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DigitalBridge Group, Inc.

DigitalBridge Group, Inc.DBRG決算レポート

NYSE · 金融 · 投資アドバイス

DigitalBridge Group, Inc. is a global digital infrastructure investment firm. The company owns, invests in and operates businesses such as cell towers, data centers, fiber, small cells, and edge infrastructure. Headquartered in Boca Raton, DigitalBridge has offices in Los Angeles, New York, Denver, London, and Singapore. As of June 2025, DigitalBridge had US$106 billion of assets under management.

What changed in DigitalBridge Group, Inc.'s 10-K — 2024 vs 2025

Top changes in DigitalBridge Group, Inc.'s 2025 10-K

336 paragraphs added · 317 removed · 217 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

40 edited+14 added−13 removed60 unchanged
We compete with other investment managers focused on or active in digital infrastructure, including other private equity sponsors, credit and hedge fund sponsors and REITs who may have greater financial resources, longer track records, more established relationships and more attractive fees and other fund terms.
We compete with other investment managers focused on or active in digital infrastructure, including other private equity and infrastructure sponsors, credit and hedge fund sponsors and REITs who may have greater financial resources, longer track records, more established relationships and more attractive fees and other fund terms.
Outside of the U.S., certain of our subsidiaries and the funds that we manage are subject to regulation in numerous jurisdictions, including the EU, the United Kingdom, Luxembourg, Cayman Islands, Hong Kong, Singapore and Abu Dhabi. Culture of Compliance Rigorous legal and compliance analysis of our businesses and investments is important to our culture.
Outside of the U.S., certain of our subsidiaries and the funds that we manage are subject to regulation in numerous jurisdictions, including the EU, the United Kingdom, Luxembourg, Cayman Islands, Hong Kong, Japan, Singapore and Abu Dhabi. Culture of Compliance Rigorous legal and compliance analysis of our businesses and investments is important to our culture.
Competition As an investment manager, we primarily compete for capital from outside investors and in our pursuit and execution of investment opportunities on behalf of our investment funds. We face competition in capital formation and in acquiring investments in portfolio companies at attractive prices.
Competition As an investment manager, we primarily compete for capital from outside investors and in our pursuit and execution of investment opportunities on behalf of our investment funds. We face competition in capital formation and in acquiring portfolio companies at attractive prices.
Additionally, DBRG’s senior investment team has experience originating, executing and integrating accretive acquisitions into existing platform investments, as well as creating strategic partnerships with carriers, utilities, broadcasters and real estate owners, many of which have been sourced on a proprietary basis. • Dynamic Portfolio Company Balance Sheet Management— We have substantial institutional relationships with leading international banks and bond investors.
Additionally, DBRG’s senior investment team has experience originating, executing and integrating accretive acquisitions into existing platform investments, as well 9 Table of Contents as creating strategic partnerships with carriers, utilities, broadcasters and real estate owners, many of which have been sourced on a proprietary basis. • Dynamic Portfolio Company Balance Sheet Management— We have substantial institutional relationships with leading international banks and bond investors.
Any failure or alleged failure to comply with these laws could harm our business, reputation, financial condition, and operating results.” 12 Table of Contents Regulated Entities Outside of the United States Certain of our subsidiaries and the funds that we manage that operate in jurisdictions outside of the United States are licensed by or have obtained authorizations to operate in their respective jurisdictions outside of the United States, and as a result are regulated by various international regulators and subject to applicable regulation.
Any failure or alleged failure to comply with these laws could harm our business, reputation, financial condition, and operating results.” Regulated Entities Outside of the United States Certain of our subsidiaries and the funds that we manage that operate in jurisdictions outside of the United States are licensed by or have obtained authorizations to operate in their respective jurisdictions outside of the United States, and as a result are regulated by various international regulators and subject to applicable regulation.
The ability to transact on attractive investments will depend upon our reputation and track record on execution, capital availability, cost of capital, pricing, tolerance for risk, and number of potential buyers, among other factors.
The ability to transact on attractive investments will depend upon the availability of appropriate opportunities, our reputation and track record on execution, capital availability, cost of capital, pricing, tolerance for risk, and number of potential buyers, among other factors.
Our structuring considerations 8 Table of Contents focus on the seniority of our debt product within the borrower's capital structure, quality of the underlying security, adequacy of financial covenants and other affirmative and/or negative covenants, among other factors. In addition to evaluating the merits of any particular proposed investment, we evaluate the diversification of our fund’s portfolio of assets.
Our structuring considerations focus on the seniority of our debt product within the borrower's capital structure, quality of the underlying security, adequacy of financial covenants and other affirmative and/or negative covenants, among other factors. In addition to evaluating the merits of any particular proposed investment, we evaluate the diversification of our fund’s portfolio of assets.
Our policy provides that investment allocation decisions are to be based on a suitability assessment involving a review of numerous factors, including the investment objectives for a particular source of capital, available cash, diversification/concentration, leverage policy, the size of the investment, tax factors, anticipated pipeline of suitable investments, fund life and existing contractual obligations such as first-look rights and non-compete covenants.
Our policy provides that investment allocation decisions are to be based on a suitability assessment involving a review of numerous factors, including the investment objectives (including without limitation projected returns) for a particular source of capital, available cash, diversification/concentration, leverage policy, the size of the investment, tax factors, anticipated pipeline of suitable investments, fund life and existing contractual obligations such as first-look rights and non-compete covenants.
We have built an organization rooted in entrepreneurship, intellectual curiosity and agility, and we believe that our people, values and specialization in the digital infrastructure space position us to deliver long-term success for our stockholders and fund investors. Talent Management At December 31, 2024, our global team consisted of 324 employees, of which approximately 67% were based in the U.S.
We have built an organization rooted in entrepreneurship, intellectual curiosity and agility, and we believe that our people, values and specialization in the digital infrastructure space position us to deliver long-term success for our stockholders and fund investors. Talent Management At December 31, 2025, our global team consisted of 316 employees, of which approximately 67% were based in the U.S.
Our annual reports on Form 10-K (including this Annual Report), quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and any amendments thereof are available on our website under “Shareholders—SEC Filings,” as soon as reasonably practicable after they are electronically filed with or furnished to the SEC, and may be viewed at the SEC’s website at www.sec.gov.
Our annual reports on Form 10-K (including this Annual Report), quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and any amendments thereof are available on our website under “Shareholders—SEC 15 Table of Contents Filings,” as soon as reasonably practicable after they are electronically filed with or furnished to the SEC, and may be viewed at the SEC’s website at www.sec.gov.
Allocation Procedures In order to address the risk of potential conflicts of interest among our managed investment vehicles, we have implemented an investment allocation policy consistent with our duty as a registered investment adviser to treat our managed investment vehicles fairly and equitably over time.
Allocation Procedures In order to address the risk of potential conflicts of interest among our managed investment vehicles, we have implemented an investment allocation policy consistent with our duty as a registered investment adviser to treat our 10 Table of Contents managed investment vehicles fairly and equitably over time.
We believe that these structures generally allow for higher leverage, lower interest cost, fixed rates, longer term maturities and more favorable amortization as compared to traditional financing instruments. • Products— Provide flexible and creative solutions across the capital structure to digital real estate and infrastructure companies around the world. • Prudent Leverage— Structuring transactions with the appropriate amount of leverage, if any, based on the risk, duration and structure of cash flows of the underlying asset.
We believe that these structures generally allow for higher leverage, lower interest cost, fixed rates, longer term maturities and more favorable amortization as compared to traditional financing instruments. • Products— Provide flexible and creative solutions across the capital structure to digital infrastructure companies around the world. • Prudent Leverage— Structuring transactions with the appropriate amount of financial leverage based on the risk, duration and structure of cash flows of the underlying asset.
We face competition from a variety of institutional investors, including investment managers of private equity and infrastructure, credit and hedge funds, REITs, specialty finance companies, commercial and investment banks, commercial finance and insurance companies, and other financial institutions.
We face competition from a variety of institutional investors, including investment managers of private equity and infrastructure, credit and hedge funds, REITs, specialty finance companies, commercial and investment banks, commercial finance and insurance companies, publicly traded digital infrastructure companies and other financial institutions.
Regulatory and Compliance Matters Our business, as well as the financial services industry, generally are subject to extensive regulation, including periodic examinations by governmental agencies and self-regulatory organizations or exchanges in the U.S. and foreign jurisdictions in which we operate relating to, among other things, antitrust laws, anti-money laundering laws, anti-bribery laws relating to foreign officials, tax laws, foreign investment laws and privacy laws with respect to client and other information, and some of our funds invest in businesses that operate in highly regulated industries.
Seasonality We generally do not experience pronounced seasonality in our business. 12 Table of Contents Regulatory and Compliance Matters Our business, as well as the financial services industry, generally are subject to extensive regulation, including substantive regulation of the services we provide to our clients periodic examinations by governmental agencies and self-regulatory organizations or exchanges in the U.S. and foreign jurisdictions in which we operate relating to, among other things, antitrust laws, anti-money laundering laws, anti-bribery laws relating to foreign officials, tax laws, foreign investment laws and privacy laws with respect to client and other information, and some of our funds invest in businesses that operate in highly regulated industries.
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 funds focus on value-add digital infrastructure, investing in and building businesses across the digital infrastructure sector. • Core Equity invests in digital infrastructure businesses and assets with long-duration cash flow profiles, primarily in more developed geographies, through our Strategic Assets Fund ("SAF"). • DigitalBridge Credit is our private credit strategy that delivers credit solutions to corporate borrowers in the digital infrastructure sector globally through credit financing products such as first and second lien term loans, mezzanine debt, preferred equity and construction/delay-draw loans, among other products. • 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. • InfraBridge is focused on mid-market investments in the digital infrastructure, energy and digital adjacent areas of traditional infrastructure (predominantly transportation and logistics via the Global Infrastructure Fund ("GIF") series of funds.
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. • 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).
Table of Contents We believe we can achieve our business objective of delivering attractive risk-adjusted returns through our rigorous underwriting and asset management processes, which benefit from our deep operational and investment experience in digital infrastructure, having invested in and run digital infrastructure businesses through multiple economic cycles.
We believe we can achieve our business objective of delivering attractive risk-adjusted returns through our rigorous transaction sourcing, underwriting and investment management processes, which benefit from our deep operational and investment experience in digital infrastructure, having invested in and run digital infrastructure businesses across various geographies through multiple economic cycles.
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 distributions have exceeded the final carried interest amount earned (or amount earned as of the calculation date), we are obligated to return the excess carried interest received.
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.
Customers Our investment management business has over 100 institutional investors that form our diverse, global investor base, including but not limited to: public and private pensions, sovereign wealth funds, asset managers, insurance companies, and endowments. Seasonality We generally do not experience pronounced seasonality in our business.
Customers Our investment management business has over 150 institutional investors that form our diverse, global investor base, including but not limited to: public and private pensions, sovereign wealth funds, asset managers, insurance companies, and endowments.
Our employees embody our commitment to social responsibility through volunteering and charitable giving, serving as ambassadors of our values and reinforcing our connections with the communities we serve. Available Information Our website address is www.digitalbridge.com.
Community Engagement We are passionate about giving back to the communities where we live and work. Our employees embody our commitment to social responsibility through volunteering and charitable giving, serving as ambassadors of our values and reinforcing our connections with the communities we serve. Available Information Our website address is www.digitalbridge.com.
There can be no assurance that the Proposed Rules or any other new SEC rules and amendments will not have a material adverse effect on us. 11 Table of Contents Investment Company Act of 1940 An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations of the SEC thereunder if: it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or, absent an applicable exemption or exception, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the "40% test").
Investment Company Act of 1940 An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations of the SEC thereunder if: it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or, absent an applicable exemption or exception, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the "40% test").
Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, personal securities trading, anti-bribery, anti-money laundering (including know-your-customer controls), valuation of investments on a fund-specific basis, document retention, potential conflicts of interest and the allocation of investment opportunities.
Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, personal securities trading, anti-bribery, anti-money laundering (including know-your-customer controls), valuation of investments on a fund-specific basis, document retention, potential conflicts of interest and the allocation of investment opportunities. 14 Table of Contents Our compliance group also monitors the information barriers that we maintain between the Company’s businesses.
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. At December 31, 2024, we owned 94% of the Operating Company as its sole managing member.
At December 31, 2025, we had 316 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 97% of the Operating Company at December 31, 2025.
Unrealized carried interest is driven by changes in fair value of the underlying investments of the fund, which could be affected by various factors, including but not limited to the financial performance of the portfolio company, economic conditions, foreign exchange rates, comparable transactions in the market, and equity prices for publicly traded securities.
Unrealized carried interest is driven primarily by changes in fair value of the underlying investments of the fund, which may be affected by various factors, including but not limited to, the projected financial performance of the portfolio company, economic conditions and comparable transactions in the market.
Our compliance group also monitors the information barriers that we maintain between the Company’s businesses. We believe that our various businesses’ access to the intellectual knowledge and contacts and relationships that reside throughout our firm benefits all of our businesses.
We believe that our various businesses’ access to the intellectual knowledge and contacts and relationships that reside throughout our firm benefits all of our businesses.
We strive to maintain a culture of compliance through the use of policies and procedures, such as our code of ethics, compliance systems, communication of compliance guidance and employee education and training. We have a compliance group that monitors our compliance with the regulatory requirements to which we are subject and manages our compliance policies and procedures.
We strive to maintain a culture of compliance through the use of policies and procedures, such as our code of ethics, compliance systems, communication of compliance guidance and employee education and training.
We view the capital interests we hold in investment vehicles that we also manage not to be investment securities as defined under the 1940 Act for purposes of the 40% test, regardless of whether these interests are general partner interests or limited partner interests, or the equivalent of either in other forms of organization.
