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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported):
May 23, 2026
DIGITALBRIDGE
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Maryland |
|
001-37980 |
|
44-4591526 |
(State or Other Jurisdiction
of
Incorporation or
Organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (561) 570-4644
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered
pursuant to Section 12(b) of the Act: |
| |
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Class A Common Stock, $0.01 par value |
|
DBRG |
|
New York Stock Exchange |
| Preferred Stock, 7.125% Series H Cumulative Redeemable, 0.01 par value |
|
DBRG.PRH |
|
New York Stock Exchange |
| Preferred Stock, 7.15% Series I Cumulative Redeemable, 0.01 par value |
|
DBRG.PRI |
|
New York Stock Exchange |
| Preferred Stock, 7.125% Series J Cumulative Redeemable, 0.01 par value |
|
DBRG.PRJ |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
On
May 23, 2026 (the “Signing Date”), DigitalBridge Group, Inc., a Maryland
corporation (the “Company”), entered into an Agreement and Plan of
Merger (the “ArcLight Agreement”) with DigitalBridge Operating Company,
LLC, a Delaware limited liability company (“Company OP”), DB Marley Sub,
LLC, a Delaware limited liability company (“Merger Sub”), ArcLight
Capital Holdings, LLC, a Delaware limited liability company (“ArcLight”),
ACHP II, L.P., a Delaware limited partnership, in its capacity as managing member of ArcLight (“ACHP
II”), and Daniel R. Revers, in his capacity as the representative of the Company Owners (as defined in the ArcLight
Agreement) (the “Seller Representative”).
Subject to the terms and conditions in the ArcLight Agreement, the
Company has agreed to acquire ArcLight for an aggregate purchase price of $650 million, subject to a customary post-closing purchase price
adjustment (the “ArcLight Transaction”). In addition, the ArcLight Agreement provides for cash earn-out payments based
on ArcLight’s fee-related earnings for each of the calendar years ending December 31, 2027, December 31, 2028 and December 31, 2029,
subject to the terms and conditions set forth in the ArcLight Agreement.
The
consummation of the ArcLight Transaction is subject to the prior completion of the acquisition of the Company (the “SoftBank
Transaction”) pursuant to that certain Agreement and Plan of Merger, dated as of December 29, 2025, by and among the Company,
Company OP, Duncan Holdco LLC, a Delaware limited liability company, Duncan Sub I Inc., a Maryland corporation, and Duncan Sub II LLC,
a Delaware limited liability company (the “SoftBank Merger Agreement”). The consummation of the ArcLight Transaction
is subject to certain additional closing conditions, including among other things, the expiration or early termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Committee on Foreign Investment in the
United States, the Federal Energy Regulatory Commission and the Federal Communications Commission.
Each
party has agreed to use its efforts (subject to the applicable standards set forth in the ArcLight Agreement) to file and obtain all
governmental and regulatory consents and approvals in order to consummate the ArcLight Transaction, but in no event will the Company
or any of its affiliates be required, among other things, to take any action that would reasonably be expected to hinder, delay, obstruct,
enjoin, restrict, restrain or otherwise prevent the consummation of the SoftBank Transaction (other than in de minimis respects)
or that is not conditioned upon the consummation of the ArcLight Transaction.
The
ArcLight Agreement contains customary termination rights for the Company and ArcLight, including, among others: (a) the right of either
party to terminate if the ArcLight Transaction has not been consummated on or before the later of (i) the date that is six months after
the SoftBank Transaction has been consummated and (ii) March 31, 2027, subject to extension in certain circumstances; (b) the right of
either party to terminate if the SoftBank Merger Agreement is validly terminated in accordance with its terms; (c) the right of ArcLight
to terminate if the SoftBank Transaction is not consummated on or before March 31, 2027 and (d) the right of ArcLight to terminate if
the ArcLight Transaction has not been consummated on or before March 31, 2027 (subject to extension in certain circumstances) and, at
such time all other conditions to closing are satisfied (or capable of being satisfied), including the consummation of the SoftBank Transaction,
except for the receipt of certain regulatory approvals related to the ArcLight Transaction.
