										March 31, 2024		December 31, 2023

5.75% Exchangeable Senior Notes	July 2020	July 15, 2025	5.75	%	$	9.20	108.6956	7,872	July 21, 2023	$	72,422	$	78,422


	Number of Shares
(In thousands)	Preferred Stock	Class A Common Stock	Class B Common Stock









Shares outstanding at December 31, 2022	33,111	159,763	166

Stock repurchases	(3)	—	—



Equity awards issued, net of forfeitures	—	2,486	—
Shares canceled for tax withholding on vested equity awards	—	(415)	—
Shares outstanding at March 31, 2023	33,108	161,834	166

Shares outstanding at December 31, 2023	32,876	163,209	166




Exchange of notes for class A common stock	—	673	—
Shares issued upon redemption of OP Units	—	85	—
Settlement of contingent consideration (Note 6)	—	1,020	—
Equity awards issued, net of forfeitures	—	1,465	—
Shares canceled for tax withholding on vested equity awards	—	(400)	—
Shares outstanding at March 31, 2024	32,876	166,052	166


	March 31, 2024						December 31, 2023
(In thousands)	Carrying Amount (1)(2)		Accumulated Amortization(1)(2)		Net Carrying Amount(1)		Carrying Amount (1)(2)		Accumulated Amortization(1)(2)		Net Carrying Amount(1)
Investment management contracts	$	138,797	$	(79,720)	$	59,077	$	150,835	$	(84,824)	$	66,011
Investor relationships	53,419		(20,578)		32,841		53,572		(19,190)		34,382
Trade name	4,300		(2,014)		2,286		4,300		(1,907)		2,393
Other (3)	1,518		(591)		927		1,518		(554)		964
	$	198,034	$	(102,903)	$	95,131	$	210,225	$	(106,475)	$	103,750


Description	Dividend Rate Per Annum		Initial Issuance Date	Shares Outstanding (in thousands)	Par Value (in thousands)		Liquidation Preference (in thousands)		Earliest Redemption Date
Series H	7.125	%	April 2015	8,395	$	84	$	209,870	Currently redeemable
Series I	7.15	%	June 2017	12,867	129		321,668		Currently redeemable
Series J	7.125	%	September 2017	11,614	116		290,361		Currently redeemable
				32,876	$	329	$	821,899


(In thousands)	Company's Share in AOCI of Equity Method Investments		Foreign Currency Translation Gain (Loss)		Total




AOCI at December 31, 2022	$	(295)	$	(1,214)	$	(1,509)
Other comprehensive income (loss) before reclassifications	(1)		787		786
Amounts reclassified from AOCI	296		(1,051)		(755)

AOCI at March 31, 2023	$	—	$	(1,478)	$	(1,478)

AOCI at December 31, 2023	$	—	$	1,411	$	1,411
Other comprehensive income (loss) before reclassifications	—		(1,018)		(1,018)
Amounts reclassified from AOCI	—		319		319

AOCI at March 31, 2024	$	—	$	712	$	712


(In thousands)	Three Months Ended March 31,
Component of AOCI reclassified into earnings	2024		2023


Release of foreign currency cumulative translation adjustments	$	(319)	$	1,051




Release of AOCI of equity method investments	—		(296)


	Fair Value Measurement Hierarchy
(In thousands)	Level 1		Level 2		Level 3		Total
March 31, 2024
Assets
Investments (Note 4)
Marketable equity securities	$	32,188	$	—	$	—	$	32,188
CLO subordinated notes	—		—		49,791		49,791
Equity investments of consolidated funds	73,214		—		416,614		489,828
Fair Value Option:
Equity method investment	—		—		2,725		2,725
Liabilities
Other liabilities
InfraBridge contingent consideration	—		—		11,338		11,338

Warrants issued to Wafra	—		—		11,600		11,600
Securities of consolidated funds sold short	44,249		—		—		44,249
December 31, 2023
Assets
Investments (Note 4)
Marketable equity securities	$	17,487	$	—	$	—	$	17,487
CLO subordinated notes	—		—		50,927		50,927
Equity investments of consolidated funds	66,297		—		416,614		482,911
Fair Value Option:
Equity method investment	—		—		6,700		6,700

Liabilities
Other liabilities
InfraBridge contingent consideration	—		—		11,338		11,338

Warrants issued to Wafra	—		—		39,200		39,200
Securities of consolidated funds sold short	38,481		—		—		38,481


