DBRG Filings — Digitalbridge Group, Inc.

DBRG Filings — Digitalbridge Group, Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

Summary not available yet

The original filing sections are available below.

Original filing text

Management's Discussion and Analysis

The following discussion should be read in conjunction with our unaudited consolidated financial statements and accompanying notes thereto, which are included in Item 1 of this Quarterly Report, as well as information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, which is accessible on the SEC's website at www.sec.gov. In this Quarterly Report, unless specifically stated otherwise or the context indicates otherwise, the terms "the "Company," "DBRG," "we," "our" and "us" refer to DigitalBridge Group, Inc. and its consolidated subsidiaries. References to the “Operating Company” and the “OP” refer to DigitalBridge Operating Company, LLC, a Delaware limited liability company and the operating company of the Company, and its consolidated subsidiaries. Our Business We are a leading global investment manager in digital infrastructure, deploying and managing capital across the digital ecosystem, including data centers, cell towers, and fiber networks. Our diverse global investor base includes public and private pensions, sovereign wealth funds, other asset managers, insurance companies, and endowments. At June 30, 2026, we had $40.2 billion of fee earning equity under management ("FEEUM"). Our head office is in Boca Raton, Florida, with key offices in New York, London, Luxembourg and Singapore. At June 30, 2026, we had 303 employees. We operate as a taxable C Corporation and conduct substantially all of our activities and hold substantially all of our assets and liabilities through our Operating Company. As sole managing member, we own 98% of the Operating Company at June 30, 2026. SoftBank's Proposed Acquisition of DBRG On December 29, 2025, DBRG, the Operating Company and indirect subsidiaries of SoftBank entered into the SoftBank Merger Agreement pursuant to which, among other things, DBRG and the Operating Company would be acquired by such indirect subsidiaries through a series of mergers. SoftBank, through its indirect subsidiaries, will acquire all of (i) DBRG's issued and outstanding common stock and (ii) the OP common units that are not held by DBRG and the Operating Company (unless otherwise agreed by a holder of OP units and SoftBank through its indirect subsidiary), for $16.00 per share or per unit in cash. The preferred stock of DBRG and the Operating Company will remain outstanding. All warrants to purchase DBRG's common stock have either been exercised or otherwise expired in July 2026. The required approval or consent for the SoftBank Merger has been received from DBRG's common stockholders and from the Company's flagship investment funds and a specified percentage of fee-paying clients. As of the date of this filing, consummation of the SoftBank Merger is still subject to receipt of regulatory approvals and satisfaction of customary closing conditions. The SoftBank Merger Agreement contains customary termination rights for both parties, including, among others, the right of either party to terminate the SoftBank Merger Agreement if the SoftBank Merger is not consummated on or before March 29, 2027, which may be extended by either party by up to 90 days if the closing conditions related to required regulatory approvals or absence of legal restraints prohibiting the SoftBank Merger have not been satisfied or waived but all other conditions (other than those that by their nature are to be satisfied by actions taken at the closing) have been satisfied or waived. Under certain limited circumstances, the Company or SoftBank (through its indirect subsidiary) may be required to pay a termination fee of $96 million and $154 million, respectively, pursuant to the SoftBank Merger Agreement in connection with such termination. Subject to conditions set forth in the SoftBank Merger Agreement, the SoftBank Merger is expected to be completed in the second half of 2026. Following consummation of the SoftBank Merger, the Company will become an indirect subsidiary of SoftBank, but will continue to operate as a separately managed platform. 36 Table of Contents There can be no assurance that the SoftBank Merger will be consummated. Risks and uncertainties associated with the SoftBank Merger are discussed in Part II, Item 1A, “Risk Factors—Risks Related to the SoftBank Merger and the ArcLight Acquisition” in this quarterly report on Form 10-Q. All forward-looking statements herein do not take into account the impact of, or give any effect to, the SoftBank Merger. Additional information related to the SoftBank Merger Agreement is included in our Current Report on Form 8-K filed on December 30, 2025 and our Current Report on Form 8-K filed on April 23, 2026. DBRG's Proposed Acquisition of ArcLight On May 23, 2026, DBRG and its subsidiaries entered into a definitive agreement to acquire ArcLight, a leading specialist investor in power and electric infrastructure, for a total purchase price of up to $1.05 billion. The consideration is composed of a base purchase price of $650 million plus a contingent consideration of up to $400 million payable based upon annual ArcLight earnings for each fiscal year from 2027 through 2029. The ArcLight Acquisition will be funded through a combination of cash on hand and debt financing. In connection therewith, the Company has obtained a commitment for a secured bridge loan facility of up to $500 million. The Company expects that any amounts drawn therefrom will be refinanced through issuance of additional senior notes under its securitization facility. The ArcLight Acquisition is conditioned upon closing of the SoftBank Merger, and is subject to customary closing conditions, including regulatory approvals and consents from limited partners of ArcLight funds. The ArcLight Acquisition is subject to customary termination rights, including, among others, (a) the right of either party to terminate (i) if the ArcLight Acquisition is not consummated on or before the later of March 31, 2027 and six months after consummation of the SoftBank Merger (subject to extension in certain circumstances) or (ii) if the SoftBank Merger is validly terminated in accordance with its terms; and (b) the right of ArcLight to terminate (i) if the SoftBank Merger is not consummated on or before March 31, 2027 or (ii) if the ArcLight Acquisition is not consummated on or before March 31, 2027 (subject to extension in certain circumstances, and at such time all other conditions to closing are satisfied or capable of being satisfied, including consummation of the SoftBank Merger, except for receipt of certain regulatory approvals related to the ArcLight Acquisition). With respect to a termination under certain limited circumstances, the Company may be subject to a termination fee of $30 million. There can be no assurance that the ArcLight Acquisition will be consummated. Risks and uncertainties associated with the ArcLight Acquisition are discussed in Part II, Item 1A, “Risk Factors—Risks Related to the SoftBank Merger and the ArcLight Acquisition” in this quarterly report on Form 10-Q. All forward-looking statements herein do not take into account the impact of, or give any effect to, the ArcLight Acquisition. Additional information related to the ArcLight Acquisition is included in our Current Report on Form 8-K filed on May 27, 2026. Our Investment Management Platform Our investment management platform is anchored by our value-add funds within the DigitalBridge Partners ("DBP") infrastructure equity series. In providing institutional investors access to investments across different segments of the digital infrastructure ecosystem, our investment offerings have expanded to include core equity, credit and liquid securities. •Our DBP series of commingled funds focus on value-add digital infrastructure, investing in and building businesses across the digital infrastructure sector. •Core Equity invests in stabilized digital infrastructure platforms with long-duration cash flow profiles, primarily in more developed geographies, that offer consistent and predictable current yields, through our Strategic Assets Fund ("SAF"). •DigitalBridge Credit is our credit strategy that delivers credit solutions to corporate borrowers in the digital infrastructure sector globally through credit financing products, ranging from first and second lien term loans, and mezzanine debt to preferred equity. •Our Liquid Strategies are fundamental long-only, long-short and market-neutral public equities strategies with well-defined mandates, leveraging the network and intellectual capital of our platform to build liquid portfolios of high quality, undervalued businesses across digital infrastructure, real estate, and technology, media, and telecom. 