The
ArcLight Agreement contains representations and warranties, and covenants, of the parties customary for a transaction of this
nature, including regarding the conduct of ArcLight prior to the closing of the ArcLight Transaction. The foregoing description of
the ArcLight Agreement does not purport to be complete and is qualified in its entirety by reference to the ArcLight Agreement,
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The
ArcLight Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other
factual information about the Company, ArcLight or their respective subsidiaries or affiliates. The representations, warranties and covenants
contained in the ArcLight Agreement were made only for the purposes of the ArcLight Agreement and as of specific dates, were solely for
the benefit of the parties to the ArcLight Agreement, may be subject to limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the ArcLight
Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the ArcLight Agreement and
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning
the subject matter of representations and warranties may change after the date of the ArcLight Agreement, which subsequent information
may or may not be fully reflected in the Company’s public disclosures.
Debt
Financing
The Company intends to fund the cash consideration
for the ArcLight Transaction through a combination of cash from its balance sheet and debt financing. In connection with the ArcLight
Transaction, on May 23, 2026, Merger Sub entered into a commitment letter with Barclays Bank PLC (“Barclays”), pursuant
to which Barclays has committed to provide the entire principal amount of a senior secured bridge loan facility in an aggregate principal
amount of up to $500 million upon closing of the Arclight Transaction (and following the SoftBank Transaction), subject to customary conditions.
| Item
7.01 | Regulation
FD Disclosure. |
On
May 27, 2026, the Company issued a press release announcing the execution of the ArcLight Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
The
information in this Item 7.01 (including Exhibit 99.1)
shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Forward-Looking
Statements
Some
of the statements contained in this current report constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and Section 21E of the Exchange Act, and we intend such statements to be covered by the safe harbor provisions
contained therein. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking
statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate
future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions
of strategy, plans or intentions.
The
forward-looking statements contained in this current report reflect our current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly
from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events
to differ materially from those set forth or contemplated in the forward-looking statements: (i) uncertainties as to the timing of the
ArcLight Transaction and the SoftBank Transaction; (ii) the risk that the ArcLight Transaction and/or the SoftBank Transaction may not
be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation
of the ArcLight Transaction and/or the SoftBank Transaction; (iv) the possibility that any or all of the various conditions to the consummation
of the ArcLight Transaction and/or SoftBank Transaction may not be satisfied, in a timely manner or at all, or waived, including the
failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions
placed on such approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the
ArcLight Agreement and/or the SoftBank Merger Agreement, including in circumstances which would require the Company to pay a termination
fee; (vi) the effect of the announcement or pendency of the ArcLight Transaction and/or the SoftBank Transaction on the Company’s
ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it
does business, or its operating results and business generally; (vii) costs relating to the ArcLight Transaction and the SoftBank Transaction
(including in respect of the financing of the ArcLight Transaction) may be greater than expected; (viii) risks related to diverting management’s
attention from the Company’s ongoing business operations; (ix) the risk that litigation in connection with the ArcLight Transaction,
the SoftBank Transaction or the outcome of any other legal proceedings that may be instituted against the Company, ArcLight, SoftBank
and/or others relating to the ArcLight Transaction and/or the SoftBank Transaction may result in significant costs of defense, indemnification
and liability; (x) certain restrictions during the pendency of the SoftBank Transaction that may impact the Company’s ability to
pursue certain business opportunities or strategic transactions; (xi) risks that the benefits of the ArcLight Transaction and/or the
SoftBank Transaction are not realized when and as expected; (xii) the risk that the Company’s, SoftBank’s and/or ArcLight’s
businesses will be adversely impacted during the pendency of the acquisitions; (xiii) legislative, regulatory and economic developments;
and (xiv) (A) the risk factors described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2025 and (B) the other risk factors identified from time to time in the Company’s other filings with the
Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at http://www.sec.gov and
on the Company’s website. These forward-looking statements speak only as of the date of this current report. The Company undertakes
no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this current report
or to reflect actual outcomes, except as otherwise required by law.
While
forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance.
Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions
or factors, or new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and
rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance
on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A. “Risk
Factors” and in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Readers of this current report should also read
our other periodic filings made with the SEC and other publicly filed documents for further discussion regarding such factors.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 2.1* |
|
Agreement
and Plan of Merger, dated as of May 23, 2026, by and among the Company, Company OP, Merger Sub, ArcLight, ACHP II, and the Seller
Representative |
| 99.1 |
|
Press
Release, dated May 27, 2026 |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
*
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental
copies of any of the omitted schedules upon request by the SEC.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
May 27, 2026
| |
DIGITALBRIDGE
GROUP, INC. |
| |
|
|
|
By: |
/s/
Thomas Mayrhofer |
| |
Name: |
Thomas Mayrhofer |
| |
Title: |
Executive Vice President,
Chief Financial Officer and Treasurer |
Exhibit 99.1
DigitalBridge and ArcLight Announce Strategic
Combination to Form a Leading Alternative Asset Manager at the Convergence of Power, AI, and Digital Infrastructure
ArcLight Will Continue to Operate as a
Distinct Business Within DigitalBridge Group Following the Completion of SoftBank Group’s Pending Acquisition of DigitalBridge
Group
BOCA RATON, Fla. and BOSTON - May 27, 2026 — DigitalBridge
Group, Inc. (NYSE: DBRG) (“DigitalBridge”), a leading global alternative asset manager dedicated to digital infrastructure,
today announced that it has entered into a definitive agreement to acquire ArcLight Capital Partners, LLC (“ArcLight”),
one of North America's leading specialist investors in power and electric infrastructure, for a total transaction value of up to $1.05
billion. The consideration includes a base purchase price of $650 million, plus up to an additional $400 million of contingent consideration.
The combination forms a leading alternative asset manager at the convergence of power, AI, and digital infrastructure, bringing together
two specialist platforms with combined assets representing more than $150 billion.
Since ArcLight’s founding in 2001, ArcLight has owned, controlled,
or operated over 70 GW of generation assets and 48,000 miles of electric and gas transmission and storage infrastructure, representing
more than $90 billion of enterprise value. The firm operates one of the largest private power generation portfolios and development pipelines
in North America, supported by an integrated platform of strategic, technical, operational, and commercial specialists, including an 85-person
power development organization with a pipeline exceeding 15 GW.
The transaction is conditioned upon completion of the previously announced
acquisition of DigitalBridge by an affiliate of SoftBank Group Corp. (the “SoftBank Acquisition”) and will not alter or affect
the terms of or consideration payable under the SoftBank Acquisition.
With SoftBank Group’s leadership across the global
technology and AI landscape, the transaction will bring together two leading investment managers in the digital infrastructure and
power infrastructure sectors - forming a platform with the scale, development capabilities, and relationships - to invest behind
growing demand for compute, connectivity, and power. The combination is expected to enable new investment solutions that draw on the
specialist expertise of both firms to mobilize capital for future power and digital infrastructure development across North American
and global markets.
“Digital infrastructure is a specialist business, and ArcLight
has operated with that same philosophy in power infrastructure for more than two decades, building deep expertise across power, renewables,
batteries, transmission, and midstream infrastructure,” said Marc Ganzi, Chief Executive Officer of DigitalBridge. “The
shared conviction that specialization creates durable advantages is foundational to this combination and expands what we can deliver
for our limited partners and customers. AI is rewiring the global power equation, accelerating investment across generation, transmission,
and behind-the-meter infrastructure. We believe the firms best positioned for this next phase of growth will be those that are able to
underwrite both digital and energy infrastructure with equal depth and credibility. Together, DigitalBridge and ArcLight will help create
a scaled infrastructure platform positioned for that convergence. We are privileged to welcome Daniel Revers, Angelo Acconcia,
Jake Erhard, and the broader ArcLight team to DigitalBridge as we continue building differentiated infrastructure capabilities
together.”
“I founded ArcLight in 2001, as one of the first dedicated power
infrastructure investment platforms, and more than two decades later we are taking another significant step toward building a platform
for the growing convergence of power, AI, and digital infrastructure,” said Mr. Revers, Founder of ArcLight. “As demand
for compute, connectivity, and electrification continues to accelerate, we believe the next phase of infrastructure investing will increasingly
require integrated expertise across both power and digital infrastructure. This combination builds on ArcLight’s strong foundation
and creates new opportunities for our investors, customers, and partners, while preserving the independence, discipline, and long-term
focus that has defined our business since inception. By combining ArcLight’s deep experience across power infrastructure with DigitalBridge’s
global digital infrastructure platform and longstanding relationships across the hyperscale ecosystem, and SoftBank Group’s broader
technology and AI leadership, we believe the combined platform will be well positioned to support the next generation of infrastructure
development.”
“Meeting the power demands of AI infrastructure, reshoring, and
electrification is a generational opportunity. Power has become the critical bottleneck for digital infrastructure buildout, and solving
it takes expertise and dedicated people,” said Mr. Acconcia, Managing Partner of ArcLight. “We’ve built 25 years
of technical knowledge, regulatory relationships, and operational depth in electrification infrastructure. Over the past five years alone,
we have significantly expanded our team, resources, and capabilities to create an integrated platform to meet this need at scale. ArcLight
looks forward to building on this momentum in partnership with DigitalBridge as we execute on an integrated approach to powering the digital
economy.”
