DigitalBridge Group (DBRG) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger in which shareholders will receive $16.00 per share in cash, representing a 14.9% premium over the pre-announcement price and a 50% premium to the unaffected 52-week average.

• The merger is structured so that DigitalBridge becomes a wholly owned subsidiary of Parent (Duncan Holdco LLC, an indirect SoftBank subsidiary), with a subsequent merger of the operating company.

• The board unanimously recommends voting in favor of the merger, citing certainty of value, premium to market, and a thorough strategic review process with no superior alternatives.

• If the merger is not approved, DigitalBridge will remain independent, and shares will continue trading on the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the right to adjourn the meeting to solicit additional votes if needed.

• Approval of the merger requires a majority of outstanding shares; the executive compensation and adjournment proposals require a majority of votes cast.

• Shareholders who do not vote or abstain will have their shares counted as votes against the merger.

• Appraisal rights are available for shareholders who object and follow statutory procedures.

Board of directors and corporate governance

• The board established a transaction committee of independent directors to oversee negotiations and recommend the transaction.

• The board and committee determined the merger is in the best interests of shareholders after consulting legal and financial advisors.

• Post-merger, the board of the surviving corporation will be designated by Parent.