37 Table of Contents •InfraBridge is a middle market equity investor, specializing in digital infrastructure, energy and digital adjacent areas of traditional infrastructure (predominantly transportation and logistics) via the Global Infrastructure Fund ("GIF") series of funds). Operating Metrics Fee Earning Equity Under Management We present below our FEEUM, which is a key operating metric in the alternative investment management industry. Our calculation of FEEUM may differ from other investment managers, and as a result, may not be directly comparable to similar measures presented by other investment managers. FEEUM represents the total capital managed by the Company and its affiliates which earns fee income. FEEUM is generally based upon committed capital, invested capital, NAV or gross asset value ("GAV"), pursuant to the terms of each underlying investment management agreement. Presented below is total FEEUM by product: (In billions) June 30, 2026 December 31, 2025 Fee Earning Equity Under Management DBP Series $ 17.3 $ 17.8 Co-Investment Vehicles 15.3 15.2 InfraBridge 3.3 3.6 Core, Credit and Liquid Strategies 3.3 3.2 Separately Capitalized Portfolio Companies 1.0 1.2 $ 40.2 $ 41.0 The following table summarizes changes in FEEUM: Six Months Ended June 30, 2026 (In billions) Fee Earning Equity Under Management Balance at January 1 $ 41.0 Inflows (1) 0.4 Outflows (2) (1.5) Market activity (3) 0.3 Balance at June 30 $ 40.2 ________ (1) Inflows include closing on new capital raised where fees are earned on committed capital, deployment of capital where fees are earned on invested capital, new subscriptions where fees are based on NAV, other changes in invested capital such as the effect of recapitalization and syndication, and FEEUM from acquired investment vehicles. (2) Outflows include redemptions and withdrawals in Liquid Strategies, realizations where fees are based on invested capital, other changes in invested capital such as the effect of recapitalization and syndication, change in fee basis from committed to invested capital, permanent write-down in investment values, and expiration of fee paying capital. (3) Market activity includes changes in investment value based on NAV or GAV, and the effect of foreign exchange rates. 38 Table of Contents Fund Performance Metrics Certain performance metrics for our key investment funds from inception through June 30, 2026 are presented in the table below. Excluded are funds with less than one year of performance history as of June 30, 2026, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies. The historical performance of our funds is not indicative of their future performance nor indicative of the performance of our other existing funds or of any of our future funds. An investment in DBRG is not an investment in any of our funds and these fund performance metrics are not indicative of the performance of DBRG. ($ in millions) Inception Date (2) Total Commitments Invested Capital (3) Available Capital (4) Investment Value MOIC (8) (10) IRR (9) (10) Fund (1) Unrealized (5) Realized (6) Total (7) Gross Net Gross Net Value-Add DBP I Mar-2018 $ 4,059 $ 4,825 $ 217 $ 4,723 $ 2,095 $ 6,818 1.4x 1.3x 8.0% 6.0% DBP II Nov-2020 8,286 8,158 853 10,491 1,369 11,860 1.4x 1.3x 10.2% 7.8% Core SAF Nov-2022 1,110 1,045 150 951 138 1,089 1.0x 1.0x 1.5% <0% InfraBridge GIF I Mar-2015 1,411 1,514 383 797 1,626 2,423 1.6x 1.4x 8.4% 5.7% GIF II Jun-2018 3,382 3,176 243 2,125 675 2,800 0.9x 0.7x <0% <0% Credit Credit I Dec-2022 697 748 498 274 615 889 1.2x 1.1x 11.9% 8.5% Credit II Aug-2024 711 491 409 332 223 555 1.1x 1.1x 16.6% 11.6% __________ (1) Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles. (2) Inception date represents first close date of the fund, except for Credit funds which is the first capital call date. The manager/general partner of the InfraBridge funds were acquired in February 2023. (3) Invested capital represents the original cost and subsequent fundings to investments. Invested capital includes financing costs and investment related expenses which are capitalized. With respect to InfraBridge funds, such costs are expensed during the period and excluded from their determination of invested capital. (4) Available capital represents unfunded commitments, including recallable capital. (5) Unrealized value represents total fair value of investments, net of outstanding balance under the fund’s credit facility, if any. (6) Realized value represents proceeds from dispositions that have closed and all earnings from both realized and unrealized investments, including interest, dividend and ticking fees. (7) Total value is the sum of unrealized fair value and realized value of investments. (8) Total gross multiple of invested capital ("MOIC") is calculated as the limited partners' portion of the fair value of unrealized investments, net of outstanding balance funded through the fund's credit facility, if any, plus any accrued but unpaid interest and coupon payments received, and limited partner realized distributions gross of general partner carried interest, divided by total limited partner contributions, without giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Total net MOIC is calculated as the limited partners' portion of the fund's NAV plus limited partner realized distributions net of carried interest, divided by total limited partner contributions, after giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). MOIC calculations exclude capital not subject to fees and/or carried interest, including general partner and general partner affiliate capital. MOICs are calculated at the fund level and do not reflect MOICs at the individual investor level. (9) Gross internal rate of return ("IRR") represents annualized money-weighted return on invested capital based upon total value of limited partner contributions, that is limited partner realized distributions and limited partner unrealized NAV (based upon fair value of unrealized investments), without giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Gross IRR is calculated from the date of the first capital call from limited partners (and therefore taking into account the use of any credit facility at the fund level) through the date of limited partner distributions for realized investments. For funds with unrealized investments, gross IRR uses a liquidating distribution equal to the limited partners' portion of the fair value of unrealized investments, net of outstanding amounts funded through the fund's credit facility, if any. Gross IRR is calculated at the fund level and does not reflect gross IRR of any individual investor due to timing of investor level inflows and outflows, among other factors. Net IRR is gross IRR after giving effect to the allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Net IRR is calculated at the total fee-paying limited partner level and based upon the timing and amount of fee-paying third party limited partner inflows and outflows, and excludes capital not subject to fees and/or carried interest, including the portion of capital attributable to the general partner and general partner affiliate. As fees may vary by individual investor, net IRR does not represent the return of any individual investor. With respect to funds that have utilized borrowings from a credit facility to fund portfolio investments, organization expenses, partnership expenses, management fees, or other amounts in lieu of calling capital from limited partners for such purposes, gross and net IRR of the fund differs from what the IRR would have been if such borrowings or financings had not been utilized. Because IRR is calculated based on the actual dates of capital contributions from, and distributions to, limited partners (rather than based on the timing of when investments were made, for example), the use of such borrowings and financings in lieu or in advance of calling capital delays capital contributions from limited partners, generally resulting in higher IRRs than if such borrowings or financings had not been utilized and capital was called earlier from limited partners.. 39 Table of Contents (10) Our funds generally permit us to recycle certain capital distributed to limited partners during certain time periods. The exclusion of recycled capital generally causes invested and realized amounts to be lower and MOICs to be higher than had recycled capital been included. 40 Table of Contents Results of Operations Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 Change 2026 2025 Change Revenues Fee revenue $ 87,837 $ 85,262 $ 2,575 $ 175,146 $ 175,401 $ (255) Carried interest allocation (reversal) 286,018 (115,074) 401,092 241,289 (170,538) 411,827 Principal investment income 127,838 20,437 107,401 152,424 25,744 126,680 Other income 6,986 6,168 818 12,056 11,633 423 Total revenues 508,679 (3,207) 511,886 580,915 42,240 538,675 Expenses Compensation expense—cash and equity-based 50,464 47,002 3,462 99,614 93,112 6,502 Compensation expense—incentive fee and carried interest allocation (reversal) 185,455 (43,372) 228,827 162,315 (65,676) 227,991 Administrative and other expenses 21,784 11,440 10,344 41,521 27,386 14,135 Interest expense 5,484 4,570 914 9,027 8,468 559 Transaction-related costs 6,192 4,208 1,984 20,360 8,629 11,731 Depreciation and amortization 5,498 8,585 (3,087) 10,818 15,811 (4,993) Total expenses 274,877 32,433 242,444 343,655 87,730 255,925 Other income (loss) Other gain (loss), net 4,494 9,063 (4,569) 8,547 8,544 3 Income (Loss) before income taxes 238,296 (26,577) 264,873 245,807 (36,946) 282,753 Income tax benefit (expense) (941) (753) (188) (933) (1,054) 121 Income (Loss) from continuing operations 237,355 (27,330) 264,685 244,874 (38,000) 282,874 Income (Loss) from discontinued operations (426) 1,646 (2,072) (5,929) (2,539) (3,390) Net income (loss) 236,929 (25,684) 262,613 238,945 (40,539) 279,484 Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 882 1,397 (515) 2,008 649 1,359 Investment entities 3,435 (59,785) 63,220 (15,778) (87,667) 71,889 Operating Company 5,272 1,082 4,190 5,410 1,075 4,335 Net income (loss) attributable to DigitalBridge Group, Inc. 227,340 31,622 195,718 247,305 45,404 201,901 Preferred stock dividends 14,660 14,660 — 29,320 29,320 — Net income (loss) attributable to common stockholders $ 212,680 $ 16,962 195,718 $ 217,985 $ 16,084 201,901 Revenues Total revenues were $508.7 million and $580.9 million in the three and six months ended June 30, 2026, respectively. In 2025, total revenues were negative $3.2 million in the three months ended June 30, 2025, and positive $42.2 million in the six months ended June 30, 2025. The changes in total revenues were driven by variability in unrealized carried interest (which could be subject to reversal) and unrealized principal investment income, both of which are a function of fair value changes in the underlying investments of our funds. The key components of revenue are discussed in more detail below. 