	Level 3 Assets							Level 3 Liabilities
		Fair Value Option				Equity Investment of Consolidated Funds		Warrants		InfraBridge Contingent Consideration
(In thousands)		Loans Receivable		Equity Method Investments









Fair value at December 31, 2022		$	133,307	$	—	$	46,770	$	17,700	$	—
Contributions		—		—		9,627		—		—

Business combination		—		—		—		—		10,874
Change in consolidated fund's share of equity investment (1)		—		—		6,125		—		—
Paydown of underlying loans held by equity investment of consolidated fund		—		—		(25)		—		—

Unrealized gain (loss) in earnings, net		(133,307)		—		11		4,500		65

Fair value at March 31, 2023		$	—	$	—	$	62,508	$	22,200	$	10,939

Net unrealized gain (loss) in earnings on instruments held at March 31, 2023		$	(133,307)	$	—	$	11	$	4,500	$	65

Fair value at December 31, 2023		$	—	$	6,700	$	416,614	$	39,200	$	11,338
Unrealized gain (loss) in earnings, net		—		(3,975)		—		5,400		—
Reclassification to equity		—		—		—		(33,000)		—

Fair value at March 31, 2024		$	—	$	2,725	$	416,614	$	11,600	$	11,338

Net unrealized gain (loss) in earnings on instruments held at March 31, 2024		$	—	$	(3,975)	$	—	$	2,500	$	—


	Fair Value Measurements								Carrying Value
(In thousands)	Level 1		Level 2		Level 3		Total
March 31, 2024
Liabilities
Secured fund fee revenue notes	$	—	$	250,547	$	—	$	250,547	$	294,791
Exchangeable senior notes	—		147,204		—		147,204		71,715
December 31, 2023
Liabilities
Secured fund fee revenue notes	$	—	$	250,547	$	—	$	250,547	$	294,267
Exchangeable senior notes			152,296		—		152,296		77,516


	Three Months Ended March 31,
(In thousands, except per share data)	2024		2023
Net income (loss) allocated to common stockholders


Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	(16,498)	$	(174,739)
Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.	(13,130)		(23,058)
Net income (loss) attributable to DigitalBridge Group, Inc.	(29,628)		(197,797)

Preferred dividends	(14,660)		(14,676)
Net income (loss) attributable to common stockholders	(44,288)		(212,473)
Net income (loss) allocated to participating securities	(34)		(31)
Net income (loss) allocated to common stockholders—basic	(44,322)		(212,504)
Interest expense attributable to exchangeable notes (1)	—		—
Net income (loss) allocated to common stockholders—diluted	$	(44,322)	$	(212,504)
Weighted average common shares outstanding
Weighted average number of common shares outstanding—basic	161,043		158,446
Weighted average effect of dilutive shares (1)(2)(3)	—		—
Weighted average number of common shares outstanding—diluted	161,043		158,446
Income (loss) per share—basic
Income (Loss) from continuing operations	$	(0.20)	$	(1.19)
Income (Loss) from discontinued operations	(0.08)		(0.15)
Net income (loss) attributable to common stockholders per common share—basic	$	(0.28)	$	(1.34)
Income (loss) per share—diluted
Income (Loss) from continuing operations	$	(0.20)	$	(1.19)
Income (Loss) from discontinued operations	(0.08)		(0.15)
Net income (loss) attributable to common stockholders per common share—diluted	$	(0.28)	$	(1.34)


	2024 PSU Grants	2023 PSU Grants	2022 PSU Grants
Expected volatility of the Company's class A common stock (1)	44.6%	41.3%	32.4%
Expected annual dividend yield (2)	0.2%	0.3%	—%
Risk-free rate (per annum) (3)	4.5%	3.8%	2.0%


	2022 LTIP Grant	2019 LTIP Grant (1)
Expected volatility of the Company's class A common stock (2)	34.0%	28.3%
Expected dividend yield (3)	0.0%	8.1%
Risk-free rate (per annum) (4)	3.6%	1.8%


							Weighted Average Grant Date Fair Value
	Restricted Stock	LTIP Units (1)	DSUs	RSUs (2)	PSUs (3)	Total	PSUs		All Other Awards
Unvested shares and units at December 31, 2023	2,813,369	2,625,000	64,099	599,347	1,274,435	7,376,250	$	21.66	$	9.80
Granted	1,523,257	—	127	26,610	199,069	1,749,063	19.27		18.04
Vested	(982,831)	—	(91)	—	—	(982,922)	—		16.85
Forfeited	(59,157)	—	—	—	(643,178)	(702,335)	26.92		22.46
Unvested shares and units at March 31, 2024	3,294,638	2,625,000	64,135	625,957	830,326	7,440,056	17.01		10.57