In addition, many of our wholly owned subsidiaries rely on the exemption under section 3(c)(7) because all of their outstanding securities are owned by other subsidiaries of ours that are not investment companies. 13 Table of Contents We view the capital interests we hold in investment vehicles that we also manage not to be investment securities as defined under the 1940 Act for purposes of the 40% test, regardless of whether these interests are general partner interests or limited partner interests, or the equivalent of either in other forms of organization.
Our ability to continue to compete effectively in our business will depend upon our ability to attract new employees and retain and motivate our existing employees. 10 Table of Contents Increasing competition in the investment management industry may limit our ability to generate attractive risk-adjusted returns for our stockholders, thereby adversely affecting the market price of our common stock.
Increasing competition in the investment management industry may limit our ability to generate attractive risk-adjusted returns for our stockholders, thereby adversely affecting the market price of our common stock.
Additional sanctions that may be imposed for failure to comply with applicable requirements include the prohibition of individuals from associating with an investment adviser, the revocation of registrations and other censures and fines.
Additional sanctions that may be imposed for failure to comply with applicable requirements include the prohibition of individuals from associating with an investment adviser, the revocation of registrations and other censures and fines. In recent years, the SEC has proposed substantial new regulations and, more recently in 2025, rescinded certain rule proposals or extended the effectiveness of other proposals.
Culture and Workplace At DigitalBridge, we strive to foster an engaging and inclusive work environment that thrives on diverse perspectives, promotes innovation and supports the execution of our business strategy.
Culture and Workplace At DigitalBridge, we strive to foster an engaging and inclusive work environment that thrives on diverse perspectives, promotes innovation and supports the execution of our business strategy. We cultivate an agile, entrepreneurial, and professional culture that encourages embracing bold ideas, adapting swiftly to change, and taking ownership with integrity to drive innovation and deliver impactful results.
We cultivate an agile, entrepreneurial, and professional culture that encourages embracing bold ideas, adapting swiftly to change, and taking ownership with integrity to drive innovation and deliver impactful results. 13 Table of Contents Compensation and Benefits Our compensation program is designed to attract and reward exceptional talent with the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders.
Compensation and Benefits Our compensation program is designed to attract and reward exceptional talent with the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders.
Incentive fees are performance-based and measured annually or in certain instances, subject to specific realization events on the underlying investments.
Incentive fees are performance-based and measured annually or in certain instances, subject to specific realization events on the underlying investments. Incentive fees are recognized when the fees are not likely to be subject to reversal, which is generally at the end of the performance measurement period or upon occurrence of the specified realization event.
Incentive fees are recognized when the fees are not likely to be subject to reversal, which is generally at the end of the performance measurement period or upon occurrence of the specified realization event. 9 Table of Contents Carried Interest —Carried interest represents a disproportionate allocation of returns of up to 20% to us as general partner based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles, typically an annual preferred return of 6% to 8%.
Carried Interest —Carried interest represents a disproportionate allocation of returns of up to 20% to the Company, as general partner or special limited partner (which may be paid to the special limited partner entity owned by the Company in place of the general partner entity), based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles, typically an annual preferred return of 6% to 8%.
References to the “Operating Company” and the “OP” refer to DigitalBridge Operating Company, LLC, a Delaware limited liability company and the operating company of DBRG, 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 DBRG, 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 Investment Management Platform Our investment management platform is anchored by our value-add funds within the DigitalBridge Partners ("DBP") infrastructure equity series.
Additional information related to the Merger Agreement is included in our Current Report on Form 8-K filed on December 30, 2025. 8 Table of Contents Our Investment Management Platform Our investment management platform is anchored by our value-add funds within the DigitalBridge Partners ("DBP") infrastructure equity series.
Allocation of Incentive Fees and Carried Interest —A portion of incentive fees and carried interest earned by us are allocable to senior management, investment professionals, certain other employees and former employees, and for certain funds, to a third party investor, Wafra.
A portion of carried interest earned by the Company is allocated to current and former employees and for certain funds, to a third party participation interest.
At December 31, 2024, we had $35.5 billion of fee earning equity under management ("FEEUM"). We are headquartered in Boca Raton, Florida, with key offices in New York, London, Luxembourg and Singapore. At December 31, 2024, we had 324 employees.
Our diverse global investor base includes public and private pensions, sovereign wealth funds, other asset managers, insurance companies, and endowments. At December 31, 2025, we had $41.0 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.
Unrealized carried interest may be subject to reversal until such time it is realized. Realization of carried interest occurs upon disposition of all underlying investments of the fund, or in part with each disposition. Generally, carried interest is distributed upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles.
When the fair value of fund investments fall below return hurdles or remain constant and preferred returns on unreturned capital accumulate, this may result in a reversal of unrealized carried interest previously recognized. 11 Table of Contents Generally, carried interest is distributed upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles.
We also face competition in the recruitment and retention of qualified and skilled personnel.
We also face competition in the recruitment and retention of qualified and skilled personnel. Our ability to continue to compete effectively in our business will depend upon our ability to attract new employees and retain and motivate our existing employees.
The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund.
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.
We generally withhold a portion of the distribution of carried interest to satisfy the employee and former employee recipients' potential clawback obligation. Our Fund Capital Investments As general partner, we have minimum capital commitments to our sponsored funds.
Their share of carried interest is subject to recognition and reversal in accordance with the related carried interest income earned by the Company, and is not paid until the Company receives carried interest distributions from its funds. Our Fund Capital Investments As general partner, we have minimum capital commitments to our sponsored funds.
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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, fiber networks, small cells, and edge infrastructure. Our diverse global investor base includes public and private pensions, sovereign wealth funds, asset managers, insurance companies, and endowments.
Added
Proposed Acquisition of DBRG On December 29, 2025, DBRG, the Operating Company and indirect subsidiaries of SoftBank Group Corp. (TSE: 9984, "SoftBank") entered into an agreement and plan of merger (the “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 (the "Merger").
Removed
The amount of carried interest recognized is based upon the cumulative performance of the fund if it were liquidated as of the reporting date.
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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.
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Therefore, carried interest distributions may be subject to clawback if decline in investment values results in cumulative performance of the fund falling below minimum return hurdles in the interim period.
Added
The preferred stock of DBRG and the Operating Company will remain outstanding. Warrants to purchase DBRG's common stock will be treated in accordance with the terms of the applicable warrant agreements.
Removed
If it is determined that the Company has a clawback obligation, a liability would be established based upon a hypothetical liquidation of the net assets of the fund at reporting date.
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Consummation of the Merger requires approval by DBRG’s common stockholders, and is subject to certain other closing conditions, including receipt of required consents for the Company’s flagship investment funds and from a specified percentage of fee-paying clients of the Company, and receipt of regulatory approvals, as well as customary closing conditions.
Removed
These allocations are generally not paid to the recipients until the related incentive fees and carried interest amounts are distributed by the funds to us. If the related carried interest distributions received by us are subject to clawback, the previously distributed carried interest would be similarly subject to clawback from the recipients.
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The Merger Agreement contains customary termination rights for both parties, including, among others, the right of either party to terminate the Merger Agreement if the 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 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.
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The SEC recently adopted amendments to Form PF that enhance reporting obligations for private fund advisors and to Regulation S-P, which requires, among other things, that private fund advisors adopt written policies and procedures for an incident response program to address unauthorized access to customer information.
Added
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 Merger Agreement in connection with such termination. Subject to conditions set forth in the Merger Agreement, the Merger is expected to be completed in the second half of 2026.
Removed
The SEC has also proposed, and can be expected to propose, additional rules and rule amendments under the Investment Advisers Act including in respect of custody requirements, cybersecurity risk governance, disclosures regarding how environmental, social and governance ("ESG") factors are taken into consideration in investment strategies, the use of predictive data analytics or similar technologies and the outsourcing of certain functions to service providers (the “Proposed Rules”).
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Following consummation of the Merger, the Company will become an indirect, wholly-owned subsidiary of SoftBank, but will continue to operate as a separately managed platform. There can be no assurance that the Merger will be consummated.
Removed
The Proposed Rules, to the extent adopted, are expected to significantly increase compliance burdens and associated costs and complexity. This regulatory complexity, in turn, may increase the need for broader insurance coverage by fund managers and increase such costs and expenses.
Added
Risks and uncertainties associated with the Merger are discussed in Part I, Item 1A, “Risk Factors — Risks Related to the Merger” in this annual report on Form 10-K. All forward-looking statements herein do not take into account the impact of, or give any effect to, the Merger.
Removed
Certain of the Proposed Rules may also (i) increase the cost of entering into and maintaining relationships with service providers; (ii) limit the number of service providers; and/or (iii) increase the costs of engaging with service providers, in each case, in a detrimental manner.
Added
Realization of carried interest occurs upon disposition of all underlying investments of the fund, or in part the disposition of each investment. Unrealized carried interest is recognized as the amount that would be due pursuant to the fund governing documents assuming a hypothetical liquidation of the investments of the fund at their estimated fair values as of reporting date.
Removed
In addition, these amendments could increase the risk of exposure to additional regulatory scrutiny, litigation, censure and penalties for noncompliance or perceived noncompliance, which in turn would be expected to adversely (potentially materially) affect our reputation.
Added
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.
Removed
In addition, many of our wholly owned subsidiaries rely on the exemption under section 3(c)(7) because all of their outstanding securities are owned by other subsidiaries of ours that are not investment companies.
Added
Nevertheless, any changes or potential changes in the regulatory framework applicable to our business may impose additional expenses or capital requirements on us, limit our fundraising activities, have on adverse effect on our results of operations, financial condition, reputation or prospects, impair employee retention or recruitment, increase the need for broader insurance coverage and require substantial additional attention by our senior management.
Removed
Our Chief Compliance Officer supervises our compliance group, which is responsible for addressing all regulatory and compliance matters that affect our activities.
Added
Adoption of new rules and amendments to existing rules could significantly impact us and our operations, including by increasing compliance burdens and associated regulatory costs and complexity.
Removed
Community Engagement We are passionate about giving back to the communities where we live and work. Our recent efforts include supporting Télécoms Sans Frontières, which provides emergency technology services during humanitarian crises and mentoring youth through Big Brothers Big Sisters in New York.
Added
In addition, new or changed rules enhance the risk of regulatory action, which could adversely impact our reputation and our fundraising efforts, including as a result of public regulatory sanctions and increased regulatory enforcement activity in the financial services industry.
Added
We have a compliance group supervised by our Chief Compliance Officer that monitors our compliance with the regulatory requirements to which we are subject and manages our compliance policies and procedures.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

61 edited+47 added−26 removed285 unchanged
Although we make efforts to maintain the security and integrity of our networks and systems, and the proprietary, confidential and personal information that resides on or is transmitted through them, and we have implemented various cybersecurity policies, procedures capabilities to manage the risk of a cybersecurity incident or disruption, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.
Although we make efforts to maintain the security and integrity of our networks and systems, and the proprietary, confidential and personal information that resides on or is transmitted through them, and we have implemented various cybersecurity policies, procedures and capabilities to manage the risk of a cybersecurity incident or disruption, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.
Such a failure could result from numerous factors, including mechanical failure, power outage, human error, shortage of material and skilled labor or work stoppages, physical or electronic security incidents, war, terrorism, health crises or pandemics, fire, earthquake, hurricane, flood, climate change, and other natural disasters, sabotage and vandalism; • Service interruptions, equipment failures or security incidents may result in legal liability, regulatory requirements, penalties and monetary damages and damage our brand and reputation; • Dependence on third-party suppliers for power, network connectivity and certain other services results in vulnerability to service failures of such third-party suppliers and to price increases by such suppliers to the extent such costs are not borne by customers; • The digital infrastructure industry is highly competitive and it may be difficult to develop and maintain a balanced customer base, resulting in increased risk based on the credit quality of one or more customers; • Demand for digital infrastructure assets, power or connectivity is particularly susceptible to general economic slowdowns as well as adverse developments in the internet and data communications and broader technology industries; • Demand for digital infrastructure that supports wireless infrastructure, such as cell towers, is particularly susceptible to changes in the levels of consumption of mobile data and investment by mobile carriers; • Technological developments, such as virtualization technology, more efficient or miniaturization of computing or networking devices, or devices that require higher power densities than today’s devices, may cause certain digital infrastructure assets to become obsolete or result in decreased demand for certain digital infrastructure assets; • Digital infrastructure investments are subject to substantial government regulation related to the acquisition and operation of such investments; and 18 Table of Contents • The use and development of generative AI technologies is subject to evolving and complex regulatory frameworks across various jurisdictions, and it remains uncertain how generative AI and such regulatory developments will impact new and existing digital infrastructure investments.
Such a failure could result from numerous factors, including mechanical failure, power outage, human error, shortage of material and skilled labor or work stoppages, physical or electronic security incidents, war, terrorism, health crises or pandemics, fire, earthquake, hurricane, flood, climate change, and other natural disasters, sabotage and vandalism; 21 Table of Contents • Service interruptions, equipment failures or security incidents may result in legal liability, regulatory requirements, penalties and monetary damages and damage our brand and reputation; • Dependence on third-party suppliers for power, network connectivity and certain other services results in vulnerability to service failures of such third-party suppliers and to price increases by such suppliers to the extent such costs are not borne by customers; • The digital infrastructure industry is highly competitive and it may be difficult to develop and maintain a balanced customer base, resulting in increased risk based on the credit quality of one or more customers; • Demand for digital infrastructure assets, power or connectivity is particularly susceptible to general economic slowdowns as well as adverse developments in the internet and data communications and broader technology industries; • Demand for digital infrastructure that supports wireless infrastructure, such as cell towers, is particularly susceptible to changes in the levels of consumption of mobile data and investment by mobile carriers; • Technological developments, such as virtualization technology, more efficient or miniaturization of computing or networking devices, or devices that require higher power densities than today’s devices, may cause certain digital infrastructure assets to become obsolete or result in decreased demand for certain digital infrastructure assets; • Digital infrastructure investments are subject to substantial government regulation related to the acquisition and operation of such investments; and • The use and development of generative AI technologies is subject to evolving and complex regulatory frameworks across various jurisdictions, and it remains uncertain how generative AI and such regulatory developments will impact new and existing digital infrastructure investments.