41 Table of Contents Fee Revenue Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 Change 2026 2025 Change Management fees $ 85,855 $ 80,942 $ 4,913 $ 171,326 $ 159,287 $ 12,039 Management fees—catch up (1) — 3,431 (3,431) — 14,946 (14,946) Incentive fees 286 600 (314) 1,122 606 516 Other fee revenue 1,696 289 1,407 2,698 562 2,136 $ 87,837 $ 85,262 2,575 $ 175,146 $ 175,401 (255) __________ (1) Catch-up fees are management fees charged in any given period that pertain to prior periods. With respect to subsequent closing of commitments during the fundraising period, management fees based upon commitments are charged retroactively to the fee activation date at initial closing of the fund through the subsequent close date. Fee revenue was $2.6 million or 3% higher at $87.8 million in the quarter-to-date comparison, but largely consistent at $175.1 million in the year-to-date comparison. The higher fees in the second quarter of 2026 can be attributed mainly to deal transaction fees. While capital raises and deployments since July 2025 contributed additional fees, this was partially offset by the absence of catch-up fees in 2026 from our third flagship fund (which had its final closing in October 2025) and the effect of investment realizations. Carried Interest Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 Change 2026 2025 Change Carried interest Distributed $ 9,433 $ — $ 9,433 $ 9,433 $ 2,470 $ 6,963 Unrealized 276,585 (115,074) 391,659 231,856 (173,008) 404,864 $ 286,018 $ (115,074) 401,092 $ 241,289 $ (170,538) 411,827 Carried interest allocation represents gross carried interest from our general partner interests in sponsored investment vehicles prior to allocations to management and a third party participation interest. Unrealized carried interest is subject to adjustments each period, including reversals, based upon the extent to which cumulative performance of the funds, which are driven by underlying investments that are measured at fair value, exceed their minimum return hurdles. When investment fair values fall below fund return hurdles or remain constant and preferred returns on unreturned capital accumulate, this may result in a reversal of unrealized carried interest previously recognized. The resulting effects may be further exacerbated given the early lifecycle of our funds. This is described further in Note 3 to the consolidated financial statements. Distributed carried interest was $9.4 million in the second quarter of 2026 (of which our share net of management allocation was $3.8 million) and $2.5 million in the first quarter of 2025 (of which our share net of management allocation was $0.9 million), with the higher amount in 2026 contributed by our credit fund. Unrealized carried interest saw a large positive swing in 2026 driven by fair value increases in data center investments held primarily by our co-investment vehicles. Unrealized carried interest in the 2026 year-to-date period also included an incremental obligation to clawback carried interest of $7.7 million assuming a hypothetical liquidation of a carry paying fund. Of this amount, $6.8 million would be recoverable from current and former employees and a third party participation interest, resulting in an incremental liability to the Company of $0.9 million in 2026. Principal Investment Income Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 Change 2026 2025 Change Principal investment income (loss), net Realized $ 6,328 $ (33,819) $ 40,147 $ 9,792 $ 1,219 $ 8,573 Unrealized 121,510 54,256 67,254 142,632 24,525 118,107 $ 127,838 $ 20,437 107,401 $ 152,424 $ 25,744 126,680 42 Table of Contents Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles. Income (loss) on principal investments is realized generally when all or a portion of an investment is disposed, redeemed or repaid or if the Company no longer retains control, or when the Company receives income such as dividends, interest or other distributions of earnings. Realized principal investment loss in the second quarter of 2025 was driven by a $40.3 million loss from a portfolio company in an InfraBridge fund that pertained to invested capital funded in prior years. In the 2025 year-to-date period, this loss was more than offset by realized income from other investments, primarily $34.0 million of income distribution in connection with a secondary sale of equity by our DataBank portfolio company. In 2026, the large unrealized principal investment income can be attributed to fair value increases in data center investments in the second quarter, held primarily by our co-investment vehicles. Other Income Other income saw marginal increases of $0.8 million to $7.0 million in the quarter-to-date comparison and $0.4 million to $12.1 million in the year-to-date comparison. The increases resulted from higher interest income from corporate cash and from consolidated liquid funds in both periods under comparison, while cost reimbursements from managed investment vehicles were higher in the quarter-to-date comparison ($0.5 million) but lower in the year-to-date comparison ($0.6 million). Expenses Total expenses were $274.9 million and $32.4 million in the three months ended June 30, 2026 and 2025, respectively, and $343.7 million and $87.7 million in the six months ended June 30, 2026 and 2025, respectively. The significant increase in both periods is driven by higher unrealized carried interest compensation, which is a function of changes in unrealized fair value of underlying fund investments. Changes in the various expense items are discussed below. Compensation Expense Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 Change 2026 2025 Change Cash and equity-based compensation Cash compensation $ 42,672 $ 36,277 $ 6,395 $ 84,425 $ 74,767 $ 9,658 Equity-based compensation 7,792 10,725 (2,933) 15,189 18,345 (3,156) $ 50,464 $ 47,002 3,462 $ 99,614 $ 93,112 6,502 Incentive fee and carried interest compensation allocation (reversal) Carried interest distributed $ 5,660 $ — $ 5,660 $ 5,660 $ 1,599 $ 4,061 Carried interest unrealized 179,626 (43,877) 223,503 153,014 (67,784) 220,798 Incentive fees realized 169 505 (336) 3,641 509 3,132 $ 185,455 $ (43,372) 228,827 $ 162,315 $ (65,676) 227,991 The increase in cash compensation for both periods under comparison is driven by higher accruals of performance based incentive compensation, as well as severance and retention costs. Additionally, cash compensation and incentive fee compensation increased in the year-to-date comparison due to an incentive arrangement tied to income earned in prior periods. Equity-based compensation was lower in both periods under comparison, driven by timing of annual equity award grants which occurred in June this year compared to March in prior years and a reduction in accelerated vesting. Carried interest compensation in all periods were consistent with carried interest allocation (reversal) recognized in the corresponding period, as discussed in the revenue section above. Administrative and Other Expenses Administrative and other expenses were $10.3 million higher at $21.8 million in the quarter-to-date comparison and $14.1 million higher at $41.5 million in the year-to-date comparison. In 2025, expenses were netted down by insurance recoveries related to litigation costs incurred in prior years ($7.6 million quarter-to-date and $18.8 million year-to-date), and also included estimated loss related to an employment arbitration (net reduction of $3.1 million quarter-to-date and 43 Table of Contents net accrual of $2.2 million year-to-date). Excluding these discrete items in 2025, expenses were largely consistent in both periods under comparison. Interest Expense Interest expense was $5.5 million and $9.0 million in the three and six months ended June 30, 2026, an increase of $0.9 million and $0.6 million, respectively, due to higher interest rate on our replacement senior notes issued in May 2026. Transaction-Related Costs Transaction-related costs were $6.2 million and $20.4 million in the three and six months ended June 30, 2026, an increase of $2.0 million and $11.7 