Business context and reporting period
DigitalBridge Group, Inc. filed this Form 8-K on September 30, 2026, reporting completion of its merger with Duncan Sub I Inc. and the subsequent merger of DigitalBridge Operating Company, LLC with Duncan Sub II LLC. DigitalBridge survives as an indirect subsidiary of Duncan Holdco LLC, which is wholly owned by SoftBank Group Overseas GK, a subsidiary of SoftBank Group Corp. This is a transaction filing, not an earnings report.
Financial and transaction terms
- Each eligible share of DigitalBridge Class A, Class B, and Performance Common Stock was converted into the right to receive $16.00 in cash per share, subject to withholding and merger-agreement exceptions. Eligible Operating Company common units generally received the same $16.00 cash consideration per unit; units held by DigitalBridge and its subsidiary remained outstanding.
- The filing gives no revenue, profit, cash flow, margin, debt, or liquidity results for the period. It also does not state the aggregate merger consideration.
- The merger was funded through an equity commitment to Parent from SoftBank Group Overseas GK and cash of DigitalBridge and its subsidiaries, under the merger agreement.
- Outstanding preferred stock was not automatically converted. Holders may elect cash conversion at $11.28 per Series H share, $14.43 per Series I share, or $15.16 per Series J share, subject to the terms and timing in the filing. Shares not converted remain outstanding; the surviving corporation may redeem shares before the applicable conversion date.
- Most outstanding restricted stock, RSU, PSU, and deferred stock unit awards vested and were settled in cash based on the $16.00 common-stock consideration, subject to stated exceptions, withholding, and award terms. Certain unvested awards held by Marc C. Ganzi remained outstanding.
Material changes and status
- DigitalBridge common stock was suspended from NYSE trading before the market opened September 30, 2026, and the NYSE filed Form 25 to delist and deregister it.
- The company requested delisting of Series H, I, and J preferred stock; removal from NYSE trading was expected before the market opened October 5, 2026. DigitalBridge said it intends to seek suspension of its Exchange Act reporting obligations after the applicable Form 25 filings become effective.
- Control changed to Parent and its SoftBank ownership chain. All directors other than Marc C. Ganzi ceased serving; the new board members are Vikas Parekh, Varun Aravapally, and Ippei Mimura. Ganzi remains a director and was named CEO.
- The charter and bylaws of the surviving corporation and the Operating Company LLC agreement were amended and restated in connection with closing.
Outlook, risks, and unusual items
The filing provides no operating guidance or business outlook. It identifies uncertainty around preferred-stock delisting and conversion timing, transaction-related litigation and potential costs, whether merger benefits will be realized as expected, and legislative, regulatory, economic, and previously disclosed company risks. The preferred conversion notices were intended for October 1 (Series I), October 7 (Series H), and October 14 (Series J), with conversion dates set within the specified 20-to-35-day window after notice.
Key facts for investors to verify
- Completion of cash consideration payments and the treatment of any merger-agreement exceptions.
- Final preferred-stock notices, election procedures, conversion dates, and any redemption before conversion.
- Effectiveness of the Form 25 filings and the status of any Form 15 requests to suspend reporting obligations.
- Any litigation, transaction-related costs, or subsequent disclosures regarding the surviving company’s ownership, capital structure, and financial condition.