Numerous factors increase our competitive risks, some of which are outside of our control, including that: • Competition in the digital infrastructure sector has intensified as institutional investors, technology companies and 15 Table of Contents private equity firms increasingly target this asset class; • a number of our competitors have more personnel and greater financial, technical, marketing and other resources than we do; • many of our competitors have raised, or are expected to raise, significant amounts of capital, and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities and reduce the size and duration of pricing inefficiencies that we seek to exploit; • some of our competitors (including strategic competitors) may have a lower cost of capital and access to funding sources that are not available to us; • some of our competitors have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments; • our competitors may be able to achieve synergistic cost savings in respect of an investment that we cannot, which may provide them with a competitive advantage in bidding for an investment; • our competitors may be able to innovate disruptive technologies and/or new business models to which we may be slow to adapt; • there are relatively few barriers to entry impeding new funds, and the successful efforts of new entrants into our various lines of business, including major commercial and investment banks and other financial institutions, have resulted in increased competition; • some investors may prefer to invest with an investment manager whose equity securities are not traded on a national securities exchange; • some investors may prefer to pursue investments directly instead of investing through one of our managed funds or investment vehicles; • competition for qualified motivated, and highly-skilled executives, professionals and other key personnel in investment management firms is significant, both in the U.S. and internationally, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors; and • other investment managers may offer more products and services than we do, have more diverse sources of revenue or be more adept at developing, marketing and managing new products and services than we are.
Numerous factors increase our competitive risks, some of which are outside of our control, including that: • Competition in the digital infrastructure sector has intensified as institutional investors, technology companies and private equity firms increasingly target this asset class; • a number of our competitors have more personnel and greater financial, technical, marketing and other resources than we do; • many of our competitors have raised, or are expected to raise, significant amounts of capital, and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities and reduce the size and duration of pricing inefficiencies that we seek to exploit; • some of our competitors (including strategic competitors) may have a lower cost of capital and access to funding sources that are not available to us; • some of our competitors have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments; • our competitors may be able to achieve synergistic cost savings in respect of an investment that we cannot, which may provide them with a competitive advantage in bidding for an investment; • our competitors may be able to innovate disruptive technologies and/or new business models to which we may be slow to adapt; • there are relatively few barriers to entry impeding new funds, and the successful efforts of new entrants into our various lines of business, including major commercial and investment banks and other financial institutions, have resulted in increased competition; • some investors may prefer to invest with an investment manager whose equity securities are not traded on a national securities exchange; • some investors may prefer to pursue investments directly instead of investing through one of our managed funds or investment vehicles; • competition for qualified motivated, and highly-skilled executives, professionals and other key personnel in investment management firms is significant, both in the U.S. and internationally, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors; and • other investment managers may offer more products and services than we do, have more diverse sources of revenue or be more adept at developing, marketing and managing new products and services than we are.
Our business is materially affected by general economic and political conditions and events throughout the world, such as changes in interest rates, fiscal and monetary stimulus and withdrawal of stimulus, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates and controls, national and international political circumstances (including wars, terrorist acts or security operations) and responses to widespread health events, and our ability to manage our exposure to these conditions may be very limited.
Our business is materially affected by general economic and political conditions and events throughout the world, such as changes in interest rates, fiscal and monetary stimulus and withdrawal of stimulus, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), trade barriers, and tariffs, commodity prices, currency exchange rates and controls, national and international political circumstances (including wars, terrorist acts or security operations) and responses to widespread health events, and our ability to manage our exposure to these conditions may be very limited.
Furthermore, we may identify security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.
Furthermore, we may identify cybersecurity issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.
To the extent we expand into new investment strategies, geographic markets and businesses and attempt to expand our business through acquisitions, we will face numerous risks and uncertainties, including risks associated with: • our ability to successfully negotiate and enter into beneficial arrangements with our counterparties; • our ability to realize the anticipated operational and financial benefits from an acquisition and to effectively integrate an acquired business; • the required investment of capital and other resources; • our ability to successfully integrate, train and retain new employees; • the possibility of diversion of management's time and attention from our core business; • the possibility of disruption of our ongoing business; • the assumption of liabilities in any acquired business and the potential for litigation; • the broadening of our geographic footprint, including the risks associated with conducting operations in foreign jurisdictions, such as taxation; • properly managing conflicts of interests; and • our ability to comply with new regulatory regimes.
To the extent we expand into new investment strategies, geographic markets and businesses and attempt to expand our business through acquisitions, we will face numerous risks and uncertainties, including risks associated with: • our ability to successfully negotiate and enter into beneficial arrangements with our counterparties; • our ability to realize the anticipated operational and financial benefits from an acquisition and to effectively integrate an acquired business; • the required investment of capital and other resources; • our ability to successfully integrate, train and retain new employees; • the possibility of diversion of management's time and attention from our core business; • the possibility of disruption of our ongoing business; • the assumption of liabilities in any acquired business and the potential for litigation; • the broadening of our geographic footprint, including the risks associated with conducting operations in foreign jurisdictions, such as taxation; 26 Table of Contents • properly managing conflicts of interests; and • our ability to comply with new regulatory regimes.
We intend, to the extent that market conditions warrant, to seek to grow our businesses by increasing AUM in existing businesses, pursuing new investment strategies, developing new types of investment structures and products (such as separately managed accounts and structured products), expanding into new geographic markets and businesses and marketing products to new categories of investors.
We intend, to the extent that market conditions warrant, to seek to grow our businesses by increasing FEEUM in existing businesses, pursuing new investment strategies, developing new types of investment structures and products (such as separately managed accounts and structured products), expanding into new geographic markets and businesses and marketing products to new categories of investors.
These risks could result in substantial unanticipated delays or expenses (which may exceed expected or forecasted budgets) and, under certain circumstances, could prevent completion of construction or development activities once undertaken; and • The operation of infrastructure assets can be exposed to unplanned interruptions caused by significant catastrophic or force majeure events and there can be no assurance that such investments’ insurance policies would cover losses.
These risks could result in substantial unanticipated delays or expenses (which may exceed expected or forecasted budgets) and, under certain circumstances, could prevent completion of construction or development activities once undertaken; and 22 Table of Contents • The operation of infrastructure assets can be exposed to unplanned interruptions caused by significant catastrophic or force majeure events and there can be no assurance that such investments’ insurance policies would cover losses.
Our duties to the OP and its members, as the sole managing member, may come into conflict with the duties of our directors and officers to our Company and our stockholders. As of the date of this report, Messrs. Ganzi and Jenkins indirectly own approximately 1.5% and 1.3%, respectively, in the OP.
Our duties to the OP and its members, as the sole managing member, may come into conflict with the duties of our directors and officers to our Company and our stockholders. As of the date of this report, Messrs. Ganzi and Jenkins indirectly own approximately 1.6% and 1.3%, respectively, in the OP.
Because there is significant uncertainty in the valuation of, or stability of the value of, illiquid investments, including the effect of foreign exchange rates on non-U.S. dollar denominated investments, the fair values of such investments as 21 Table of Contents reflected in an institutional private fund’s net asset value do not necessarily reflect the prices that would be obtained by us on behalf of the institutional private fund when such investments are realized.
Because there is significant uncertainty in the valuation of, or stability of the value of, illiquid investments, including the effect of foreign exchange rates on non-U.S. dollar denominated investments, the fair values of such investments as reflected in an institutional private fund’s net asset value do not necessarily reflect the prices that would be obtained by us on behalf of the institutional private fund when such investments are realized.
Risks Related to Ownership of Our Securities The market price of our class A common stock has been and may continue to be volatile and holders of our class A common stock could lose all or a significant portion of their investment due to drops in the market price of our class A common stock.
Risks Related to Ownership of Our Securities The market price and trading volume of our class A common stock has been and may continue to be volatile and holders of our class A common stock could lose all or a significant portion of their investment due to drops in the market price of our class A common stock.
Further, certain officers and senior management who make allocation decisions typically have financial interests in a particular fund or managed investment vehicle, which may increase such conflicts of interest. Potential conflicts will also arise with respect to our decisions regarding how to allocate co-investment opportunities among our funds and investors and the terms of any such co-investments.
Further, certain officers and senior management who make allocation decisions typically have financial interests in a particular fund or managed investment vehicle, which may increase such conflicts of interest. 25 Table of Contents Potential conflicts will also arise with respect to our decisions regarding how to allocate co-investment opportunities among our funds and investors and the terms of any such co-investments.
Furthermore, if, as a result of poor performance or otherwise, a fund does not achieve total investment returns that exceed a specified investment return threshold over the life of the fund or other measurement period, we may be obligated to repay the amount by which performance fees that were previously distributed or paid to us exceed amounts to which we were entitled.
Furthermore, if, as a result of poor 20 Table of Contents performance or otherwise, a fund does not achieve total investment returns that exceed a specified investment return threshold over the life of the fund or other measurement period, we may be obligated to repay the amount by which performance fees that were previously distributed or paid to us exceed amounts to which we were entitled.
As of December 31, 2024, we had $300 million in borrowings outstanding under our securitized financing facility. We may choose to finance our businesses operations through further borrowings under the securitized financing facility or by issuing additional debt.
As of December 31, 2025, we had $300 million in borrowings outstanding under our securitized financing facility. We may choose to finance our businesses operations through further borrowings under the securitized financing facility or by issuing additional debt.
To raise new funds and pursue new strategies, we have and expect to continue to use our balance sheet to warehouse seed investments, which may decrease the liquidity available for other parts of our business.
To raise new funds and pursue new strategies, we have and expect to continue to use our balance sheet to hold seed investments, which may decrease the liquidity available for other parts of our business.
If our subsidiaries are unable to implement one or more of these alternatives, they may not be able to meet debt payment and other obligations which could have an adverse effect on our financial condition. Our use of leverage to finance our businesses exposes us to substantial risks.
If our subsidiaries are unable to implement one or more of these alternatives, they may not be able to meet debt payment and other obligations which could have an adverse effect on our financial condition. 34 Table of Contents Our use of leverage to finance our businesses exposes us to substantial risks.
To the extent monetary policy, tax or other regulatory changes or difficult credit markets render such financing 28 Table of Contents difficult to obtain, more expensive or otherwise less attractive, this may also negatively impact the financial results of those portfolio companies and, therefore, the investment returns on our funds.
To the extent monetary policy, tax or other regulatory changes or difficult credit markets render such financing difficult to obtain, more expensive or otherwise less attractive, this may also negatively impact the financial results of those portfolio companies and, therefore, the investment returns on our funds.
These conditions and/or events can adversely affect our business in many ways, including by reducing the ability of our funds to raise or deploy capital, reducing the value or performance of our investments and the investments made by our funds and making it more difficult for us and our managed vehicles to realize value from 14 Table of Contents existing investments.
These conditions and/or events can adversely affect our business in many ways, including by reducing the ability of our funds to raise or deploy capital, reducing the value or performance of our investments and the investments made by our funds and making it more difficult for us and our managed vehicles to realize value from existing investments.
This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future funds, either of which would adversely impact our business, revenues, results of operations and cash flow. We depend on investors in the funds we manage for the continued success of our business.
This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future funds, either of which would adversely impact our business, revenues, results of operations and cash flow. 19 Table of Contents We depend on investors in the funds we manage for the continued success of our business.
Furthermore, services provided by infrastructure investments may be subject to rate regulations by government entities that determine or limit prices that may be charged. 19 Table of Contents Similarly, users of applicable services or government entities in response to such users may react negatively to any adjustments in rates and thus reduce the profitability of such infrastructure investments.
Furthermore, services provided by infrastructure investments may be subject to rate regulations by government entities that determine or limit prices that may be charged. Similarly, users of applicable services or government entities in response to such users may react negatively to any adjustments in rates and thus reduce the profitability of such infrastructure investments.
Each of these risks might adversely affect our performance and the performance of our investments. In addition, to accommodate the needs of global investors and strategies, we must structure investment products in a manner that addresses tax, regulatory and legislative provisions in different, and sometimes multiple, jurisdictions.
Each of these risks might adversely affect our performance and the performance of our investments. In addition, to accommodate the needs of global investors and strategies, we must structure investment products in a manner that 23 Table of Contents addresses tax, regulatory and legislative provisions in different, and sometimes multiple, jurisdictions.
These laws prohibit state entities from conducting business with or investing state assets, including pension plan funds, through such institutions, and certain ESG investment prohibitions require state entities or investment managers to base investment decisions solely on pecuniary factors, excluding the consideration of 24 Table of Contents ESG factors.
These laws prohibit state entities from conducting business with or investing state assets, including pension plan funds, through such institutions, and certain ESG investment prohibitions require state entities or investment managers to base investment decisions solely on pecuniary factors, excluding the consideration of ESG factors.
The ability of our securitization entities to sell or refinance their interests in the securitization collateral at or before the anticipated repayment date of the securitization debt instruments will also be affected by the degree of our success in forming new funds as additional managed funds for the securitization collateral pool.
The ability of our securitization entities to sell or refinance their interests in the securitization collateral at or before the anticipated repayment date of the 33 Table of Contents securitization debt instruments will also be affected by the degree of our success in forming new funds as additional managed funds for the securitization collateral pool.
Ganzi and Jenkins relating to DataBank and Vantage SDC acquisitions is included in Note 16 to the consolidated financial statements in Item 8 of this Annual Report.
Ganzi and Jenkins relating to DataBank and Vantage SDC acquisitions is included in Note 15 to the consolidated financial statements in Item 8 of this Annual Report.