million, respectively, reflecting costs incurred related to the Company's two pending acquisition transactions, separately as acquiree and acquirer. Depreciation and Amortization Depreciation and amortization expense was $5.5 million and $10.8 million in the three and six months ended June 30, 2026, a decrease of $3.1 million and $5.0 million, respectively, attributed to (i) management contract intangibles that have a declining amortization rate over time, and (ii) accelerated depreciation of fixed assets disposed in connection with the assignment of an office lease in the second quarter of 2025. Other Gain (Loss), Net Other gain, net was $4.5 million and $8.5 million in the three and six months ended June 30, 2026, respectively, and $9.1 million and $8.5 million in the three and six months ended June 30, 2025, respectively, reflecting predominantly unrealized fair value changes in financial assets and financial liabilities, related largely to our consolidated funds. Income Tax Benefit (Expense) Income tax expense was immaterial in all periods under comparison. The Company has operating losses and capital loss carryforwards that can be applied against current income tax expense for its domestic entities, and the deferred tax assets of these entities are currently subject to a full valuation allowance, resulting in an immaterial income tax impact for its domestic entities. With respect to the Company's foreign subsidiaries, the resulting foreign income tax impact remains immaterial, driven largely by its U.K. subsidiaries. Income (Loss) from Discontinued Operations Discontinued operations had net loss of $0.4 million and $5.9 million in the three and six months ended June 30, 2026, respectively, and net gain of $1.6 million and net loss of $2.5 million in the three and six months ended June 30, 2025. 2026 included a litigation related contingent loss, while 2025 included primarily an accrued loss for a state tax audit that was partially reversed in 2026 upon settlement. Non-GAAP Supplemental Financial Measures We report the following non-GAAP financial measures attributable to the Operating Company: Fee Related Earnings (“FRE”) and Distributable Earnings (“DE”). FRE and DE are common metrics utilized in the investment management sector. We present FRE and DE at the Operating Company level, that is, net of amounts attributed to noncontrolling interests, which include (i) carried interest allocation and equity interests held by current and former employees in general partner entities of the Company's sponsored funds; (ii) participation rights held by a third party investor to a share of carried interest and economics in a sponsored fund; and (iii) limited partners of consolidated funds. We believe the non-GAAP financial measures of FRE and DE supplement and enhance the overall understanding of our underlying financial performance and trends, and facilitate comparison among current, past and future periods and to other companies in similar lines of business. We use FRE and DE in evaluating the Company’s ongoing business performance and in making operating decisions. For the same reasons, we believe FRE and DE are useful financial measures to the Company’s investors and analysts. These non-GAAP financial measures should be considered as a supplement to and not an alternative or in lieu of GAAP net income (loss) as measures of operating performance, or to cash flows from operating activities as indicators of liquidity. Our calculation of these non-GAAP measures may differ from methodologies utilized by other companies for similarly titled performance measures and, as a result, may not be fully comparable to those calculated by our peers. 44 Table of Contents Fee-Related Earnings FRE is used to assess the extent to which direct base compensation and core operating expenses are covered by recurring fee revenues in our investment management business. FRE represents recurring fee revenue, including incentive fees that are not subject to realization events related to underlying fund investments, net of compensation and administrative expenses. Such expenses generally exclude non-cash equity-based compensation, carried interest compensation, and placement fee expense. Also, consistent with DE, FRE excludes non-core items, and presents costs reimbursable by our managed funds on a net basis (as opposed to a gross-up of other income and administrative expenses). Fee revenues earned from consolidated funds are eliminated in consolidation. However, because the fees are funded by and earned from third party investors in these consolidated funds who represent noncontrolling interests, our allocated share of net income from the consolidated funds is increased by the amount of fees that are eliminated. The elimination of these fees, therefore, does not affect net income (loss) attributable to DBRG. Accordingly, FRE is presented without giving effect to the elimination of fee revenue to the extent such fees meet the definition of FRE. FRE does not include distributed carried interest as these are not recurring revenues and are subject to variability given that they are dependent upon realization events related to underlying fund investments. Placement fees are also excluded from FRE as they are inconsistent in amount and frequency depending upon timing of fundraising for our funds. Other items excluded from FRE include realized principal investment income (loss); and interest, dividend and other income, all of which are not core to the investment management fee service business. Unlike DE, which is a post-tax measure, FRE is a pre-tax measure and does not incorporate the effect of income taxes. We believe that FRE is a useful measure to investors as it reflects the Company’s profitability based upon recurring fee streams that are not subject to realization events related to underlying fund investments, and without the effects of income taxes, leverage, non-cash expenses, income (loss) items that are unrealized and other items that may not be indicative of core operating results in an investment management fee service business. This allows for better comparability of the Company's profitability on a recurring and sustainable basis and relative to its peers. Distributable Earnings DE generally represents net realized earnings of the Company and is an indicative measure used by the Company to assess ongoing operating performance and in making decisions related to distributions and reinvestments. Accordingly, we believe DE provides investors and analysts transparency into the measure of performance used by the Company in its decision making. DE is an after-tax measure that reflects the ongoing operating performance of the Company’s core business by including earnings that are realized and generally excluding non-cash expenses, other income (loss) items that are unrealized and items that may not be indicative of core operating results. This allows the Company and its investors and analysts to assess its operating results on a more comparable basis period-over-period. Realized earnings included in DE are generally comprised of fee revenue, including all incentive fees, realized principal investment income (loss), distributed carried interest, interest and dividend income. Income (loss) on principal investments is realized generally when all or a portion of an investment is disposed, redeemed or repaid or if the Company no longer retains control, or when the Company receives income such as dividends, interest or other distributions of earnings. The following items are excluded from DE: transaction-related costs; non-core items; other gain (loss); unrealized principal investment income (loss); non-cash depreciation and amortization expense, non-cash impairment charges (if any); amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated expense; non-cash equity-based compensation costs; and preferred stock redemption gain (loss). Transaction-related costs are incurred in connection with acquisitions and costs of unconsummated transactions. Non-core items primarily include acquisition-related compensation and certain severance costs, as well as litigation and settlement-related matters, which are presented within compensation expense—cash and equity-based, administrative and other expenses, and other gain (loss), net on the GAAP income statement. These costs, along with certain other gain (loss) amounts, are excluded from DE as they are related to discrete items, are not considered part of our ongoing operating cost structure, and are not reflective of our core operating performance. Other items excluded from DE are generally non-cash in nature, including income (loss) items that are unrealized, or otherwise do not represent current or future cash obligations. These items are excluded from DE as they do not contribute 45 Table of Contents to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments. Income taxes applied in the determination of DE generally represents GAAP income tax related to continued operations, and includes the benefit of deductions available to the Company on certain expense items excluded from DE (for example, equity-based compensation). As the income tax benefit arising from these excluded expense items do affect actual income tax paid or payable by the Company in any one period, the Company believes their