($ in millions)	Inception Date (2)	Total Commitments	Invested Capital (3)	Available Capital (4)	Investment Value			MOIC (7) (9)		IRR (8) (9)
Fund (1)					Unrealized	Realized (5)	Total (6)	Gross	Net	Gross	Net
Value-Add
DBP I	Mar-2018	$4,059	$4,836	$98	$6,274	$1,214	$7,488	1.5x	1.4x	15.9%	11.3%
DBP II	Nov-2020	8,286	6,964	1,103	7,850	817	8,667	1.2x	1.2x	11.0%	7.7%
Core
SAF	Nov-2022	1,110	884	220	936	13	949	1.1x	1.1x	8.5%	5.6%
InfraBridge
GIF I	Mar-2015	1,411	1,507	406	1,240	1,091	2,331	1.5x	1.4x	9.4%	6.9%
GIF II	Jan-2018	3,382	3,169	26	2,608	105	2,713	0.9x	0.8x	<0%	<0%
Credit
Credit I	Dec-2022	697	394	377	352	86	438	1.1x	1.1x	17.2%	10.8%


(In billions)	March 31, 2024		December 31, 2023
Assets Under Management	$	80.1	$	80.1

Fee Earning Equity Under Management
DBP infrastructure equity	$	13.1	$	13.0
InfraBridge Global Infrastructure	5.1		5.1



Core Equity, Credit and Liquid Strategies	2.9		2.8
Co-invest vehicles	9.9		9.5
Separately capitalized portfolio companies	1.5		2.4
	$	32.5	$	32.8


	Three Months Ended March 31, 2024
(In billions)
Fee Earning Equity Under Management
Balance at January 1	$	32.8
Inflows (1)	1.3
Outflows (2)	(1.6)
Market activity and other (3)	—
Balance at March 31	$	32.5


($ in thousands)	Outstanding Principal		Interest Rate (Per Annum)		Anticipated Repayment Date	Years Remaining to Maturity
Class A-2 Notes	$	300,000	3.93	%	September 2026	2.5


DigitalBridge Group, Inc.

By:						/s/ Marc C. Ganzi
						Marc C. Ganzi
						Chief Executive Officer (Principal Executive Officer)

By:						/s/ Thomas Mayrhofer
						Thomas Mayrhofer
						Chief Financial Officer (Principal Financial Officer)

By:						/s/ Tracey Teh
						Tracey Teh
						Chief Accounting Officer (Principal Accounting Officer)


Restricted Stock			This Agreement evidences an award of shares of Stock in the number set forth on the online acceptance form accompanying this Agreement and subject to the vesting and other conditions set forth herein, in the Plan, and in the online acceptance form accompanying this Agreement (the “Restricted Stock”). The purchase price is deemed paid by your prior Service to the Company.
Transfer of Unvested Restricted Stock			Unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately forfeit the Restricted Stock.
Issuance and Vesting Change in Control			The Company will issue the Restricted Stock in the name set forth on the online acceptance form accompanying this Agreement. Your rights to the Restricted Stock under this Agreement shall vest in accordance with the vesting schedule set forth on the online acceptance form accompanying this Agreement, so long as you continue in Service on each applicable vesting date set forth on the online acceptance form accompanying this Agreement; provided, however, that for purposes of vesting, fractional numbers of shares of Stock shall be rounded down to the next nearest whole number. Notwithstanding the vesting schedule set forth on the online acceptance form accompanying this Agreement, the Restricted Stock will become one hundred percent (100%) vested upon termination of your Service due to your death or Disability. Notwithstanding the vesting schedule set forth on the online acceptance form accompanying this Agreement, upon the consummation of a Change in Control, the Restricted Stock will become one hundred percent (100%) vested (i) if the Restricted Stock is not assumed, or equivalent restricted securities are not substituted for the Restricted Stock, by the Company or its successor, or (ii) if assumed or substituted for, upon your Involuntary Termination within the twenty-four (24)-month period following the consummation of the Change in Control.


Evidence of Issuance			The issuance of the shares of Stock under the Grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary.
Forfeiture of Unvested Restricted Stock			Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between an Applicable Entity and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service.
Forfeiture of Rights			If you should take actions in material violation or material breach of or in material conflict with any (a) Services Agreement, (b) secondment agreement, (c) Company policy or procedure, (d) other agreement, or (e) any other obligation to any Applicable Entity, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock under this Agreement, and you will immediately forfeit the Restricted Stock to the Company. In addition, if you have vested in Restricted Stock during the two (2)-year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (1) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Restricted Stock or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).
Leaves of Absence			For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree.