Continuing satisfaction of the 40% limitation or qualification for Rule 3a-1 or another exception or exemption from 34 Table of Contents registration under the 1940 Act will limit our ability to make certain investments or change the relevant mix of our investments.
Continuing satisfaction of the 40% limitation or qualification for Rule 3a-1 or another exception or exemption from registration under the 1940 Act will limit our ability to make certain investments or change the relevant mix of our investments.
We may not be able to find suitable investments for the funds to effectively deploy capital, which could reduce our revenues and cash flow and adversely affect our financial condition as well as our ability to raise new funds and our prospects for future growth.
We may not be able to find suitable investments for the funds to effectively deploy capital, which could reduce our 18 Table of Contents revenues and cash flow and adversely affect our financial condition as well as our ability to raise new funds and our prospects for future growth.
These divergent stakeholder views expose us to competing pressures and increase litigation, regulatory and reputational risks that could have a material adverse impact on our ability to raise funds and negatively affect the price of our common stock. Our use of artificial intelligence could expose us to various risks.
These divergent stakeholder views expose us to competing pressures and increase litigation, regulatory and reputational risks that could have a material adverse impact on our ability to raise funds and negatively affect the price of our common stock.
While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other anti-corruption laws, such policies and procedures may not be effective in all instances to prevent violations.
While we have developed 31 Table of Contents and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other anti-corruption laws, such policies and procedures may not be effective in all instances to prevent violations.
Such variability may lead to volatility in the trading price of our shares and cause our results for a particular period not to be 17 Table of Contents indicative of our performance in a future period.
Such variability may lead to volatility in the trading price of our shares and cause our results for a particular period not to be indicative of our performance in a future period.
Despite having related party transaction policies and procedures in place and having conflict mitigants in such transactions, such transactions may not 25 Table of Contents be on terms as favorable to us as they would have been if they had been negotiated among unrelated parties.
Despite having related party transaction policies and procedures in place and having conflict mitigants in such transactions, such transactions may not be on terms as favorable to us as they would have been if they had been negotiated among unrelated parties.
In the event that we experience one or more ownership changes in the future, our ability to use our pre-change capital loss and NOL carryforwards and other tax attributes to offset our taxable income will be subject to limitations.
In the event that we experience one or more ownership changes in the future, our ability to use our pre-change capital loss and NOL 39 Table of Contents carryforwards and other tax attributes to offset our taxable income will be subject to limitations.
In 27 Table of Contents addition, we may face an increased risk of such misconduct to the extent our investment in non-U.S. markets, particularly emerging markets, increases.
In addition, we may face an increased risk of such misconduct to the extent our investment in non-U.S. markets, particularly emerging markets, increases.
If our subsidiaries are not able to generate sufficient cash flow to service their debt obligations, 30 Table of Contents they may need to refinance or restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital.
If our subsidiaries are not able to generate sufficient cash flow to service their debt obligations, they may need to refinance or restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital.
Rapid growth of our businesses, particularly outside the U.S., may be difficult to sustain and may place significant demands on our administrative, operational and financial resources. Our assets under management have grown significantly in the past, and we are pursuing further growth in the near future, both organic and through acquisitions.
Rapid growth of our businesses, particularly outside the U.S., may be difficult to sustain and may place significant demands on our administrative, operational and financial resources. Our FEEUM has grown significantly in the past, and we are pursuing further growth in the near future, both organic and through acquisitions.
We periodically engage independent valuation firms to assess and validate our valuation models; however, there can be no assurance that these valuations accurately reflect market conditions.
We 24 Table of Contents periodically engage independent valuation firms to assess and validate our valuation models; however, there can be no assurance that these valuations accurately reflect market conditions.
The complexity of these demands, and the expense required to address them, is a function not simply of the amount by which our assets under management has grown, but of the growth in the variety and complexity 20 Table of Contents of, as well as the differences in strategy between, our different funds.
The complexity of these demands, and the expense required to address them, is a function not simply of the amount by which our FEEUM has grown, but of the growth in the variety and complexity of, as well as the differences in strategy between, our different funds.
In addition, at the time of the Company's investment in Vantage SDC, Messrs Ganzi and Jenkins agreed to roll their entitlements to future carried interest in Vantage SDC into equity in Vantage SDC to further align their interests with the Company. Additional information regarding payments to Messrs.
Ganzi and Jenkins agreed to roll their entitlements to future carried interest in Vantage SDC into equity in Vantage SDC to further align their interests with the Company. Additional information regarding payments to Messrs.
We are subject to focus by our fund investors, our stockholders, regulators and other stakeholders on environmental, social and governance matters. Many of our fund investors, stockholders, regulators and other stakeholders are focused on ESG matters. Certain fund investors, including public pension funds, consider our record on such matters in determining whether to invest in our funds.
Many of our fund investors, stockholders, regulators and other stakeholders are focused on ESG matters. Certain fund investors, including public pension funds, consider our record on such matters in determining whether to invest in our funds.
While our historical consolidated and combined financial information includes financial information, including assets and revenues of certain funds we manage on a consolidated basis, and our future financial information will continue to consolidate certain of these funds, such assets and 31 Table of Contents revenues are available to the fund and not to us except through management fees, performance fees, distributions in respect of the Company’s investment in such funds and other proceeds arising from agreements with such funds.
While our historical consolidated and combined financial information includes financial information, including assets and revenues of certain funds we manage on a consolidated basis, and our future financial information will continue to consolidate certain of these funds, such assets and revenues are available to the fund and not to us except through management fees, performance fees, distributions in respect of the Company’s investment in such funds and other proceeds arising from agreements with such funds. 35 Table of Contents Risks Related to Our Incorporation in Maryland and Our Structure Certain provisions of Maryland law could inhibit changes in control.
There is a risk of changes in the tax law applicable to an investment in us. The IRS, the United States Treasury Department, and Congress frequently review U.S. federal income tax legislation, regulations, and other guidance. We cannot predict whether, when, or to what extent new U.S. federal tax laws, regulations, interpretations, or rulings will be adopted.
The IRS, the United States Treasury Department, and Congress frequently review U.S. federal income tax legislation, regulations, and other guidance. We cannot predict whether, when, or to what extent new U.S. federal tax laws, regulations, interpretations, or rulings will be adopted.
In such transactions, the Company takes a series of steps to mitigate the conflicts in the transactions, including, among others, obtaining approval from an independent committee of the board of directors for any related party transactions.
In such transactions, the Company takes a series of steps to mitigate the conflicts in the transactions, 28 Table of Contents including, among others, obtaining approval from an independent committee of the board of directors for any related party transactions. In addition, at the time of the Company's investment in Vantage SDC, Messrs.
As a result, we may not be able to refinance any of our indebtedness or obtain additional financing on favorable terms, or at all. 29 Table of Contents In particular, our securitization co-issuers’ ability to refinance the securitization debt instruments or sell their interests in the securitization collateral will be affected by a number of factors, including the availability of credit for the collateral, the fair market value of the securitization collateral, our securitization entities’ financial condition, the operating history of the securitization managed funds, tax laws and general economic conditions.
In particular, our securitization co-issuers’ ability to refinance the securitization debt instruments or sell their interests in the securitization collateral will be affected by a number of factors, including the availability of credit for the collateral, the fair market value of the securitization collateral, our securitization entities’ financial condition, the operating history of the securitization managed funds, tax laws and general economic conditions.
Our reputation and investor relationships could be damaged as a result of our involvement, or the involvement of the funds we manage, in certain industries, portfolio companies or transactions associated with activities perceived to be causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change.
Our reputation and investor relationships could be damaged as a result of our involvement, or the involvement of the funds we manage, in certain industries, portfolio companies or transactions associated with activities perceived to be causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change. 27 Table of Contents We are subject to focus by our fund investors, our stockholders, regulators and other stakeholders on environmental, social and governance matters.
Moreover, the requirements imposed by our regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in our funds and are not designed to protect our stockholders.
Moreover, the requirements imposed by our regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in our funds and are not designed to protect our stockholders. Consequently, these regulations often serve to limit our activities and impose burdensome compliance requirements.
Many of these regulators, including U.S. and foreign government agencies and self-regulatory organizations and state securities commissions in the United States, 32 Table of Contents are empowered to grant, and in specific circumstances to cancel, permissions to carry on particular activities, and to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses and memberships.
Many of these regulators, including U.S. and foreign government agencies and self-regulatory organizations and state securities commissions in the United States, are empowered to grant, and in specific circumstances to cancel, permissions to carry on particular activities, and to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses and memberships. 36 Table of Contents In recent years, the SEC and its staff have focused on issues relevant to global investment firms and have formed specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and their employees.
We currently receive favorable tax treatment in various international jurisdictions through tax rules, regulations, tax authority rulings, and international tax treaties. Should changes occur to these rules, regulations, rulings or treaties, we may no longer receive such benefits, and consequently, the amount of taxes we pay with respect to our international investments may increase.
Should changes occur to these rules, regulations, rulings or treaties, we may no longer receive such benefits, and consequently, the amount of taxes we pay with respect to our international investments may increase. There is a risk of changes in the tax law applicable to an investment in us.
Various federal, state, and foreign laws and regulations as well as industry standards and contractual obligations govern the collection, use, retention, protection, disclosure, cross-border transfer, localization, sharing, and security of the data we receive from and about our customers, employees, and other individuals.
Any failure or alleged failure to comply with these laws could harm our business, reputation, financial condition, and operating results. 38 Table of Contents Various federal, state, and foreign laws and regulations as well as industry standards and contractual obligations govern the collection, use, retention, protection, disclosure, cross-border transfer, localization, sharing, and security of the data we receive from and about our customers, employees, and other individuals.
Increased regulation of data collection, use and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm the Company. 26 Table of Contents While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses.
Increased regulation of data collection, use and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm the Company.
In addition, to the extent that market conditions and/or tax or other regulatory changes make it difficult or impossible to refinance debt that is maturing in the near term, some of our funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection.
In addition, to the extent that market conditions and/or tax or other regulatory changes make it difficult or impossible to refinance debt that is maturing in the near term, some of our funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection. 32 Table of Contents Increases in interest rates could adversely affect the value of our investments and cause our interest expense to increase, which could result in reduced earnings or losses and negatively affect our profitability as well as the cash available for distribution to our stockholders.
Conflicts of interest may also arise in the allocation of fees and costs among our managed companies that we incur in connection with the management of their assets.
Conflicts of interest may also arise in the allocation of fees and costs among our managed companies that we incur in connection with the management of their assets. This allocation sometimes requires us to exercise discretion and there is no guarantee that we will allocate these fees and costs appropriately.
A disruption or compromise of these systems could have a material adverse effect on the value of these businesses.
Our funds’ portfolio companies also rely on similar systems and face similar risks. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses.
Moreover, we may experience losses on investments of our own capital as a result of poor investment performance and may not receive performance fees with regard to such fund.
As a result, our performance fees may be adversely affected and, all else being equal, the value of our FEEUM could decrease, which may, in turn, reduce our management fees. Moreover, we may experience losses on investments of our own capital as a result of poor investment performance and may not receive performance fees with regard to such fund.
If any of the following risks occur, our business, financial condition, operating results, cash flow and liquidity could be materially adversely affected. Risks Related to Our Business Difficult market and political conditions could adversely impact our business, financial condition and results of operations.
Risks Related to Our Business Difficult market and political conditions could adversely impact our business, financial condition and results of operations.
Management fee or performance fee reductions on existing or future funds or co-investments, without corresponding decreases in our cost structure even if other revenue streams increase, would adversely affect our revenues and profitability. 16 Table of Contents The failure of the funds we manage to raise capital in sufficient amounts and on satisfactory terms could result in a decrease in FEEUM, performance fees and/or fee revenue and could have a material adverse effect on our financial condition and results of operations.
The failure of the funds we manage to raise capital in sufficient amounts and on satisfactory terms could result in a decrease in FEEUM, performance fees and/or fee revenue and could have a material adverse effect on our financial condition and results of operations.
This allocation sometimes requires us to exercise discretion and there is no guarantee that we will allocate these fees and costs appropriately. 22 Table of Contents Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest.
Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest.
In addition to the U.S. legislation described above, other jurisdictions, including many European jurisdictions, have proposed modernizing financial regulations that have called for, among other things, increased regulation of and disclosure with respect to, and possibly registration of, hedge funds, private investment funds and their managers such as through the AIFM Directive discussed below.
In addition, new or changed rules enhance the risk of regulatory action, which could adversely impact our reputation and our fundraising efforts, including as a result of public regulatory sanctions and increased regulatory enforcement activity in the financial services industry. 37 Table of Contents In addition to regulatory and legal developments in the U.S., other jurisdictions, including many European jurisdictions, have proposed modernizing financial regulations that have called for, among other things, increased regulation of and disclosure with respect to, and possibly registration of, hedge funds, private investment funds and their managers such as through the AIFM Directive discussed below.
We may have limited recourse under our management agreements or investment governing documents if 23 Table of Contents we believe that in-place management teams (who are not our employees) or third-party management companies are not performing adequately.
We may have limited recourse under our management agreements or investment governing documents if we believe that in-place management teams (who are not our employees) or third-party management companies are not performing adequately. If our portfolio companies or management companies experience any significant financial, legal, accounting or regulatory difficulties, such difficulties could have a material adverse effect on us.
Moreover, as cyber-attacks and cyber intrusions increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations. Our funds’ portfolio companies also rely on similar systems and face similar risks.
While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses. Moreover, as cyber-attacks and cyber intrusions increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.
We are also disqualified from electing REIT status under the Internal Revenue Code of 1986, as amended, or the Code, through December 31, 2026. 35 Table of Contents We may fail to realize the anticipated benefits of becoming a taxable C Corporation or those benefits may take longer to realize than expected.