inclusion in DE is appropriate to more accurately reflect amounts available for distribution. Non-GAAP Results Results of our non-GAAP measures attributable to the Operating Company were determined as follows: Three Months Ended June 30, (In thousands) 2026 2025 Change Fee revenue (1) $ 88,058 $ 85,371 $ 2,687 Cash compensation (1) (43,210) (36,459) (6,751) Administrative and other expenses (1) (18,228) (16,937) (1,291) Fee-Related Earnings—attributable to Operating Company 26,620 31,975 (5,355) Realized carried interest and incentive fees, net 3,773 — 3,773 Realized principal investment income (loss) 4,803 (33,957) 38,760 Interest expense and preferred dividends (19,284) (18,093) (1,191) Other income (expense), net (2) 2,791 2,210 581 Income tax benefit (expense) (941) (753) (188) Distributable Earnings, after tax—attributable to Operating Company $ 17,762 $ (18,618) 36,380 ________ (1) These amounts are determined based upon the definition of FRE as described above and therefore, differ from those presented on the consolidated statements of operations. (2) Other income (expense), net, includes interest, dividend and other income, placement fee and other expense, and other realized gain (loss). Fee-Related Earnings FRE was $26.6 million for the second quarter of 2026, compared to $32.0 million for the second quarter of 2025, a decrease of $5.4 million. The decrease was driven by an $8.0 million increase in operating costs, principally compensation expense, partially offset by a $2.7 million increase in fee revenue largely attributable to investment origination fees earned in 2026. While 2026 had higher recurring fees from capital raises and deployments that occurred since the third quarter of 2025, this was partially offset by the absence of catch-up fees in 2026 and the effect of investment realizations over time. Distributable Earnings DE was $17.8 million for the second quarter of 2026, compared to negative $18.6 million for the second quarter of 2025. The 2025 result reflected a $40.3 million realized principal investment loss from an InfraBridge fund portfolio company, relating to capital funded in prior periods. Excluding that loss, DE for the second quarter of 2025 would have been $21.7 million, and the year-over-year decrease would have been $3.9 million. This decrease was driven by the $5.4 million decline in FRE and lower realized principal investment income, partially offset by $3.8 million of net realized carried interest from our credit fund in 2026. 46 Table of Contents Distributable Earnings and Fee-Related Earnings Reconciliation Three Months Ended June 30, (In thousands) 2026 2025 Net income (loss) attributable to common stockholders $ 212,680 $ 16,962 Net income (loss) attributable to noncontrolling interests in Operating Company 5,272 1,082 Net income (loss) attributable to Operating Company 217,952 18,044 Transaction-related costs and non-core items (1) 5,194 (4,982) Other (gain) loss, net (2) (4,494) (8,287) Unrealized principal investment income (3) (123,095) (55,422) Unrealized carried interest, net of associated expense (allocation) reversal (4) (92,054) 11,649 Equity-based compensation 7,940 10,873 Depreciation and amortization expense 5,498 8,585 Amortization of deferred financing costs, debt premiums and discounts 790 1,106 Adjustments attributable to noncontrolling interests in investment entities (5) (395) 1,462 OP share of (income) loss from discontinued operations 426 (1,646) Distributable Earnings, after tax—attributable to Operating Company 17,762 (18,618) Realized carried interest and incentive fees, net (3,773) — Realized principal investment (income) loss (4,803) 33,957 Interest expense and preferred dividends 19,284 18,093 Other (income) expense, net (6) (2,791) (2,210) Income tax (benefit) expense 941 753 Fee-Related Earnings—attributable to Operating Company $ 26,620 $ 31,975 __________ (1) Non-core items primarily include acquisition-related compensation and certain severance costs, as well as litigation and settlement-related matters, which are presented within compensation expense—cash and equity-based, administrative and other expenses, and other gain (loss), net on the GAAP income statement. (2) Comprises (i) all unrealized gains and losses; and (ii) realized gains and losses associated with consolidated funds or non-core investments. (3) Unrealized principal investment income represents only the Operating Company's share, net of a third party participation interest. (4) Carried interest is presented net of expense allocation or reversal, representing only the Operating Company's share. The expense component is included within compensation expense—incentive fees and carried interest allocation (reversal), and net income (loss) attributable to noncontrolling interests in investment entities on the GAAP income statement. (5) Adjustments attributable to noncontrolling interests in investment entities pertain to other gain (loss) attributed to limited partners of consolidated funds. Allocation of: (i) unrealized carried interest to management and a third party participation interest; and (ii) unrealized principal investment income to a third party participation interest, are netted against "unrealized carried interest, net of expense (allocation) reversal" and "unrealized principal investment income", respectively, for all periods presented. (6) Other income (expense), net, includes interest, dividend and other income, placement fee and other expense, and other realized gain (loss). Liquidity and Capital Resources We regularly evaluate our liquidity position, and anticipated cash needs to fund our business and operations based upon our projected financial performance. Our evaluation of future liquidity requirements is regularly reviewed and updated for changes in internal projections, economic conditions, and other factors as applicable. Liquidity Needs and Sources of Liquidity Our primary liquidity needs, both short term and long term, are to fund: •our operations, including compensation and administrative costs; •our general partner and general partner affiliate commitments to our investment vehicles; •principal and interest payments on our debt; •dividends to our preferred and common stockholders; •our liability for corporate and other taxes; •acquisitions of target investment management businesses; •lease payments on our corporate offices; and •other obligations, including carried interest clawback and contingencies. Our primary sources of liquidity are: •cash on hand; 47 Table of Contents •fees received from our investment management business, including our share of realized net incentive fees and carried interest distributed; •cash flow generated from our investments, both from distributions of income and return of capital, including proceeds from full or partial realization of investments; •availability under our Variable Funding Notes ("VFN"); •issuance of additional term notes under our corporate securitization; and •proceeds from public or private equity and debt offerings. Overview At June 30, 2026, we had $294 million of available corporate cash. This generally represents cash at our OP entity after allocating cash for certain compensatory liabilities, and excludes cash held at subsidiaries of the OP, including cash maintained to satisfy regulatory capital requirements in applicable foreign jurisdictions and cash held by consolidated funds. We also have the full $100 million available to be drawn under our VFN facility. We believe we have sufficient cash on hand, and anticipated cash generated from operating activities and availability of external financing sources, to meet our short term and long term liquidity and capital requirements. While we have sufficient liquidity to meet our operational needs, we continuously evaluate alternatives to efficiently manage our capital structure and market opportunities to strengthen our liquidity and provide further operational and strategic flexibility. Liquidity Needs and Capital Activities Dividends Common Stock—The payment of common stock dividends and determination of the amount thereof is at the discretion of our Board of Directors. In August 2026, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid on October 15, 2026 to common stockholders of record at the close of business on September 30, 2026. Preferred Stock—We have outstanding preferred stock with a redemption value totaling $822 million (at $25 per share), bearing a weighted average dividend rate of 7.135% per annum, with aggregate dividend payments of $14.7 million per quarter. Contractual Obligations, Commitments and Contingencies Debt Obligations As of the date of this filing, our corporate debt is composed of our Class A-2 Notes, with our VFN undrawn. This represents a new issuance in May 2026 of Series 2026-1 securitization notes; the proceeds of which were used to repay the previous Series 2021-1 securitization notes. ($ in thousands) Outstanding Principal Interest Rate (Per Annum) Anticipated Repayment Date Years Remaining to Maturity Class A-2 Notes $ 300,000 6.326 % June 2031 4.9 Investment Commitments Fund Commitments—As general partner, we typically have minimum capital commitments to our sponsored funds ranging from 0.03% to 0.72% of the total capital commitments of a fund at final closing, although we may elect to make additional