Digitalbridge Group Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated December 29, 2025 to effect the acquisition of DigitalBridge by Parent (Merger Sub I will merge with and into DigitalBridge, leaving DigitalBridge as a wholly owned subsidiary of Parent), with holders to receive $16.00 per share in cash; approval is a condition to closing and requires a majority of outstanding shares.

   More detail

   This management proposal seeks shareholder approval to adopt the Agreement and Plan of Merger dated December 29, 2025, under which Merger Sub I will merge into DigitalBridge and DigitalBridge will become a wholly owned subsidiary of Parent, with each outstanding share (subject to exceptions for cancelled, converted and dissenting shares) entitled to $16.00 in cash. Management and the board assert approval is a condition to closing and represents immediate, certain cash value for holders; the Board’s recommendation followed review with outside counsel and financial advisors and receipt of fairness opinions from Barclays and J.P. Morgan. The proxy materials emphasize the all-cash nature and premium to recent market prices as primary benefits, while also noting that consummation requires satisfaction of customary conditions, including regulatory approvals and potential client consents. The merger agreement contains customary covenants such as non-solicitation (with a defined superior proposal process), board recommendation obligations, termination fees, and specific provisions governing treatment of equity awards, director indemnification and appraisal rights under Maryland law. The Board considered countervailing risks: regulatory risk, potential negative impacts if the deal fails, transaction costs, and restrictions on corporate actions during the pendency of the deal, but concluded the certainty of value and financing commitment justified the vote. Shareholders should note that approval is based on a majority of outstanding shares (not just votes cast), meaning failure to vote may effectively count against the merger, and that the exchange generally will be a taxable cash transaction. Because the named executive officer merger-related compensation vote is advisory and the company is contractually obligated to pay certain amounts, shareholder rejection of the advisory vote will not, by itself, prevent payment. The merger agreement provides for indemnities, specific performance remedies and governing law in Maryland; appraisal rights are available subject to strict procedural rules. Overall, the proposal asks shareholders to exchange ongoing public ownership for immediate cash consideration, trading future upside and reporting benefits for certainty and liquidity supported by board and advisor analyses.

2. 2

   Advisory Vote on Named Executive Officer Merger-Related Compensation (Say-on-Golden-Parachutes

   ManagementBoard: FOR

   Non-binding, advisory approval of the merger-related compensation that may be paid to DigitalBridge’s named executive officers in connection with the mergers, as disclosed in the “Golden Parachute Compensation” table and related discussion.

   More detail

   This is a non-binding advisory (“say-on-golden-parachutes”) proposal asking shareholders to approve the compensation that may be paid to named executive officers in connection with the mergers, as disclosed in the proxy under the Golden Parachute Compensation table and narrative. Management frames this as a required SEC advisory vote under Section 14A to provide shareholders an opportunity to express their view on merger-related pay; however, the filing makes clear the vote is non-binding and DigitalBridge is contractually obligated to pay the compensation described if the merger closes, subject to the agreement’s conditions. The Board recommends a vote FOR, noting that the compensation arises from contractual and employment arrangements and that Company executives and directors may have differing interests (e.g., accelerated vesting, severance protections, potential post-closing employment agreements), which the Board considered in its deliberations. From a governance perspective, the advisory vote provides a signal to the board and acquirer about shareholder sentiment toward transaction-related pay, but it will not change contractual obligations or the company’s payment duties at closing. The company’s proxy discloses the amounts and forms of payments, the rationale for approving the merger overall, and the Board’s view that the transaction and related compensation are appropriate in the context of the deal’s benefits, including cash certainty and premium. Investors weighing this vote should consider that dissenting on the advisory item does not prevent payments and that most insiders are expected to vote in favor; the Board’s recommendation and fairness opinions supporting the transaction may influence outcomes. Given its advisory nature, a significant negative shareholder vote could prompt post-closing governance responses or future compensation adjustments but would not alter the immediate payout mechanics in the merger agreement. The advisory proposal will be approved if a majority of votes cast are in favor, and abstentions and broker non-votes will have no effect on the outcome.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize the DigitalBridge Board to adjourn the special meeting from time to time, as determined in accordance with the merger agreement, including for the purpose of soliciting additional proxies in favor of the merger proposal if there are insufficient votes to approve the merger at the meeting.

   More detail

   This management proposal asks shareholders to authorize the chair and board to adjourn or postpone the special meeting from time to time in accordance with the merger agreement, primarily to allow additional time to solicit proxies if there are insufficient votes to approve the merger at the scheduled meeting time. The adjournment authority is procedural but practically important: because approval of the merger requires a majority of outstanding shares, the ability to adjourn to solicit additional votes can be determinative in ensuring completion of the transaction. The filing states the adjournment may be used if a quorum is not present or if more votes are needed, and that the chair may adjourn the meeting; the vote on adjournment itself is decided by a majority of votes cast on that question, and abstentions and broker non-votes will not affect its outcome. The Board recommends FOR, and notes that if you return a proxy and do not indicate how to vote on the adjournment proposal, your shares will be voted in favor of adjournment. Stockholders should note adjournments are subject to bylaws and merger agreement timing limitations and, if lengthy, may require new notices or record dates; excessive adjournments could raise costs or signal challenges obtaining support. In practice, this proposal is standard in contested or close-vote transactions and aims to protect stockholders’ ability to vote by ensuring adequate time to solicit and consider proxies, while preserving the company’s and parent’s contractual rights under the merger agreement. Because approval of the adjournment has no substantive impact on the deal terms, the Board recommends shareholders support it to avoid procedural obstacles to completing the merger.

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When is the Digitalbridge Group Inc 2026 special meeting?

Digitalbridge Group Inc (DBRG) holds its 2026 special shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Digitalbridge Group Inc 2026 meeting?

The record date for the Digitalbridge Group Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Digitalbridge Group Inc's 2026 meeting?

The board is presenting 7 director nominees at the Digitalbridge Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Digitalbridge Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Digitalbridge Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.