Risks Related to Taxation We may fail to realize the anticipated benefits of becoming a taxable C Corporation or those benefits may take longer to realize than expected.
Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of our class A common stock. 36 Table of Contents We could be subject to increased taxes if the tax authorities in various international jurisdictions were to modify tax rules and regulations on which we have relied in structuring our international investments.
We could be subject to increased taxes if the tax authorities in various international jurisdictions were to modify tax rules and regulations on which we have relied in structuring our international investments. We currently receive favorable tax treatment in various international jurisdictions through tax rules, regulations, tax authority rulings, and international tax treaties.
Privacy and data protection regulations are complex and rapidly evolving areas. Any failure or alleged failure to comply with these laws could harm our business, reputation, financial condition, and operating results.
Privacy and data protection regulations are complex and rapidly evolving areas.
Removed
As a result, our performance fees may be adversely affected and, all else being equal, the value of our assets under management could decrease, which may, in turn, reduce our management fees.
Added
If any of the following risks occur, our business, financial condition, operating results, cash flow and liquidity could be materially adversely affected. Risks Related to the Merger The Merger may not be completed on the terms or timeline currently contemplated or at all.
Removed
If our portfolio companies or management companies experience any significant financial, legal, accounting or regulatory difficulties, such difficulties could have a material adverse effect on us.
Added
The consummation of the Merger is subject to certain closing conditions, including among other things: (a) the approval of the Company’s stockholders; (b) 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; (c) 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; (d) the absence of legal restraints prohibiting the Merger; (e) the absence of certain materially adverse conditions or remedies imposed in connection with the foregoing regulatory approvals; and (f) the receipt of required consents for the Company’s flagship investment funds and from fee-paying clients of the Company and its subsidiaries representing, in the aggregate, at least 85% of the base date revenue run rate of the fee-paying clients of the Company and its subsidiaries, as well as other customary closing conditions.
Removed
Employees of the Company have access to enterprise-grade artificial intelligence tools that are designed to operate within secure environments. Artificial intelligence technologies are susceptible to errors and other malfunctions which could lead to operational challenges and reputational risks.
Added
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.
Removed
In addition, we may be subject to increasing regulations related to our use of these technologies, including regulations related to privacy, data security, and intellectual property rights, which could expose us to legal risks.
Added
Governmental agencies may not approve the Merger or the related transactions necessary to complete the Merger or may impose conditions to the approval of such transactions or require changes to the terms of such transactions.
Removed
Due to the fact that, as of this filing, we are no longer a “well-known seasoned issuer,” as such term is used in the SEC’s regulations, which otherwise would allow us to, among other things, file automatically effective Form S-3 registration statements, our capital-raising ability may be impaired.
Added
Any such conditions or changes could have the effect of delaying completion of the Merger or imposing costs on or limiting the operation of the Company's business following the Merger, and such conditions or changes could lead to the termination of the Merger Agreement.
Removed
During any period when we are not eligible to use Form S-3 or qualify as a “well known seasoned issuer,” we would be required to conduct offerings on an exempt basis or use a registration statement on Form S-1 to register securities with the SEC, which could hinder our ability to act quickly in raising capital to take advantage of market conditions and may increase our cost of raising capital.
Added
Further, competing offers or acquisition proposals for the Company may be made, resulting in delay of the Merger or termination of the Merger Agreement. An adverse judgment in one or more lawsuits challenging the Merger, should they occur, may prevent the transaction from becoming effective or from becoming effective within the expected timeframe.
Removed
Further, the expenses associated with raising capital using Form S-1 are generally greater than those associated with using Form S-3.
Added
Stockholders may file lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, which may name the Company, members of the board of directors or others as defendants.
Removed
Increases in interest rates could adversely affect the value of our investments and cause our interest expense to increase, which could result in reduced earnings or losses and negatively affect our profitability as well as the cash available for distribution to our stockholders.
Added
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.
Removed
Risks Related to Our Incorporation in Maryland Certain provisions of Maryland law could inhibit changes in control.
Added
If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the completion of the transaction in the expected timeframe, or may prevent the transaction from being completed altogether.
Removed
In recent years, the SEC and its staff have focused on issues relevant to global investment firms and have formed specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and their employees.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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We also seek to collect cybersecurity audit reports and other supporting documentation for review. In addition, we have processes in place to evaluate the potential impact to our IT networks and systems when we learn of a significant cybersecurity event, including contacting our key vendors to determine if they were impacted and if any Company data was compromised.
We also seek to collect cybersecurity audit reports and other supporting documentation for review. In addition, we have processes in place to evaluate the potential impact to our IT networks and systems when we learn of a significant cybersecurity event, including contacting our key vendors to determine if they were impacted and if Company data was compromised.
Topics covered in such meetings have included (i) results of quarterly phishing simulation tests, (ii) results from cybersecurity audits and penetration testing, (iii) review and enhancements to policies (including the Incident Response and Business Continuity policies) and (iv) any recent, high profile cybersecurity incidents.
Topics covered in such meetings have included (i) results of quarterly phishing simulation tests, (ii) results from cybersecurity audits and penetration testing, (iii) review and enhancements to policies (including the Incident Response and Business Continuity policies) and (iv) any recent, significant cybersecurity incidents.
To evaluate and manage this risk, the cybersecurity team conducts due diligence in connection with onboarding new vendors and performs 37 Table of Contents annual due diligence with our key third-party vendors. Our due diligence process includes inquiries regarding risk management, human resources security, physical and environmental security, compliance, business continuity and contractual obligations.
To evaluate and manage this risk, the cybersecurity team conducts due diligence in connection with onboarding new vendors and performs annual due diligence with our key third-party vendors. Our due diligence process includes inquiries regarding risk management, human resources security, physical and environmental security, compliance, business continuity and contractual obligations.
When the IRT determines a cybersecurity is significant, it is escalated to the DPT, who is responsible for overseeing the investigation of and response to such cybersecurity incidents, including ensuring that the Company’s senior leadership and Audit Committee are informed and that notification and regulatory filings are made in a timely manner.
When the IRT determines a cybersecurity incident is significant, it is escalated to the DPT, who is responsible for overseeing the investigation of and response to such cybersecurity incidents, including ensuring that the Company’s senior leadership and Audit Committee are informed and that notification and regulatory filings are made in a timely manner. 41 Table of Contents
Based upon this analysis, a risk matrix is created, and project plans are developed to prioritize and allocate resources effectively, which are then discussed with key members of management, including the Company’s Chief Executive Officer, and approved by the Company’s Data Protection Team (“DPT”).
Based upon this 40 Table of Contents analysis, a formal cybersecurity risk register is maintained to identify, track and treat cybersecurity risk, and project plans are developed to prioritize and allocate resources effectively, which are then discussed with key members of management, including the Company’s Chief Executive Officer, and approved by the Company’s Data Protection Team (“DPT”).
Cybersecurity Risk Management and Strategy The Company’s risk management program is headed by its Chief Information Officer, Vice President of Cybersecurity and its Cybersecurity Architect. Collectively, they possess a diverse portfolio of highly regarded cybersecurity certifications, including certifications with a focus on risk management, and are able to leverage their extensive cybersecurity experience to effectively manage risk.
Collectively, they possess a diverse portfolio of highly regarded cybersecurity certifications, including certifications with a focus on risk management, and are able to leverage their extensive cybersecurity experience to effectively manage risk. The Company’s information technology (“IT”) team is led by the Company’s Chief Information Officer, and employs dedicated security staff who hold well-established cybersecurity certifications.
Additionally, our employees and certain consultants are required to complete cybersecurity training on an annual basis to reinforce awareness of cybersecurity threats and risks to the organization.
The Company’s IT team meets on a recurring basis, and at least quarterly, with senior members of the Information Technology, Compliance, and Internal Audit departments to assess cybersecurity risks. Additionally, our employees and certain consultants are required to complete cybersecurity training during onboarding and on an annual basis to reinforce awareness of cybersecurity threats and risks to the organization.
The IRP sets forth the processes for containment, review, escalation, recovery from and remediation of any cybersecurity incidents identified by the Company. Under the IRP, any incident that is identified is promptly reviewed by the Incident Response Team (“IRT”), which is a committee of IT members, including the Company’s Chief Information Officer.
Under the IRP, high severity cybersecurity incidents are promptly reviewed by the Incident Response Team (“IRT”), which is a committee of members of the Company's IT team, including the Company’s Chief Information Officer. Incident severity levels guide the escalation process, including notifications to senior leadership, the DPT and the Audit Committee.
In addition to internal resources, the Company engages third parties to help test and evaluate the effectiveness and resiliency of the Company’s IT environment, provide recommendations to strengthen the program, and provide updates on leading cybersecurity protections and practices. The Company also works with a global strategic risk advisory firm on risks related the portfolio companies of our funds.
In addition to internal resources, the Company engages third parties to help test and evaluate the effectiveness and resiliency of the Company’s IT environment, including annual penetration testing, weekly vulnerability scanning, periodic security audits of cloud environments and quarterly phishing simulations. These engagements provide recommendations to strengthen the program, and provide updates on leading cybersecurity protections and practices.
Removed
As of December 31, 2024, we have not experienced any material incidents from cybersecurity threats, including as a result of any previous cybersecurity incidents or threats, that have materially affected the business strategy, results of operations or financial condition of the Company or are reasonably likely to have such a material effect.
Added
Although we have experienced phishing and similar attempts for unauthorized access to our information technology systems, we have not experienced any known instances of material cybersecurity threats, including third-party incidents during the past three years.
Removed
The Company’s information technology (“IT”) team is led by the Company’s Chief Information Officer, and employs dedicated security staff who hold well-established cybersecurity certifications. The Company’s IT team meets on a recurring basis, and at least quarterly, with senior members of the Information Technology, Compliance, and Internal Audit departments to assess cybersecurity risks.
Added
Similar to other firms in the financial sector, the Company continues to face an evolving cybersecurity threat landscape and evaluates emerging risks on an ongoing basis. Cybersecurity Risk Management and Strategy The Company’s risk management program is headed by its Chief Information Officer and Cybersecurity Architect.
Added
The Company also evaluates cybersecurity risks associated with emerging technologies, including the use of artificial intelligence tools and implements policies and controls to mitigate associated risks. The Company deploys a range of technical safeguards designed to protect its information systems from cybersecurity threats.
Added
These safeguards include layered network and endpoint protections such as firewalls, intrusion detection and prevention mechanisms and advanced endpoint security technologies. The Company also maintains identity and access controls based on identity-centric, least-privilege access controls and continuous verification principles, utilizing centralized security monitoring and alerting capabilities to identify and respond to anomalous activity.
Added
Additional controls include multi-factor authentication, privileged access management, mobile device management with encryption and compliance enforcement and data loss prevention capabilities to protect sensitive information. The Company maintains continuous vulnerability management and patch management processes designed to remediate identified vulnerabilities in a timely manner and enforces device compliance as a condition of access to corporate resources.
Added
The IRP sets forth the processes for containment, review, escalation, recovery from and remediation of any cybersecurity incidents identified by the Company. The Company also has an external incident response specialist who supports ongoing enhancements to our incident response planning, including annual tabletop exercises, which include cross-functional participation from IT, Legal, Compliance, Finance, Investor Relations, Human Resources, and Internal Audit.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties. Our corporate headquarters is located in Boca Raton, Florida, where we lease approximately 31,500 square feet of office space. We also lease office space for the remaining ten corporate locations in seven countries across the U.S., Europe and Asia. We believe that our office space is suitable and adequate for conducting our business.
Item 2. Properties. Our corporate headquarters is located in Boca Raton, Florida, where we lease approximately 31,500 square feet of office space. We also lease office space for the remaining eight corporate locations in six countries across the U.S., Europe and Asia. We believe that our office space is suitable and adequate for conducting our business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal Proceedings. The information set forth under " Litigation " in Note 18 to the consolidated financial statements in Item 8 of this Annual Report is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. 38 Table of Contents PART II—OTHER INFORMATION
Item 3. Legal Proceedings. The information set forth under " Litigation " in Note 17 to the consolidated financial statements in Item 8 of this Annual Report is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. 42 Table of Contents PART II—OTHER INFORMATION

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our class A common stock is traded on the NYSE under the symbol “DBRG.” Our class B common stock is not publicly traded, and is described in Note 8 to the consolidated financial statements in Item 8 of this Annual Report.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our class A common stock is traded on the NYSE under the symbol “DBRG.” Our class B common stock is not publicly traded and is described in Note 7 to the consolidated financial statements in Item 8 of this Annual Report.
Additionally, the Company does not currently have an authorized stock repurchase program. 39 Table of Contents Stock Performance Graph The following graph compares the cumulative total return on our class A common stock with the cumulative total returns on the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), and Dow Jones U.S.
Additionally, the Company does not currently have an authorized stock repurchase program. 43 Table of Contents Stock Performance Graph The following graph compares the cumulative total return on our class A common stock with the cumulative total returns on the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), and Dow Jones U.S.
Asset Managers Index ("DJUSAG") from December 31, 2019 to December 31, 2024. The graph assumes an investment of $100 in our common stock and each of the indices on December 31, 2019 and the reinvestment of all dividends. The cumulative total return on our class A common stock as presented is not necessarily indicative of future performance. Item 6. [Reserved]
Asset Managers Index ("DJUSAG") from December 31, 2020 to December 31, 2025. The graph assumes an investment of $100 in our common stock and each of the indices on December 31, 2020 and the reinvestment of all dividends. The cumulative total return on our class A common stock as presented is not necessarily indicative of future performance. Item 6. [Reserved]
Holders of Common Equity On February 18, 2025, there were 1,991 holders of our class A common stock and one holder of our class B common stock (which, in each case, does not reflect the beneficial ownership of shares held in nominee name).