investments in new products. With respect to our flagship value-add DBP fund series, and InfraBridge funds, we have made additional capital commitments as a general partner affiliate, generally ranging from 1.43% to 4.29%, alongside our investors. Our fund capital investments further align our interests to our investors. As of June 30, 2026, we had unfunded equity commitments to our sponsored funds totaling $228 million as general partner and general partner affiliate (including commitments attributed to the ownership by employees and former employees in our general partner entities). Generally, the timing for funding of these commitments is not known and the commitments are callable on demand at any time prior to their respective expirations. Investments or Commitments Transferred The Company may acquire investments on behalf of prospective sponsored investment vehicles or subscribe to commitments in its sponsored funds on behalf of prospective investors. The investments or commitments are transferred to the investment vehicle or prospective investor when sufficient third party capital, including debt, is raised. The Company may be paid a fee by the investment vehicle or investor, akin to an interest charge, typically calculated as a percentage of 48 Table of Contents the acquisition price of the investment or the commitment amount funded, to compensate the Company for its holding cost. The terms of such arrangements may differ for each sponsored investment vehicle and by investment or investor. Carried Interest Clawback Depending on the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest distributed has exceeded the final carried interest amount due (or amount due as of the calculation date), the Company is obligated to return the excess carried interest previously received. Therefore, carried interest distributed to the Company may be subject to clawback, up to the amount previously received on an after-tax basis. A liability would be established if a potential clawback obligation arises assuming a hypothetical liquidation of the investments of the fund at their prevailing fair values as of reporting date. However, the actual determination of a clawback, if any, and payment thereof would occur only after final disposition of investments at the end of the life of a fund, except for funds that have interim clawback provisions. The Company, through the OP, has guaranteed the clawback obligation of its subsidiaries that act as general partner or special limited partner of its respective sponsored funds, for the benefit of these funds and their limited partners. If the related carried interest distributions received by the Company are subject to clawback, the previously distributed carried interest to employees and a third party participation interest would be similarly subject to clawback. The Company withholds a portion of the distribution of carried interest to employees to satisfy their potential clawback obligation. At June 30, 2026, $32.6 million of previously distributed carried interest on an after-tax basis would be subject to clawback assuming a hypothetical liquidation of carry paying funds at the June 30, 2026 estimated fair values. Of this amount, $27.4 million and $1.5 million of the clawback obligation would be the responsibility of current/former employees and a third party participation interest, respectively. The Company's share of the clawback obligation would be $3.7 million as of June 30, 2026. In this case, actual clawback obligation, if any, would be determined and become payable at the end of the life of the fund. To satisfy the employees' share of this clawback obligation, $15.2 million of carried interest had been withheld from payment to employees at the time of distribution. Lease Obligations At June 30, 2026, we have operating lease obligations of $27.9 million for in-place leases on corporate offices. A portion of our existing space is sub-leased over the remaining term of the respective leases with fixed sub-lease payments totaling $7.6 million expected to be received over the remaining life of the sub-lease contracts. We also have commitments on three office leases commencing in July and September 2026, with fixed lease payments totaling $57.9 million over their respective lease terms between 2.2 and 10.8 years. We intend to sub-lease a portion of our committed space in the future, which will partially reduce our future net cash outlay. The Company's lease obligations will be funded through corporate operating cash. Lease obligation amounts represent discounted fixed lease payments over contractual lease terms of up to 10.0 years, excluding any contingent or other variable lease payments, and factor in lease renewal or termination options only if it is reasonably certain that such options would be exercised. Other Contingencies We may be involved in litigation and other proceedings that arise in the ordinary course of business, as discussed in Note 16 to the consolidated financial statements in Item 1 of this Quarterly Report. Sources of Liquidity Debt Funding As of the date of this filing, we have $300 million of outstanding principal on our corporate debt, as discussed above under "—Debt Obligation." Our securitized financing facility is subject to various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined. As of the date of this filing, we are in compliance with all of the financial covenants, and the full $100 million is available to be drawn on our VFN. In connection with the ArcLight Acquisition, the Company has obtained a commitment for a secured bridge loan facility of up to $500 million. The Company expects that any amounts drawn therefrom will be refinanced through issuance of additional senior notes under its securitization facility. 49 Table of Contents Generally, the decision to enter into a particular financing arrangement is made after consideration of various factors including future cash needs, current sources of liquidity, demand for the Company’s debt or equity, and prevailing interest rates. Cash From Operations Fee-Related Earnings—We generate FRE from our investment management business, generally encompassing recurring fee revenue net of associated compensation and administrative expenses. Management fee revenue is generally a predictable and stable revenue stream. Our ability to generate new management fee streams through establishing new investment vehicles and raising investor capital depends on general market conditions and availability of attractive investment opportunities as well as availability of debt capital. Incentive Fees—Incentive fees, net of employee allocations, are earned based upon the financial performance of a vehicle above a specified return threshold, which is largely driven by appreciation in value of underlying investments. Incentive fees are recognized as fee revenue when they are no longer probable of significant reversal. As investment fair values and changes thereof could be affected by various factors, including market and economic conditions, incentive fees are by nature less predictable in amount and timing. Carried Interest Distributions—Carried interest is distributed generally upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles. Carried interest distributions are recognized in earnings net of clawback obligations, if any. The amount and timing of carried interest distributions received may vary substantially from period to period depending upon the occurrence and size of investments realized by our sponsored funds. Investments—Our investments in our sponsored funds as general partner and general partner affiliate generate cash largely through capital appreciation of underlying investments that are realized upon a recapitalization, syndication or liquidation event, income distributions from equity investments and interest income from credit investments. Consolidated Cash Flows The following table summarizes the activities from our consolidated statements of cash flows, including discontinued operations. Six Months Ended June 30, (In thousands) 2026 2025 Cash, cash equivalents and restricted cash—beginning of period $ 395,490 $ 306,298 Net cash generated by (used in): Operating activities 47,201 127,271 Investing activities 139,588 (68,506) Financing activities (66,394) (25,064) Effect of exchange rates on cash, cash equivalents and restricted cash (1,102) 5,022 Cash, cash equivalents and restricted cash—end of period $ 514,783 $ 345,021 Operating Activities Cash inflows from operating activities are generated primarily through fee-related earnings, distributions of our share of net carried interest, and distribution of earnings from our general partner affiliate interests in our sponsored funds. Our operating activities generated net cash inflows of $47.2 million in 2026 and $127.3 million in 2025. Outside of recurring operating activities, cash inflows in 2025 also included distribution of earnings from the secondary sale of equity in our DataBank portfolio company of $34.0 million and $18.8 million of net insurance recoveries related to litigation costs largely incurred in prior years. Investing Activities Investing activities relate largely to our consolidated liquid funds that invest in marketable equity securities, and our general partner and general partner affiliate investments in sponsored funds, including drawdown of commitments and return of capital from syndications or realized fund investments. 