DigitalBridge Group, Inc. has completed the acquisition transaction outlined in its merger agreement, resulting in the company becoming an indirect subsidiary of Duncan Holdco LLC. The deal, which closed on September 30, 2026, converts outstanding equity into cash payments for most shareholders while maintaining the preferred stock structure under the surviving corporation.
The transaction was executed through a series of mergers defined in the agreement dated December 29, 2025. Duncan Sub I Inc. merged with DigitalBridge Group, Inc., with DigitalBridge continuing as the surviving corporation and becoming an indirect subsidiary of Duncan Holdco LLC. Immediately following this, Duncan Sub II LLC merged with DigitalBridge Operating Company, LLC. In preparation for these steps, DigitalBridge formed DigitalBridge Group Subsidiary I, LLC and contributed a portion of its common and preferred units in DigitalBridge Operating Company, LLC to this new entity. These contributed units represented approximately 1% of the outstanding common units and each series of preferred units.
Shareholders holding Class A common stock, Class B common stock, or Performance Common stock received $16.00 in cash for each share issued and outstanding immediately prior to the merger's effective time. This payment was made without interest and was subject to applicable withholding laws. Similarly, holders of common units in DigitalBridge Operating Company, LLC were converted into the right to receive $16.00 in cash per unit. However, specific units held by DigitalBridge Group, Inc. and DigitalBridge Group Subsidiary I, LLC remained outstanding and were not converted into cash consideration.
The company's preferred stock structure persisted through the transaction. Each share of preferred stock issued before the merger remained outstanding as a share of the surviving corporation, subject to change of control conversion rights. Likewise, preferred units in DigitalBridge Operating Company, LLC remained outstanding as preferred units of the surviving operating company. The filing identifies three series of cumulative redeemable preferred stock: Series H at 7.125%, Series I at 7.15%, and Series J at 7.125%, all with a $0.01 par value.
Equity awards granted under the company's omnibus stock incentive plans were addressed as part of the merger process. Awards for shares of common stock subject to vesting or repurchase conditions were treated according to the terms set forth in the agreement, with specific exceptions noted for awards held by Marc C. Ganzi. The company reported that it is not an emerging growth company for the purposes of this filing.
DigitalBridge Group, Inc. is incorporated in Maryland and has its principal executive offices in Boca Raton, Florida. Its securities trade on the New York Stock Exchange under the symbols DBRG for Class A common stock and DBRG.PRH, DBRG.PRI, and DBRG.PRJ for the respective preferred stock series.