Holders of Common Equity On February 23, 2026, there were 1,856 holders of our class A common stock (which does not reflect the beneficial ownership of shares held in nominee name) and no holders of our class B common stock.
In the fourth quarter of 2024, in satisfaction of a redemption request by a former employee OP Unit holder, we issued 200,000 shares of our class A common stock. Such shares of class A common stock were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
In the fourth quarter of 2025, 74 shares of class A common stock were issued in satisfaction of a redemption request by an OP unit holder. Such shares of class A common stock were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Purchases of Equity Securities by Issuer and Affiliated Purchasers None.
Removed
We reinstated quarterly common stock dividends in the third quarter of 2022, having previously suspended common stock dividends for the second quarter of 2020 through the second quarter of 2022.
Added
The Merger Agreement limits our ability to pay dividends while the Merger is pending; however, we are permitted to pay cash dividends to holders of our common stock in an amount not to exceed $0.04 per share on an annual basis and to pay dividends to holders of our preferred stock in accordance with its terms, among other limitations.
Removed
Purchases of Equity Securities by Issuer and Affiliated Purchasers None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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 allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).
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).
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 to provide further operational and strategic flexibility.
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.
A consolidation assessment at the onset of the Company's initial investment in or other involvement with an entity as well as reassessments on an ongoing basis, may involve significant judgement, more so if an entity is determined to be a variable interest entity ("VIE").
A consolidation assessment at the onset of the Company's initial investment in or other involvement with an entity as well as reassessments on an ongoing basis, may involve significant judgment, more so if an entity is determined to be a variable interest entity ("VIE").
In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the characteristics and size of its investment relative to the related party; the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party.
In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the characteristics and size of its investment relative to the related party; the Company’s and the related 60 Table of Contents party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party.
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 February 2025, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid in April 2025.
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 February 2026, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid in April 2026.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K for comparative discussion of our consolidated results of operations for the prior year periods of 2023 and 2022. A comparative discussion of our consolidated results of operations for 2024 and 2023 is presented below.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K for comparative discussion of our consolidated results of operations for the prior year periods of 2024 and 2023. A comparative discussion of our consolidated results of operations for 2025 and 2024 is presented below.
Recent Accounting Updates The effects of accounting standards adopted in 2024 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 8. "Financial Statements and Supplementary Data" of this Annual Report.
Recent Accounting Updates The effects of accounting standards adopted in 2025 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 8. " Financial Statements and Supplementary Data " of this Annual Report.
These items are excluded from DE as they do not contribute to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments.
These 52 Table of Contents items are excluded from DE as they do not contribute to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments.
Preferred Stock— We have outstanding preferred stock totaling $822 million, bearing a weighted average dividend rate of 7.135% per annum, with aggregate dividend payments of $14.7 million per quarter. 51 Table of Contents 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, as summarized below, with our VFN undrawn.
Preferred Stock— We have outstanding preferred stock totaling $822 million, bearing a weighted average dividend rate of 7.135% per annum, with aggregate dividend payments of $14.7 million per quarter. Contractual Obligations, Commitments and Contingencies Debt Obligations As of the date of this filing, our corporate debt is composed of our Class A-2 Notes, with our VFN undrawn.
Investments— Our investments in our sponsored funds as general partner and general partner affiliate generate cash largely through capital appreciation of our underlying fund investments that are realized upon a recapitalization, syndication or liquidation event, distributions from portfolio companies of our funds and interest income from our credit fund.
Investments— Our investments in our sponsored funds as general partner and general partner affiliate generate cash largely through capital appreciation of underlying investments that are realized upon a recapitalization, syndication or liquidation event, income distributions from equity investments and interest income from credit investments.
Fair value of the underlying investments is typically estimated using unobservable inputs and assumptions that involves significant judgement including, but not limited to, projected financial information of the portfolio company, economic conditions, foreign exchange rates, and comparable transactions in the market, and is therefore subject to inherent uncertainties.
Fair value of the underlying investments is typically estimated using unobservable inputs and assumptions that involves significant judgment including, but not limited to, projected financial information of the portfolio company, economic conditions and comparable transactions in the market, and is therefore subject to inherent uncertainties.
($ in thousands) Outstanding Principal Interest Rate (Per Annum) Anticipated Repayment Date Years Remaining to Maturity Class A-2 Notes $ 300,000 3.93 % September 2026 1.7 Investment Commitments Fund Commitments —As general partner, we typically have minimum capital commitments to our sponsored funds ranging from 0.02% to 0.72% of the total capital commitments of a fund at final closing, although we may elect to invest additional amounts in new products.
($ in thousands) Outstanding Principal Interest Rate (Per Annum) Anticipated Repayment Date Years Remaining to Maturity Class A-2 Notes $ 300,000 3.93 % September 2026 0.7 55 Table of Contents Investment Commitments Fund Commitments —As general partner, we typically have minimum capital commitments to our sponsored funds ranging from 0.02% 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.
Presented below are total AUM and FEEUM by product: (In billions) December 31, 2024 December 31, 2023 Assets Under Management $ 95.6 $ 80.1 Fee Earning Equity Under Management DBP Series $ 15.9 $ 13.0 Co-Investment Vehicles 11.5 9.5 InfraBridge 3.7 5.1 Core, Credit and Liquid Strategies 3.2 2.8 Separately Capitalized Portfolio Companies 1.2 2.4 $ 35.5 $ 32.8 The following table summarizes changes in FEEUM: Year Ended December 31, 2024 (In billions) Fee Earning Equity Under Management Balance at January 1 $ 32.8 Inflows (1) 7.4 Outflows (2) (4.6) Market activity and other (3) (0.1) Balance at December 31 $ 35.5 ________ (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.
Presented below is total FEEUM by product: (In billions) December 31, 2025 December 31, 2024 Fee Earning Equity Under Management DBP Series $ 17.8 $ 15.9 Co-Investment Vehicles 15.2 11.5 InfraBridge 3.6 3.7 Core, Credit and Liquid Strategies 3.2 3.2 Separately Capitalized Portfolio Companies 1.2 1.2 $ 41.0 $ 35.5 The following table summarizes changes in FEEUM: Year Ended December 31, 2025 (In billions) Fee Earning Equity Under Management Balance at January 1 $ 35.5 Inflows (1) 7.5 Outflows (2) (2.1) Market activity (3) 0.1 Balance at December 31 $ 41.0 ________ (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.
In evaluating realizability of deferred tax assets, the Company considers various factors, including: (1) nature of the deferred tax assets and liabilities, whether they are ordinary or capital; (2) in which tax jurisdictions they were generated and timing of their reversal; (3) taxable income in prior carryback years and projected taxable earnings exclusive of reversing temporary differences and carryforwards; (4) length of time that carryovers can be utilized in the various tax jurisdictions; (5) any unique tax rules that would impact the utilization of the deferred tax assets; and (6) any tax planning strategies that could be employed to reasonably assure utilization of the tax benefit prior to expiration.
In evaluating realizability of deferred tax assets, the Company considers various factors, including: (1) nature of the deferred tax assets and liabilities, whether they are ordinary or capital; (2) in which tax jurisdictions they were generated and timing of their reversal; (3) taxable income in prior carryback years and projected taxable earnings exclusive of reversing temporary differences and carryforwards; (4) length of time that carryovers can be utilized in the various tax jurisdictions; (5) any unique tax rules that would impact the utilization of the deferred tax assets; and (6) any tax planning strategies that could be employed to reasonably assure utilization of the tax benefit prior to expiration. 59 Table of Contents The projection of future taxable earnings to be generated by subsidiaries to which the deferred tax assets apply represent a critical estimate.
We present FRE and DE at the Operating Company level, that is, net of amounts attributed to noncontrolling interests, which include (i) carried interest allocations to certain senior executives of the Company and a third-party investor; (ii) equity interests held by current and former employees and a third-party investor in general partner entities of the Company's sponsored funds; and (iii) limited partners of consolidated funds.
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.
(8) Gross internal rate of return ("IRR") represents annualized time-weighted return on invested capital based upon total value of investments, that is realized proceeds and unrealized fair value, without giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).
(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).
As of December 31, 2024, we have unfunded equity commitments to our unconsolidated funds as general partner and general partner affiliate of $237 million (including commitments attributed to the ownership by employees and former employees in our general partner entities).
As of December 31, 2025, we have unfunded equity commitments to our sponsored funds totaling $194 million as general partner and general partner affiliate (including commitments attributed to the ownership by employees and former employees in our general partner entities).
Discussion of i) the Company's involvement in various types of entities that are considered to be VIEs and whether the Company is determined to be the primary beneficiary, and ii) entities deconsolidated during 2024 are included in Note 15 and Note 10, respectively, to the consolidated financial statements in Item 8 of this Annual Report.
Discussion of the Company's involvement in various types of entities that are considered to be VIEs and whether the Company is determined to be the primary beneficiary is included in Note 14 to the consolidated financial statements in Item 8 of this Annual Report.
Carried Interest Clawback Depending upon 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 distributions have exceeded the final carried interest amount earned (or amount earned as of the calculation date), we are obligated to return the excess carried interest received.
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.
The Company otherwise has operating losses and capital loss carryforwards that can be applied against current income tax expense for its domestic entities, and has established a full valuation allowance on the deferred tax assets of these entities, resulting in immaterial income tax effect for its domestic entities.
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.
The expense component is included within compensation expense — incentive fees and carried interest allocation (reversal), other gain (loss), and net income (loss) attributable to noncontrolling interests in investment entities on the GAAP income statement.
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.
Contingent Consideration InfraBridge Acquisition —In connection with the InfraBridge acquisition in February 2023, contingent consideration of up to AUD 180 million may become payable based upon achievement of future fundraising targets for the third and fourth flagship InfraBridge funds. The current estimated fair value of the contingent consideration is $6 million.
Contingent Consideration — InfraBridge In connection with the Company's acquisition of InfraBridge in February 2023, contingent consideration of up to AUD 180 million may become payable based upon achievement of prescribed fundraising targets for follow-on InfraBridge flagship funds and co-investments. The current estimated fair value of the contingent consideration is $2.5 million.
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.
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.
Available corporate cash 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.
Overview At December 31, 2025, we have $139 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.
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.
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. 47 Table of Contents Results of Operations Refer to Item 7.
The net gain in 2024 was driven by (i) net fair value increase in investments held by consolidated funds ($46.6 million), (ii) net fair value gain on our non-core marketable equity securities that were sold during the year ($11.0 million), (iii) fair value decrease of InfraBridge contingent consideration liability ($5.2 million), and (iv) fair value decrease of warrant liability ($5.5 million), all of which were partially offset by impairment of warehoused investments ($13.2 million).
The net gain in 2024 was driven by (i) net fair value increase in investments held by consolidated funds ($46.6 million), (ii) net gain from substantial sale and mark-to-market of a non-core marketable equity security ($11.0 million), (iii) fair value decrease of DBRG warrant liability ($5.5 million), and (iv) fair value decrease of InfraBridge contingent consideration liability ($5.2 million), all of which were partially offset by impairment of venture equity investments ($13.2 million).
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.
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.
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.
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.
Fund Performance Metrics Certain performance metrics for our key investment funds from inception through December 31, 2024 are presented in the table below. Excluded are funds with less than one year of performance history as of December 31, 2024, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies.
Excluded are funds with less than one year of performance history as of December 31, 2025, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies.
(3) Market activity and other include changes in investment value based on NAV or GAV, and the effect of foreign exchange rates. FEEUM increased $2.7 billion or 8% to $35.5 billion at December 31, 2024, driven by capital raise for our third flagship fund and co-investment vehicles, and capital deployments.
(3) Market activity includes changes in investment value based on NAV or GAV, and the effect of foreign exchange rates. FEEUM increased $5.5 billion or 15% to $41.0 billion at December 31, 2025, driven by capital raise for our third flagship fund and new co-investment vehicles, as well as deployment of previously raised capital.
These assumptions rely heavily on estimates and changes in estimates could result in an establishment or an increase in valuation allowance. An established valuation allowance may be reversed in a future period if the Company subsequently determines it is more likely than not that all or some portion of the deferred tax assets will become realizable.
An established valuation allowance may be reversed in a future period if the Company subsequently determines it is more likely than not that all or some portion of the deferred tax assets will become realizable. In 2022, significant deferred tax assets were recognized with an offsetting valuation allowance.
Year Ended December 31, (In thousands) 2024 2023 Cash, cash equivalents and restricted cash—beginning of period $ 350,250 $ 1,036,739 Net cash generated by (used in): Operating activities 60,122 233,637 Investing activities (11,220) (979,044) Financing activities (90,841) 58,152 Effect of exchange rates on cash, cash equivalents and restricted cash (2,013) 766 Cash, cash equivalents and restricted cash—end of period $ 306,298 $ 350,250 Operating Activities Cash inflows from operating activities are generated primarily through fee-related earnings, distributions of our share of net carried interest, distribution of earnings from our general partner affiliate interests in our sponsored funds, and prior to deconsolidation of the portfolio companies in the former Operating segment in 2023, net operating income from investment properties.
Year Ended December 31, (In thousands) 2025 2024 Cash, cash equivalents and restricted cash—beginning of period $ 306,298 $ 350,250 Net cash generated by (used in): Operating activities 259,329 60,122 Investing activities (125,996) (11,220) Financing activities (48,279) (90,841) Effect of exchange rates on cash, cash equivalents and restricted cash 4,138 (2,013) Cash, cash equivalents and restricted cash—end of period $ 395,490 $ 306,298 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.
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. Warehoused Investments We temporarily warehouse investments on behalf of prospective sponsored investment vehicles that are actively fundraising.
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.
Total investment net MOIC is calculated as total value of investments, that is realized proceeds and unrealized fair value, divided by invested capital, after giving effect to 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).
Such assets arise from temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from NOL, capital loss and tax credit carryforwards. 55 Table of Contents Realization of deferred tax assets is dependent upon the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted taxable earnings and prudent and feasible tax planning strategies.
