8-K: DigitalBridge Group Completes Merger, Delists from NYSE

DigitalBridge Group, Inc. announced the completion of its previously agreed-upon merger, leading to the delisting of its common and preferred stock from the New York Stock Exchange.

Summary

• DigitalBridge Group, Inc. has completed its merger as per the Agreement and Plan of Merger dated December 29, 2025.
• The company's Class A, Class B, and Performance Common Stock have been delisted from the New York Stock Exchange (NYSE) as of September 30, 2026.
• The preferred stocks (Series H, I, and J) are also scheduled for delisting from the NYSE, with trading expected to cease before the opening on October 5, 2026.
• Common stockholders are to receive $16.00 in cash per share, and Company OP Common Unit holders will also receive $16.00 in cash per unit.
• Outstanding equity awards (restricted stock, RSUs, PSUs) have vested and been cancelled for cash consideration, except for certain awards held by Marc C. Ganzi.
• Preferred stockholders have conversion rights into cash upon a change of control, with specific conversion consideration amounts detailed for each series.
• The company will seek to suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act for its common and preferred stock.
• The merger was funded through an equity commitment from SoftBank Group Overseas GK and the company's cash.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as the merger has been completed, providing certainty for shareholders, though the delisting and preferred stock conversion details are complex.

Positives

• Completion of the merger provides certainty for common stockholders, who will receive $16.00 per share in cash.
• All outstanding equity awards have vested and will be settled in cash, providing liquidity to award holders (with specific exceptions).
• The company is taking steps to reduce its public reporting obligations, potentially streamlining operations.

Negatives

• The common stock and preferred stock are being delisted from the NYSE, reducing public trading accessibility.
• Preferred stockholders face a conversion process into cash, with specific dates and amounts that require careful attention.
• The complexity of the merger structure and the various entities involved (Parent, Merger Subs, Company OP) can be difficult to fully comprehend.

Risks

• Potential for stockholder litigation related to the merger transactions.
• Uncertainties regarding the timing and completion of the delisting and deregistration of preferred stock.
• Risks that the benefits of the merger are not realized as expected.
• Legislative, regulatory, and economic developments could impact the company post-merger.

Future Outlook

The company has completed its merger and is now a privately held entity. It intends to suspend its public reporting obligations. Forward-looking statements in the filing are subject to risks and uncertainties, including those previously disclosed in its 10-K filings.

Management Comments

• The determination as to certain matters, made in good faith by the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock.
• The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.
• The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the stockholders.

Industry Context

StockSavvy.ai notes that this transaction signifies a trend of privatization or significant restructuring within the digital infrastructure sector, often driven by strategic shifts or the desire for more focused operational control away from public market pressures. SoftBank's involvement highlights continued strategic investment in digital assets.

Management Changes

Corporate Governance

Legal Proceedings

• Risk of stockholder litigation in connection with the transactions contemplated by the Merger Agreement.

Stakeholder Impact

• Common stockholders: Receive $16.00 cash per share, ending their equity interest.
• Preferred stockholders: Have rights to convert their shares into cash upon a change of control, with specific conversion consideration amounts and dates.
• Equity award holders: Awards have vested and will be settled in cash, providing liquidity.
• Creditors: Terms of existing debt are not explicitly detailed in relation to the merger, but the change in ownership structure could have implications.
• Employees: Management roles have been confirmed or established under the new ownership; specific employee impacts are not detailed.

Next Steps

• DigitalBridge will file certifications on Form 15 to request the suspension of its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act for its common and preferred stock.
• Preferred stockholders will receive notices regarding their conversion rights into cash upon the change of control.
• The company will continue to operate under its new ownership structure.

Key Dates

Recommendation

The completion of the merger and subsequent delisting removes the common stock from public trading, making a traditional buy/sell/hold recommendation moot for public investors. For existing shareholders, the $16.00 cash consideration represents a finalized exit. For preferred shareholders, the conversion terms are defined, but the process and specific cash amounts require careful review. The company is now private, limiting further investment opportunities for the general public.

Keywords

Merger, Acquisition, Delisting, Preferred Stock, Common Stock, Cash Consideration, Change of Control, SEC Filing