50 Table of Contents Our investing activities generated net cash inflows of $139.6 million in 2026 and outflows of $68.5 million in 2025. •In 2026, net cash inflows included $80.0 million of proceeds received in January 2026 from syndication of our interests in sponsored funds in December 2025, $56.4 million of capital distributions received net of fundings, related to our general partner and general partner affiliate commitments in our sponsored funds, and $1.3 million of net outflows from investing activities of our consolidated liquid funds that hold marketable equity securities. •In 2025, net cash outflows resulted from $73.6 million of fundings, net of distributions, related to our general partner and general partner affiliate commitments in our sponsored funds, and $32.6 million of investments warehoused for potential new products. This was partially offset by return of capital of $24.8 million from the secondary sale of equity in our DataBank portfolio company and $12.1 million from disposition and recapitalization of investments in our InfraBridge fund. Financing Activities We incur cash outlays primarily for dividends to our preferred and common stockholders. Other financing activities relate to investment activities of limited partners in consolidated funds and third party interests (including employees) in the general partner entities of our sponsored funds. Financing activities generated net cash outflows of $66.4 million in 2026 and $25.1 million in 2025. Dividend payments for two quarters on our common and preferred stock approximate $33.0 million each year. •In 2026, our corporate debt was refinanced through issuance of $300.0 million of new senior notes that repaid a prior series of maturing notes in the same principal amount, with a net cash outlay for debt offering cost of $8.5 million. •In 2025, cash outflows were partially offset by a follow-on investment of $14.2 million contributed by limited partners of a consolidated single asset fund. Guarantees and Off-Balance Sheet Arrangements We have no guarantees or off-balance sheet arrangements that we believe are reasonably likely to have a material effect on our financial position. Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our critical accounting policies and estimates are integral to understanding and evaluating our reported financial results as they require subjective or complex management judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain and unpredictable. There have been no changes to our critical accounting policies since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025. With respect to all critical estimates, we have established policies and control procedures which seek to ensure that estimates and assumptions are appropriately governed and applied consistently from period to period. We believe that all of the decisions and assessments applied were reasonable at the time made, based upon information available to us at that time. Due to the inherently judgmental nature of the various projections and assumptions used, and unpredictability of economic and market conditions, actual results may differ from estimates, and changes in estimates and assumptions could have a material effect on our financial statements in the future. Recent Accounting Updates The effects of accounting standards adopted in 2026 and the potential effects of accounting standards to be adopted in the future are described in Note 2 to our consolidated financial statements in Item 1 of this Quarterly Report.

Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of financial loss from adverse movement in market prices. The primary sources of market risk are interest rates, foreign currency rates and equity prices. 51 Table of Contents Our business is exposed primarily to the effect of market risk on our fee revenue, principal investment income and net carried interest allocation, foreign currency risk on non-U.S. investment management business, interest rate risk on our VFN, and equity price risk on marketable equity securities held by consolidated investment vehicles. Market Risk Effect on Fee Revenue, Principal Investment Income and Net Carried Interest Allocation Management Fees—To the extent management fees are based upon fair value of the underlying investments of our managed investment vehicles, an increase or decrease in fair value will directly affect our management fee revenue. Generally, our management fee revenue is calculated based upon investors' committed capital during the commitment period of the vehicle, and thereafter, contributed or invested capital during the investing and liquidating periods, or invested capital from inception for Credit and co-investment vehicles. To a lesser extent, management fees are based upon the NAV of vehicles in our Liquid Strategies or GAV for certain InfraBridge vehicles, measured at fair value. At June 30, 2026, vehicles with NAV or GAV fee basis made up 4% of our $40.2 billion FEEUM and accounted for $7.2 million of management fees for the six months ended June 30, 2026. Accordingly, most of our management fee revenue are not directly affected by changes in investment fair values. Principal Investment Income (Loss)—This is our share of income (loss) from equity interests in our sponsored funds, which in turn is largely driven by fair value changes in the underlying investments of the funds. A hypothetical 10% decline in the fair value of fund investments at June 30, 2026 would decrease the OP's share of principal investment income by approximately $75 million. Incentive Fees and Carried Interest—Incentive fees and carried interest, net of management allocations, are earned based upon the financial performance of a vehicle above a specified return threshold, which is largely driven by appreciation in value of underlying investments. The amount of carried interest allocation recognized is based upon the cumulative performance of the fund if it were liquidated as of the reporting date. The extent of the effect of fair value changes to the amount of incentive fees and carried interest earned will depend upon the cumulative performance of an investment vehicle relative to its return threshold, the performance measurement period used to calculate incentives and carried interest, and the stage of the vehicle's lifecycle. A hypothetical 10% decline in the fair value of fund investments at June 30, 2026 would decrease unrealized carried interest by approximately $126 million, representing the OP's share of carried interest net of allocations to employees and a third party participation interest. Our incentive fees are recognized when it is probable that a significant reversal of the cumulative incentive fees will not occur, which is typically when the fees become realizable or realized at the end of the performance measurement period. At June 30, 2026, there were no incentive fees recorded that have not been fully realized. Foreign Currency Risk As of June 30, 2026, we had limited direct foreign currency exposure from our foreign operations and there were no foreign currency denominated investments on the balance sheet. Changes in foreign currency rates can adversely affect earnings and the value of our foreign currency denominated investments, including investments in our foreign subsidiaries. We have exposure to foreign currency risk from the operations of our foreign subsidiaries to the extent these subsidiaries do not transact in U.S. dollars. Generally, this is limited to our InfraBridge advisor subsidiary which receives fee revenue predominantly in U.S. dollars but incur operating costs in Pound Sterling. Interest Rate Risk Instruments bearing variable interest rates include debt obligations, which are subject to interest rate fluctuations that will affect future cash flows, specifically interest expense. Our corporate debt exposure to variable interest rates is limited to our VFN revolver, which had no outstanding balance at June 30, 2026. Equity Price Risk At June 30, 2026, we had $136 million of long positions and $92 million of short positions in marketable equity securities held by our consolidated liquid funds. Realized and unrealized gains and losses from marketable equity securities are recorded in other gain (loss) on the consolidated statement of operations. Market prices for publicly traded equity securities may fluctuate due to a myriad of factors, including but not limited to, financial performance of the investee, industry conditions, economic and political environment, trade volume, and general sentiments in the equity markets. Therefore the level of volatility and price fluctuations are unpredictable. Our funds constantly rebalance their 52 Table of Contents investment portfolio to take advantage of market opportunities and to manage risk. Additionally, one of our funds employs a long/short equity strategy, taking long positions that serve as collateral for short positions, which in combination, reduces its market risk exposure. The effect of equity price decreases to earnings attributable to our stockholders is further reduced as our consolidated liquid funds are partially owned by third party capital, which represent redeemable noncontrolling interests.