Realization of deferred tax assets is dependent upon the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted taxable earnings and prudent and feasible tax planning strategies.
Income (loss) on principal investments is realized when the Company redeems all or a portion of its investment or when the Company receives or is due income such as dividends, interest or distributions of earnings.
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.
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.
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.
This resulted in a year-over-year increase in DE of $3.9 million. 49 Table of Contents Distributable Earnings and Fee-Related Earnings Reconciliation Year Ended December 31, (In thousands) 2024 2023 Net income (loss) attributable to common stockholders $ 11,881 $ 127,551 Net income (loss) attributable to noncontrolling interests in Operating Company 683 9,138 Net income (loss) attributable to Operating Company 12,564 136,689 Transaction-related costs and non-core items (1) 31,906 44,851 Other (gain) loss, net (2) (61,988) (91,187) Unrealized principal investment income (11,659) (145,448) Unrealized carried interest, net of associated expense (allocation) reversal (3) (46,556) (66,580) Equity-based compensation 35,676 55,597 Depreciation and amortization expense 33,706 36,651 Amortization of deferred financing costs, debt premiums and discounts 2,296 2,784 Preferred stock redemption (gain) loss — (927) Adjustments attributable to noncontrolling interests in investment entities (4) 36,487 7,629 OP share of (income) loss from discontinued operations (5) 20,064 68,563 Distributable Earnings, after tax—attributable to Operating Company 52,496 48,622 Realized principal investment income (6) (15,884) (8,497) Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation (3) (285) (27,927) Interest, dividend and other income (14,424) (22,868) Interest expense and preferred dividends 72,672 79,985 Placement fee and other expenses 9,590 8,714 Income tax (benefit) expense 2,944 6 Start-up FRE — 3,751 Fee-Related Earnings—attributable to Operating Company $ 107,109 $ 81,786 __________ (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.
DE also benefited from higher net realized principal investment income and lower placement fees. 53 Table of Contents Distributable Earnings and Fee-Related Earnings Reconciliation Year Ended December 31, (In thousands) 2025 2024 Net income (loss) attributable to common stockholders $ 83,233 $ 11,881 Net income (loss) attributable to noncontrolling interests in Operating Company 3,177 683 Net income (loss) attributable to Operating Company 86,410 12,564 Transaction-related costs and non-core items (1) 4,662 31,906 Other (gain) loss, net (2) (59,832) (61,988) Unrealized principal investment income (3) (59,987) (6,917) Unrealized carried interest, net of associated expense (allocation) reversal (4) 14,739 (46,556) Equity-based compensation 35,302 35,676 Depreciation and amortization expense 29,454 33,706 Amortization of deferred financing costs, debt premiums and discounts 2,442 2,296 Adjustments attributable to noncontrolling interests in investment entities (5) 39,293 31,745 OP share of (income) loss from discontinued operations 4,327 20,064 Distributable Earnings, after tax—attributable to Operating Company 96,810 52,496 Realized principal investment (income) loss (19,553) (15,884) Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation (4) (864) (285) Interest, dividend and other income (15,777) (14,424) Interest expense and preferred dividends 72,061 72,672 Placement fee and other 3,578 9,590 Income tax (benefit) expense 5,708 2,944 Fee-Related Earnings—attributable to Operating Company $ 141,963 $ 107,109 __________ (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.
Net IRR is calculated at the individual investor level based upon timing and amount of fee-paying third party investor level inflows and outflows, and excludes capital not subject to fees and/or carried interest, including general partner and general partner affiliate capital. If an investment is later syndicated to third-party investor(s), the IRRs will include cash flows associated with such syndication.
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.
Our primary sources of liquidity are: • cash on hand; • fees received from our investment management business, including our share of distributed net incentive fees and carried interest; • cash flow generated from our investments, both from operations 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.
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; and • obligation for lease payments on our corporate offices. 54 Table of Contents Our primary sources of liquidity are: • cash on hand; • 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.
FEEUM is generally based upon committed capital, invested capital, NAV or GAV, pursuant to the terms of each underlying investment management agreement.
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.
The Company's lease obligations will be funded through corporate operating cash. Lease obligation amounts represent undiscounted fixed lease payments over contractual lease terms of up to 10 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.
Lease obligation amounts represent undiscounted fixed lease payments over contractual lease terms of up to 10 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. 56 Table of Contents 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.
Allocation of unrealized carried interest to management and a third party investor is netted against "unrealized carried interest, net of expense (allocation) reversal" for all periods presented (recasted for periods prior to the second quarter of 2024 when it was previously presented gross in "adjustments attributable to noncontrolling interests in investment entities").
Allocation of unrealized principal investment income to a third party participation interest was previously presented gross in "adjustments attributable to noncontrolling interests in investment entities" and recasted for periods prior to the first quarter of 2025.
Consolidation The determination of whether the Company has a controlling financial interest and therefore consolidates an entity can significantly affect presentation in the consolidated financial statements.
The Company has a goodwill balance of $465.6 million at December 31, 2025 and has determined that there were no indicators of impairment to goodwill in 2025. Consolidation The determination of whether the Company has a controlling financial interest and therefore consolidates an entity can significantly affect presentation in the consolidated financial statements.
(2) Comprises (i) all unrealized gains and losses; and (ii) realized gains and losses recorded by consolidated funds or associated with non-core investments. (3) Carried interest and incentive fees are presented net of expense allocation or reversal.
(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 is presented net of a third party participation interest, representing only the Operating Company's share. (4) Carried interest is presented net of expense allocation or reversal, representing only the Operating Company's share.
Carried Interest Allocation Year Ended December 31, (In thousands) 2024 2023 Change Carried interest allocation Distributed $ 118 $ 28,403 $ (28,285) Unrealized 218,132 334,672 (116,540) $ 218,250 $ 363,075 (144,825) 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 investor.
Carried Interest Year Ended December 31, (In thousands) 2025 2024 Change Carried interest Distributed $ 2,470 $ 118 $ 2,352 Unrealized (378,644) 218,132 (596,776) $ (376,174) $ 218,250 (594,424) 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.
Our evaluation of future liquidity requirements is regularly reviewed and updated for changes in internal projections, economic conditions, and other factors as applicable.
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.
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) Realized value represents proceeds from dispositions that have closed and all earnings from both realized and unrealized investments, including interest, dividend and ticking fees.
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.
(7) Total investment gross multiple of invested capital ("MOIC") is calculated as total value of investments, that is realized proceeds and unrealized fair value, divided by invested capital, without giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized).
(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).
Our calculation of AUM and FEEUM may differ from other investment managers, and as a result, may not be directly comparable to similar measures presented by other investment managers. Assets Under Management AUM represents the total capital for which we provide investment management services and our general partner capital.
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.
Financing activities generated net cash outflows in 2024 and inflows in 2023. • In 2024, net cash outflows of $90.8 million were driven by common and preferred dividend payments of $65.4 million, cash settlement of contingent consideration to Wafra of $17.5 million, and redemption of $5.0 million exchangeable senior notes for cash.
Financing activities generated net cash outflows in 2025 and 2024. • In 2025, net cash outflows of $48.3 million were driven by common and preferred dividend payments of $65.8 million, partially offset by $28.4 million of capital contributions by limited partners in our consolidated funds. • The higher net cash outflows of $90.8 million in 2024 resulted from (i) $65.4 million of common and preferred dividend payments (ii) cash settlement of a contingent consideration to Wafra of $17.5 million, (iii) $14.6 million of investor capital redeemed, net of contributions, in our consolidated liquid funds, and (iv) redemption of $5.0 million exchangeable senior notes for cash.
Unlike DE, which is a post-tax measure, FRE is a pre-tax measure and does not incorporate the effect of income taxes. 47 Table of Contents To reflect a stabilized investment management business, FRE is further adjusted to exclude Start-Up FRE, where applicable.
Unlike DE, which is a post-tax measure, FRE is a pre-tax measure and does not incorporate the effect of income taxes.
Such expenses generally exclude non-cash equity-based compensation, carried interest compensation, and placement fee expense. Also, consistent with DE, FRE excludes non-core items, and presents costs reimbursable by our managed funds on a net basis (as opposed to a gross-up of other income and administrative expenses). Where applicable, FRE is adjusted for Start-Up FRE as defined below.
Also, consistent with DE, FRE excludes non-core items, and presents costs reimbursable by our managed funds on a net basis (as opposed to a gross-up of other income and administrative expenses). Fee revenues earned from consolidated funds are eliminated in consolidation.
($ in millions) Inception Date (2) Total Commitments Invested Capital (3) Available Capital (4) Investment Value MOIC (7) (9) IRR (8) (9) Fund (1) Unrealized Realized (5) Total (6) Gross Net Gross Net Value-Add DBP I Mar-2018 $ 4,059 $ 4,838 $ 206 $ 6,262 $ 1,426 $ 7,688 1.6x 1.4x 13.9% 9.9% DBP II Nov-2020 8,286 7,933 920 9,659 842 10,501 1.3x 1.2x 11.9% 8.2% Core SAF Nov-2022 1,110 996 148 1,061 26 1,087 1.1x 1.1x 6.3% 3.9% InfraBridge GIF I Mar-2015 1,411 1,504 388 1,246 1,099 2,345 1.6x 1.4x 8.9% 6.5% GIF II Jun-2018 3,382 3,151 28 2,238 262 2,500 0.8x 0.7x Credit Credit I Dec-2022 697 455 418 312 193 505 1.1x 1.1x 10.0% 6.5% __________ (1) Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles.
($ 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 $ 219 $ 5,438 $ 1,763 $ 7,201 1.5x 1.4x 10.2% 7.8% DBP II Nov-2020 8,286 8,158 535 10,394 984 11,378 1.4x 1.3x 10.4% 7.8% Core SAF Nov-2022 1,110 1,045 154 1,020 138 1,158 1.1x 1.1x 4.6% 2.5% InfraBridge GIF I Mar-2015 1,411 1,514 383 942 1,477 2,419 1.6x 1.4x 8.7% 6.1% GIF II Jun-2018 3,382 3,170 243 2,015 595 2,610 0.8x 0.7x Credit Credit I Dec-2022 697 716 263 497 315 812 1.1x 1.1x 10.8% 7.2% __________ (1) Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles.
As of the date of this filing, we are in compliance with all of the financial covenants, and the full $300 million is available to be drawn on our VFN. Our securitized financing facility allows for the issuance of additional term notes in the future to supplement our liquidity.
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. We are seeking to refinance our corporate debt and replace the term notes and VFN prior to their anticipated repayment date in September 2026.
Fair Value The fair value of investments held by our sponsored investment vehicles represent a primary input in the determination of carried interest allocation together with corresponding compensation expense, and principal investment income (loss) which is our share of income (loss) from equity interests in our sponsored funds.
Due to the inherently judgmental nature of the various projections and assumptions used and the 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 consolidated financial statements in the future. 58 Table of Contents Fair Value The fair value of investments held by our sponsored investment vehicles represent a primary input in the determination of carried interest allocation together with corresponding compensation expense, and principal investment income (loss) which is our share of income (loss) from equity interests in our sponsored funds.
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.
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. 51 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.
Gross IRR is calculated from the date of investment fundings (taking into account the benefit of any credit facility at the fund level) to the date of investment distributions. For unrealized investments, gross IRR assumes a liquidating distribution equal to the investment fair value, net of amounts funded through the fund's credit facility, if any.
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.
With respect to the new lease commencing in 2026, the Company will be provided with a credit to cover fixed lease payments of $71,000 per month on an existing lease that expires in September 2026 during the period the two leases overlap, and also expects to sub-lease a portion of this new office space in 2026, which will reduce its future lease obligation.
With respect to the new lease commencing in 2026, the Company expects to sub-lease a portion of this new office space in 2026, which will reduce its future lease obligation.
In 2022, significant deferred tax assets were recognized with an offsetting valuation allowance. As of December 31, 2024 , a full valuation allowance of $559.6 million has been maintained as the more-likely-than-not threshold continues to not be met in assessing realizability of deferred tax assets.
As of December 31, 2025 , a full valuation allowance of $432.1 million has been maintained as the more-likely-than-not threshold continues to not be met in assessing realizability of deferred tax assets of the Company's domestic entities. Refer to Note 13 to the consolidated financial statements in Item 8 of this Annual Report.
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.
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.
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. 48 Table of Contents Non-GAAP Results Results of our non-GAAP measures attributable to the Operating Company were determined as follows: Year Ended December 31, (In thousands) 2024 2023 Change Fee revenue (1) $ 329,784 $ 267,148 $ 62,636 Cash compensation (1) (151,265) (125,954) (25,311) Administrative and other expenses (1) (71,410) (63,159) (8,251) Start-Up FRE — 3,751 (3,751) Fee-Related Earnings—attributable to Operating Company 107,109 81,786 25,323 Realized principal investment income (2) 15,884 8,497 7,387 Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation 285 27,927 (27,642) Interest, dividend and other income 14,424 22,868 (8,444) Interest expense and preferred dividends (72,672) (79,985) 7,313 Placement fees and other expenses (9,590) (8,714) (876) Income tax benefit (expense) (2,944) (6) (2,938) Start-up FRE — (3,751) 3,751 Distributable Earnings, after tax—attributable to Operating Company $ 52,496 $ 48,622 3,874 ________ (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.
Non-GAAP Results Results of our non-GAAP measures attributable to the Operating Company were determined as follows: Year Ended December 31, (In thousands) 2025 2024 Change Fee revenue (1) $ 375,045 $ 329,784 $ 45,261 Cash compensation (1) (164,093) (151,265) (12,828) Administrative and other expenses (1) (68,989) (71,410) 2,421 Fee-Related Earnings—attributable to Operating Company 141,963 107,109 34,854 Realized principal investment income (loss) 19,553 15,884 3,669 Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation 864 285 579 Interest, dividend and other income 15,777 14,424 1,353 Interest expense and preferred dividends (72,061) (72,672) 611 Placement fees and other (3,578) (9,590) 6,012 Income tax benefit (expense) (5,708) (2,944) (2,764) Distributable Earnings, after tax—attributable to Operating Company $ 96,810 $ 52,496 44,314 ________ (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.