Section 83(b) Election			Under Section 83 of the Code, the difference between the purchase price paid for the shares of Stock and their Fair Market Value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the forfeiture as to unvested Restricted Stock described above. You may elect to be taxed at the time the Restricted Stock is granted, rather than when such shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Grant Date on the online acceptance form accompanying this Agreement. If you are eligible to file an election and elect to do so, you will have to make a tax payment to the extent the purchase price is less than the Fair Market Value of the shares on the Grant Date. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the Grant Date. Failure to make this filing within the applicable thirty (30)-day period will result in the recognition of ordinary income by you (in the event the Fair Market Value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY CODE SECTION 83(b) ELECTION. To obtain a Section 83(b) election form and/or procedures for making the election, please contact UpperTier@digitalbridge.com.
Withholding Taxes			You agree as a condition of this Grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the payment of dividends or the vesting of shares of Stock acquired under this Grant. In the event that any Applicable Entity determines that any federal, state, local, or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of shares of Stock arising from this Grant, the Applicable Entity shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Applicable Entity (including withholding the delivery of vested shares of Stock otherwise deliverable under this Agreement).
Retention Rights			This Agreement and the Grant evidenced hereby do not give you the right to be retained by any Applicable Entity in any capacity. Unless otherwise specified in an employment or other written agreement between the Applicable Entity and you, the Applicable Entity reserves the right to terminate your Service at any time and for any reason.


Stockholder Rights			You will be entitled to vote such shares of Restricted Stock and to receive, upon the Company’s payment of a cash dividend on outstanding shares of Stock, a cash amount equal to the per-share dividend paid on the Restricted Stock, in either case, that you hold as of the applicable record date. Notwithstanding the foregoing, you shall not be entitled to vote or receive any cash dividend on the Restricted Stock you hold if the record date for such cash dividend is on or prior to the date on which your share certificate is issued (or an appropriate entry is made). Your Grant shall be subject to the terms of any applicable transaction agreement in the event the Company is subject to any merger, reorganization, consolidation, liquidation or other corporate activity.
Legends			If and to the extent that the Restricted Stock is represented by share certificates rather than book entry, all share certificates representing the Stock issued under this Grant shall, where applicable, have endorsed thereon the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE, AND OTHER RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” To the extent the Stock is represented by a book entry, such book entry will contain an appropriate legend or restriction similar to the foregoing.
Clawback			This Grant is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy or any other Board-approved clawback policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Grant earned or accrued during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained information affected by such material noncompliance.


Applicable Law			This Agreement will be interpreted and enforced under the laws of the State of New York, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan			The text of the Plan is incorporated into this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Grant. Any prior agreements, commitments, or negotiations concerning this Grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement between you and any Applicable Entity (each a “Services Agreement”) shall supersede this Agreement with respect to its subject matter.
Data Privacy			In order to administer the Plan, an Applicable Entity may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you, such as your contact information, payroll information, and any other information that might be deemed appropriate by the Applicable Entity to facilitate the administration of the Plan. By accepting this Grant, you give explicit consent to any Applicable Entity to process any such personal data.
Code Section 409A			The Grant of Restricted Stock under this Agreement is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither an Applicable Entity nor the Administrator will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither an Applicable Entity nor the Administrator will have any liability to you for such tax or penalty.


Certain Definitions			For the purposes of this Agreement, the following terms shall be defined as set forth below: “Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary. “Applicable Entity” means the Company and its Affiliates. “Cause” means, unless otherwise provided in a Services Agreement, with respect to any Grantee, as determined by the Company, (a) repeated violations by such Grantee of such Grantee’s obligations to the Applicable Entity (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on such Grantee’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Applicable Entity, and which are not remedied within a reasonable period of time after such Grantee’s receipt of written notice from the Applicable Entity specifying such violations; (b) the conviction of such Grantee of a felony involving an act of dishonesty intended to result in substantial personal enrichment of such Grantee at the expense of the Applicable Entity; or (c) prior to a Change in Control, such other events as shall be determined by the Administrator in its sole discretion. Any determination by the Administrator whether an event constituting Cause shall have occurred shall be final, binding, and conclusive. “Disability” means, unless otherwise provided in a Services Agreement, the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.