DEF: DigitalBridge 2026 Proxy Statement and Plan Amendment

DigitalBridge Group, Inc. files its 2026 proxy statement ahead of its annual meeting, seeking approval for director elections, executive compensation, and an amendment to its 2024 Omnibus Stock Incentive Plan.

Summary

• DigitalBridge Group, Inc. will hold its 2026 Annual Meeting of Stockholders virtually on May 28, 2026.
• The company previously announced a definitive agreement to be acquired by affiliates of SoftBank Group Corp. for $16.00 per share in cash, which was approved by stockholders on April 23, 2026.
• The proxy statement seeks approval for the election of 9 directors, an advisory vote on executive compensation, an amendment to the 2024 Omnibus Stock Incentive Plan to add 6,000,000 shares, and the ratification of Ernst & Young LLP as the independent auditor.
• In 2025, the company achieved $41.0 billion in Fee-Earning Equity Under Management (FEEUM), exceeding its $40 billion guidance.
• Fee-Related Earnings (FRE) grew 33% to $142 million in 2025, with FRE margin expanding to 38%.
• Distributable Earnings increased 84% year-over-year to $97 million.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive filing, as the company has exceeded its financial targets and secured a significant acquisition premium for shareholders, while maintaining standard governance practices.

Positives

• FEEUM grew 15% year-over-year to $41.0 billion, surpassing the $40 billion target.
• Fee revenue increased 14% year-over-year to $375 million.
• FRE grew 33% to $142 million, exceeding the 10-20% growth target.
• FRE margin expanded to 38%, exceeding the 200 basis point expansion target.
• Distributable Earnings rose 84% to $97 million.
• Successfully closed the DigitalBridge Partners III flagship fund in November 2025.

Negatives

• GAAP net income attributable to common stockholders was $83 million, or $0.46 per share, for 2025.
• Performance-based equity awards for 2022 and 2023 were forfeited due to relative Total Stockholder Return (TSR) performance.
• The company is currently in the process of being acquired by SoftBank, which limits future independent strategic operations.

Risks

• The pending merger with SoftBank is subject to regulatory approvals and other customary closing conditions.
• Failure to obtain stockholder approval for the 2024 Plan Amendment could disrupt the company's ability to recruit, retain, and reward key personnel.
• The company's performance is subject to risks related to the digital infrastructure market, including demand for compute, connectivity, and power.
• The company faces risks related to the maturity of managed funds and the ability to exit investments profitably.

Future Outlook

Following the expected closing of the transaction with SoftBank in the second half of 2026, DigitalBridge is expected to continue to operate as a separately managed platform within SoftBank, focused on building, scaling, and financing digital infrastructure for the age of AI.

Management Comments

• The transaction with SoftBank reflects the value our team has built and the critical role digital infrastructure will play in enabling next-generation AI services.
• We believe the combination of SoftBank's vision, capital strength, and global network with DigitalBridge's platform positions us to continue to serve the world's leading technology companies.

Industry Context

StockSavvy.ai notes that DigitalBridge is positioning itself as a pure-play alternative asset manager in the high-growth digital infrastructure sector, a trend characterized by increased demand for data centers and AI-related compute power. The acquisition by SoftBank highlights the strategic value of these assets to global technology conglomerates.

Comparison to Industry Standards

• The company benchmarks its compensation and performance against peers including Ares Management, Blue Owl Capital, Carlyle Group, Cohen & Steers, Hamilton Lane, StepStone Group, and TPG.
• The 1.68% three-year average burn rate is below the ISS industry standard of 3.55% for the company's GICS code.

Corporate Governance

Related Party Transactions

• Senior management and investment professionals invest in company-sponsored investment vehicles on a discretionary basis.
• Mr. Ganzi received $613,997 in reimbursements for personal private aircraft usage in 2025 and the company paid $3,721,266 for business-related aircraft usage.

Stakeholder Impact

• Shareholders are expected to receive $16.00 per share in cash upon the closing of the SoftBank merger.
• Employees are subject to ongoing compensation and incentive plans as the company continues to operate during the pendency of the transaction.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on May 28, 2026.
• Complete the acquisition by SoftBank Group Corp. in the second half of 2026, subject to regulatory approvals.
• File a Registration Statement on Form S-8 for the 2024 Plan Amendment if approved.

Key Dates

Recommendation

The stock is currently trading in the context of a pending acquisition by SoftBank at a fixed price of $16.00 per share. Investors should hold the stock until the transaction closes, as the price is now largely tethered to the merger consideration.

Keywords

DigitalBridge, Proxy Statement, SoftBank, Digital Infrastructure, Asset Management, Stock Incentive Plan, FEEUM, Distributable Earnings