The projection of future taxable earnings to be generated by subsidiaries to which the deferred tax assets apply represent a critical estimate. Key assumptions in this evaluation include the Company's forecast of future capital raises, and actual and planned business and operational changes, which are affected by future macroeconomic and Company-specific conditions and events.
Key assumptions in this evaluation include the Company's forecast of future capital raises, and actual and planned business and operational changes, which are affected by future macroeconomic and Company-specific conditions and events. These assumptions rely heavily on estimates and changes in estimates could result in an establishment or an increase in valuation allowance.
Additionally, 2024 included $4.2 million of previously escrowed proceeds received from a partial sale of our interest i n DataBank in prior years. In comparison, the large unrealized principal investment income in 2023 was driven by significant fair value increase in our DataBank investment and to a lesser extent, DBP I.
In 2024, realized principal investment income also included $4.2 million of previously escrowed proceeds received from the partial sale of our interest in DataBank in prior years. Other Income Other income decreased $6.5 million to $22.6 million.
Income Tax Benefit (Expense) Income tax expense was $2.9 million in 2024 and immaterial in 2023. This principally reflects the income tax expense of foreign subsidiaries.
Income Tax Benefit (Expense) Income tax expense was $5.7 million in 2025 and $2.9 million in 2024.
Our operating activities generated net cash inflows of $60.1 million in 2024 and $233.6 million in 2023. Cash inflows in 2023 were driven largely by operating activities of the two portfolio companies in our former Operating segment.
Our operating activities generated net cash inflows of $259.3 million in 2025 and $60.1 million in 2024.
Financing Activities We may draw upon our securitized financing facility to finance our operating activities, and have the ability to raise capital in the public markets through issuances of preferred stock, common stock and private placement notes. We incur cash outlays primarily for payments on our corporate debt, and dividends to our preferred stockholders and common stockholders.
Financing Activities We incur cash outlays primarily for payments on our corporate debt, and dividends to our preferred and common stockholders.
Our investing activities generated net cash outflows of $11.2 million in 2024 and $979.0 million in 2023. • Net cash outflows in 2024 were driven by $65.2 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds, largely offset by $42.9 million of net proceeds from sale of our non-core investments and return of capital on our CLO subordinated note. • The large net cash outflows in 2023 can be attributed to (i) real estate investing activities which generated net cash outflows of $653.5 million, attributable to capital expenditures in the data center portfolio of our former Operating segment; (ii) derecognition of $229.2 million of cash and restricted cash following the deconsolidation of the portfolio companies in our former Operating segment and our credit fund, and (iii) $314.3 million paid, net of cash assumed, for the acquisition of InfraBridge.
This was partially offset by return of capital of (i) $24.8 million from the secondary sale of equity in our DataBank portfolio company, (ii) $12.1 million from disposition and recapitalization of investments in our InfraBridge fund, and (iii) $4.6 million from our CLO subordinated notes, and additionally $4.7 million of net inflows from the investing activities of our consolidated liquid funds that hold marketable equity securities. • Net cash outflows were lower in 2024 at $11.2 million, driven by $65.2 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds, which was largely offset by $42.9 million of net proceeds from sale of our non-core investments and return of capital on our CLO subordinated note.
Unrealized carried interest is subject to adjustments each period, including reversals, based upon the cumulative performance of the underlying investments of these vehicles that are measured at fair value, until such time as the carried interest is distributed. Distributed carried interest in 2023 arose from a recapitalization of DataBank.
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. See Note 3 to the consolidated financial statements.
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.
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.
Therefore, carried interest may be subject to significant fluctuations between periods driven by fair value changes of underlying fund investments over time. Income Taxes Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.
Therefore, carried interest distributed to the Company may be subject to clawback, up to the amount previously received on an after-tax basis. As carried interest income and potential clawback obligation are driven by fair value changes of underlying fund investments over time, both the income and potential liability may be subject to significant fluctuations between periods.
Guarantees and Off-Balance Sheet Arrangements We have no guarantees or off-balance sheet arrangements that we believe are reasonable likely to have a material effect on our financial condition.
This was partially offset by a $6.1 million syndication of our interest in a consolidated fund, and a share of our commitments in DBP I funded by a third party participation interest. 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.
Carried Interest Allocation The Company recognizes carried interests from its equity method investments as general partner in investment vehicles that it sponsors. Carried interest represents a disproportionate allocation of returns from the Company's sponsored investment vehicles based upon the extent to which cumulative performance of the vehicles exceeds minimum return hurdles pursuant to terms of their respective governing agreements.
Carried Interest The Company recognizes carried interests from its equity method investments as general partner in investment vehicles that it sponsors.
Year Ended December 31, (In thousands) 2024 2023 Change Revenues Fee revenue $ 329,693 $ 264,117 $ 65,576 Carried interest allocation 218,250 363,075 (144,825) Principal investment income 30,023 145,448 (115,425) Other income 29,062 48,743 (19,681) Total revenues 607,028 821,383 (214,355) Expenses Compensation expense—cash and equity-based 181,821 206,892 (25,071) Compensation expense—incentive fee and carried interest allocation 144,650 186,030 (41,380) Administrative and other expenses 114,985 86,937 28,048 Interest expense 16,438 24,540 (8,102) Transaction-related costs 5,265 10,823 (5,558) Depreciation and amortization 33,706 36,651 (2,945) Total expenses 496,865 551,873 (55,008) Other income (loss) Other gain (loss), net 58,652 96,119 (37,467) Income (Loss) before income taxes 168,815 365,629 (196,814) Income tax benefit (expense) (2,944) (6) (2,938) Income (Loss) from continuing operations 165,871 365,623 (199,752) Income (Loss) from discontinued operations (18,865) (320,458) 301,593 Net income (loss) 147,006 45,165 101,841 Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 2,458 6,503 (4,045) Investment entities 73,343 (155,756) 229,099 Operating Company 683 9,138 (8,455) Net income (loss) attributable to DigitalBridge Group, Inc. 70,522 185,280 (114,758) Preferred stock repurchases — (927) 927 Preferred stock dividends 58,641 58,656 (15) Net income (loss) attributable to common stockholders $ 11,881 $ 127,551 (115,670) 42 Table of Contents Revenues Total revenues were $607.0 million in 2024 and $821.4 million in 2023.
Year Ended December 31, (In thousands) 2025 2024 Change Revenues Fee revenue $ 374,447 $ 329,693 $ 44,754 Carried interest allocation (reversal) (376,174) 218,250 (594,424) Principal investment income 73,119 30,023 43,096 Other income 22,567 29,062 (6,495) Total revenues 93,959 607,028 (513,069) Expenses Compensation expense—cash and equity-based 190,450 181,821 8,629 Compensation expense—incentive fee and carried interest allocation (reversal) (137,092) 144,650 (281,742) Administrative and other expenses 64,247 114,985 (50,738) Interest expense 17,622 16,438 1,184 Transaction-related costs 20,770 5,265 15,505 Depreciation and amortization 29,454 33,706 (4,252) Total expenses 185,451 496,865 (311,414) Other income (loss) Other gain (loss), net 74,458 58,652 15,806 Income (Loss) before income taxes (17,034) 168,815 (185,849) Income tax benefit (expense) (5,708) (2,944) (2,764) Income (Loss) from continuing operations (22,742) 165,871 (188,613) Income (Loss) from discontinued operations (4,327) (18,865) 14,538 Net income (loss) (27,069) 147,006 (174,075) Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 3,444 2,458 986 Investment entities (175,564) 73,343 (248,907) Operating Company 3,177 683 2,494 Net income (loss) attributable to DigitalBridge Group, Inc. 141,874 70,522 71,352 Preferred stock dividends 58,641 58,641 — Net income (loss) attributable to common stockholders $ 83,233 $ 11,881 71,352 Revenues Total revenues were $94.0 million in 2025 and $607.0 million in 2024.
Lease Obligations At December 31, 2024, we had operating lease obligations of $52 million for in-place leases on currently occupied corporate offices and commitments on future leases of $53 million related to two office spaces, one of which commenced in January 2025 and the other is expected to commence in 2026. 52 Table of Contents We sub-leased a portion of certain existing office space over the remaining term of the respective leases and expect to receive fixed sub-lease payments totaling $3 million over the remaining life of the sub-lease contracts.
We sub-leased a portion of certain existing office space over the remaining term of the respective leases and expect to receive fixed sub-lease payments totaling $4 million over the remaining life of the sub-lease contracts. The Company's lease obligations will be funded through corporate operating cash.
Principal Investment Income Year Ended December 31, (In thousands) 2024 2023 Change Principal investment income Realized $ 18,364 $ — $ 18,364 Unrealized 11,659 145,448 (133,789) $ 30,023 $ 145,448 (115,425) Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, which is predominantly unrealized gain (loss) from changes in fair value of underlying fund investments. 43 Table of Contents Realized principal investment income in 2024 arose largely from gains related to syndication of investments in DBP funds and distribution of interest income from our credit fund.
Principal Investment Income Year Ended December 31, (In thousands) 2025 2024 Change Principal investment income (loss) Realized $ 22,925 $ 18,364 $ 4,561 Unrealized 50,194 11,659 38,535 $ 73,119 $ 30,023 43,096 Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles.
(6) Total value is the sum of unrealized fair value and realized value of investments.
(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.
A portion of carried interest is allocated to certain employees, former employees and a third party investor, and is similarly subject to reversal if there is a decline in the cumulative carried interest amounts previously recognized.
A portion of carried interest earned by the Company is allocated to current and former employees and for certain funds, to a third party participation interest. Their share of carried interest is subject to recognition, reversal and clawback in accordance with the related carried interest income earned by the Company.
The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund. If the related carried interest distributions received by the Company are subject to clawback, the previously distributed carried interest would be similarly subject to clawback.
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.
Return of Capital • We completed the monetization of marketable equity securities that form non-core investments for total net proceeds of $43 million. 40 Table of Contents • In February 2025, we received proceeds of approximately $59 million in connection with our participation in a secondary sale of equity by our DataBank portfolio company and approximately $1 million of net carried interest.
DBP III fund commitments totaled $7.2 billion, inclusive of $150 million of our commitments as general partner and general partner affiliate. 44 Table of Contents Realization of Investment • In connection with our participation in a secondary sale of equity by our DataBank portfolio company in February 2025, we received proceeds of approximately $59.7 million, representing $34.0 million realized principal investment income, $24.8 million return of capital and our share of carried interest of $0.9 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+3 added−1 removed6 unchanged
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. 59 Table of Contents
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. 62 Table of Contents
Our funds constantly rebalance their 58 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.
Our funds constantly rebalance their 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.
A hypothetical 10% decline in the fair value of fund investments at December 31, 2024 would decrease the OP's share of principal investment income by approximately $127 million.
A hypothetical 10% decline in the fair value of fund investments at December 31, 2025 would decrease the OP's share of principal investment income by approximately $79 million.
The primary sources of market risk are interest rates, foreign currency rates and equity prices. 57 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 primarily by consolidated investment vehicles.
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 primarily by consolidated investment vehicles.
A hypothetical 10% decline in the fair value of fund investments at December 31, 2024 would decrease carried interest by approximately $140 million, representing the OP's share of carried interest net of allocations to employees, former employees and Wafra.
A hypothetical 10% decline in the fair value of fund investments at December 31, 2025 would decrease unrealized carried interest by approximately $110 million, representing the OP's share of carried interest net of allocations to employees, former employees and a third party participation interest.
Generally, 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 December 31, 2024, there were no incentive fees recorded that have not been fully realized.
Generally, 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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of financial loss from adverse movement in market prices.
Item 7A. 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.
Accordingly, most of our management fee revenue will not be 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.
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.
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 December 31, 2024, vehicles with NAV or GAV fee basis made up 5% of our $35.5 billion FEEUM and accounted for $11.6 million of management fees in 2024.
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.
Equity Price Risk At December 31, 2024, we had $84 million of long positions and $48 million of short positions in marketable equity securities, held by our consolidated sponsored liquid funds. Realized and unrealized gains and losses from marketable equity securities are recorded in other gain (loss) on the consolidated statement of operations.
Realized and unrealized gains and losses from marketable equity securities are recorded in other gain (loss) on the consolidated statement of operations.
Foreign Currency Risk As of December 31, 2024, we have limited direct foreign currency exposure from our foreign operations and foreign currency denominated investments warehoused on the balance sheet for future sponsored vehicles. Changes in foreign currency rates can adversely affect earnings and the value of our foreign currency denominated investments, including investments in our foreign subsidiaries.
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.
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 December 31, 2024.
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.
Removed
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.
Added
At December 31, 2025, vehicles with NAV or GAV fee basis made up 4% of our $41.0 billion FEEUM and accounted for $10.9 million of management fees for the year ended December 31, 2025. Accordingly, most of our management fee revenue will not be directly affected by changes in investment fair values.
Added
At December 31, 2025, there were no incentive fees recorded that have not been fully realized. 61 Table of Contents Foreign Currency Risk As of December 31, 2025, we have limited direct foreign currency exposure from our foreign operations and foreign currency denominated investments held on the balance sheet for future sponsored vehicles.
Added
Our corporate debt exposure to variable interest rates is limited to our VFN revolver, which had no outstanding balance at December 31, 2025. Equity Price Risk At December 31, 2025, we had $115 million of long positions and $74 million of short positions in marketable equity securities, held by our consolidated sponsored liquid funds.

Other DBRG 10-K year-over-year comparisons