DigitalBridge Group (DBRG) Proxy filing summary

Executive summary

• A special meeting is scheduled for April 23, 2026, for shareholders to vote on a proposed merger in which shareholders will receive $16.00 per share in cash, representing a premium over recent trading prices.

• The merger is structured as a two-step transaction: DigitalBridge will merge with a subsidiary of Duncan Holdco LLC (an indirect SoftBank subsidiary), becoming a wholly owned subsidiary, followed by a merger of DigitalBridge Operating Company, LLC.

• The board unanimously recommends voting in favor of the merger, citing a premium to market price, certainty of value, and a thorough strategic review process.

• If approved, DigitalBridge will be delisted from the NYSE and become privately held; if not approved, it will remain independent and publicly traded.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger proposal, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if necessary to solicit additional votes.

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

• Abstentions and broker non-votes have the effect of a vote against the merger but do not affect the other proposals.

• Shareholders who do not vote in favor may seek appraisal rights under Maryland law.

Board of directors and corporate governance

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

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

• The post-merger board of the surviving corporation will consist of the directors of the acquiring subsidiary, with certain DigitalBridge executives joining the board of the new holding company.