Read original filing text →

Risk Factors

Except as set forth below, there have been no material changes from the risk factors previously disclosed in response to "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025, which is available on the SEC's website at www.sec.gov. In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025. Risks Related to the SoftBank Merger and the ArcLight Acquisition The SoftBank Merger and/or the ArcLight Acquisition may not be completed on the terms or timelines currently contemplated or at all. The consummation of the SoftBank Merger and the ArcLight Acquisition are each subject to certain closing conditions, including among other things: (a) expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of certain non-U.S. antitrust approvals; (b) the receipt of certain required consents or approvals, including, among others, from (i) the Committee on Foreign Investment in the United States and the applicable regulators in certain non-U.S. jurisdictions under foreign investment laws, (ii) the Federal Energy Regulatory Commission, (iii) the Federal Communications Commission, (iv) the Monetary Authority of Singapore, (v) the UK Financial Conduct Authority, and (vi) the European Union under the EU Foreign Subsidies Regulation 2022/2560; (c) the absence of legal restraints prohibiting the SoftBank Merger and/or the ArcLight Acquisition, as applicable; (d) the absence of certain materially adverse conditions or remedies imposed in connection with the foregoing regulatory approvals; and (e) the receipt of required consents for investment funds and clients, as applicable, as well as other customary closing conditions. There can be no assurance that such conditions will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied. While many of the required governmental approvals for the SoftBank Merger and the ArcLight Acquisition have been obtained, certain governmental agencies may not approve the SoftBank Merger, the ArcLight Acquisition and/or the related transactions necessary to complete the SoftBank Merger and/or the ArcLight Acquisition, or may impose conditions to the approval of such transactions or require changes to the terms of such transactions. Any such conditions or changes could have the effect of delaying completion of the SoftBank Merger and/or the ArcLight Acquisition, or imposing costs on or limiting the operation of the Company's business following the SoftBank Merger and/or the ArcLight Acquisition, and such conditions or changes could lead to the termination of the SoftBank Merger Agreement and/or the ArcLight Agreement. An adverse judgment in one or more lawsuits challenging the SoftBank Merger and/or the ArcLight Acquisition, should they occur, may prevent such transactions from becoming effective or from becoming effective within the expected timeframes, and may result in significant costs and divert management’s attention and resources. Stockholders may file lawsuits challenging the SoftBank Merger, the ArcLight Acquisition or the other transactions contemplated by the SoftBank Merger Agreement or the ArcLight Agreement, as applicable, which may name the Company, members of the board of directors or others as defendants. No assurance can be made as to the outcome of such lawsuits, should they occur, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the SoftBank Merger or the ArcLight Agreement on the applicable agreed-upon terms, such an injunction may delay the completion of the SoftBank Merger and/or the ArcLight Acquisition, in the expected timeframe, or may prevent such transactions from being completed altogether. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and diverts management’s attention and resources, which could adversely affect the operation of our business. Failure to consummate the proposed SoftBank Merger and/or the ArcLight Acquisition could have a material adverse impact on our business, results of operations and financial condition. In the event the SoftBank Merger and/or the ArcLight Acquisition are not completed, we will be subject to a number of risks without realizing any of the benefits of having completed such transactions, including the following: 54 Table of Contents •Because consummation of the ArcLight Acquisition is conditioned upon prior completion of the SoftBank Merger, if the SoftBank Merger is not completed, the ArcLight Acquisition likewise will not be consummated and we will not realize any of its anticipated benefits; •We may be required to pay a termination fee of $96 million if the SoftBank Merger is terminated under qualifying circumstances and/or a termination fee of $30 million if the ArcLight Agreement is terminated under qualifying circumstances, in each case as described in the SoftBank Merger Agreement or ArcLight Agreement, as applicable; •We have incurred and will continue to incur substantial costs relating to the SoftBank Merger and the ArcLight Acquisition, such as financial advisor, legal, accounting, and, with respect to the ArcLight Acquisition, debt financing costs and fees, regardless of whether the SoftBank Merger and the ArcLight Acquisition are completed; •Time and resources committed by management to matters relating to the SoftBank Merger and the ArcLight Acquisition (including integration planning) could otherwise have been devoted to pursuing other beneficial opportunities; and •The market price of our common stock could decline to the extent that the current market price reflects a market assumption that the SoftBank Merger will be completed. If the SoftBank Merger and/or the ArcLight Acquisition are not completed, the Company cannot assure its stockholders that the risks described above will not materialize and will not materially affect the Company’s business and financial results or the market price of our securities. Uncertainty regarding the completion of the SoftBank Merger and/or the ArcLight Acquisition may adversely impact our ability to maintain relationships with investors and business partners and may adversely affect our ability to attract and retain key employees. The SoftBank Merger and the ArcLight Acquisition will each be consummated only if stated conditions are met, many of which are beyond our control, and may not be completed on the terms or timeline currently contemplated or at all. As a result, there may be uncertainty regarding the completion of the SoftBank Merger and/or the ArcLight Acquisition. This uncertainty may cause some of our investors and business partners to delay or defer decisions or to end their relationships with us, which could negatively affect our revenues, earnings and cash flows, regardless of whether the SoftBank Merger and/or the ArcLight Acquisition are completed. Uncertainty regarding the completion of the SoftBank Merger and/or the ArcLight Acquisition may also foster uncertainty among employees about their future roles. This may adversely affect our ability to attract and retain key personnel, which could have an adverse effect on our ability to generate revenue at anticipated levels prior to the completion of the SoftBank Merger and/or the ArcLight Acquisition.