ArcLight will operate as a separately managed business as part of the
DigitalBridge platform. ArcLight will maintain continuity in its investment processes consistent with its long-standing commitments to
limited partners, including its focus on targeting attractive risk-adjusted returns and DPI, disciplined risk management, and partnership-based
approach, which will remain intact.
Upon completion of the transaction, and as part of the ArcLight
team’s long-term commitment to the continued growth of the platform, Mr. Revers will serve as Vice Chairman of DigitalBridge.
Mr. Acconcia will serve as Managing Partner of ArcLight, continuing his day-to-day leadership of the firm. Mr. Erhard,
currently a Partner at ArcLight, will become Senior Partner.
Transaction Details
The transaction is subject to customary closing conditions, including
required regulatory approvals, requisite limited partner consents, and the completion of the SoftBank Acquisition. The merger agreement
will be filed with the SEC.
Barclays is acting as financial advisor and sole committed financing
provider to DigitalBridge. Simpson Thacher & Bartlett LLP is serving as legal counsel to DigitalBridge, along with Morgan, Lewis, &
Bockius as regulatory counsel. Morgan Stanley & Co. LLC is serving as financial advisor, and Kirkland & Ellis LLP is
serving as legal counsel to ArcLight. Sullivan & Cromwell LLP is serving as legal counsel to SoftBank Group, along with Morrison &
Foerster LLP and Covington & Burlington LLP as regulatory counsel.
About DigitalBridge Group, Inc.
DigitalBridge (NYSE: DBRG) is a
leading global alternative asset manager dedicated to investing in digital infrastructure. With a heritage of more than 30 years investing
in and operating businesses across the digital ecosystem, including cell towers, data centers, fiber, small cells, and edge infrastructure, DigitalBridge manages
infrastructure assets on behalf of its limited partners and shareholders. The firm is headquartered in Boca Raton, Florida, with
offices across North America, Europe, the Middle East, and Asia. References to "DigitalBridge" herein refers
to DigitalBridge Group, Inc. and/or its managed investment vehicles, as the context requires. For more information, visit www.digitalbridge.com.
About ArcLight Capital Partners
ArcLight is a leading infrastructure investor which has been investing
in critical electrification infrastructure since its founding in 2001. ArcLight has owned, controlled or operated over 70 GW of assets
and 48,000 miles of electric and gas transmission and storage infrastructure representing more than $90 billion of enterprise value. ArcLight
has a long and proven history of value-added investing across its core investment sectors including power, hydro, solar, wind, battery
storage, electric transmission, natural gas transmission, storage infrastructure and digital power to support the growing need for power,
reliability, security, and sustainability. ArcLight's team employs an operationally intensive investment approach that benefits from its
dedicated in-house strategic, technical, operational, and commercial specialists, as well as the firm's ~2,000-person asset management
partner. References to "ArcLight" herein refers to ArcLight Capital Partners, LLC and/or its managed investment vehicles, as
the context requires. For more information, please visit www.arclight.com.
Forward-Looking Statements
Some of the statements contained in this press release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act, and we
intend such statements to be covered by the safe harbor provisions contained therein. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not
historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” or “potential” or the negative of these words and
phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical
matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements, including but not limited in respect
of any targeted returns, contained in this press release reflect our current views about future events and are subject to numerous known
and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from
those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to
differ materially from those set forth or contemplated in the forward-looking statements: (i) uncertainties as to the timing of the
ArcLight transaction and the SoftBank Group transaction; (ii) the risk that the ArcLight transaction and/or the SoftBank Group transaction
may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to
the consummation of the ArcLight transaction and/or the SoftBank Group transaction; (iv) the possibility that any or all of the various
conditions to the consummation of the ArcLight transaction and/or SoftBank Group transaction may not be satisfied, in a timely manner
or at all, or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or
any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the ArcLight merger agreement and/or the SoftBank Group merger agreement, including in circumstances
which would require DigitalBridge to pay a termination fee; (vi) the effect of the announcement or pendency of the ArcLight transaction
and/or the SoftBank Group transaction on DigitalBridge’s ability to retain and hire key personnel, its ability to maintain relationships
with its customers, suppliers and others with whom it does business, or its operating results and business generally; (vii) costs
relating to the ArcLight transaction and the SoftBank Group transaction (including in respect of the financing of the ArcLight transaction)
may be greater than expected; (viii) risks related to diverting management’s attention from DigitalBridge’s ongoing business
operations; (ix) the risk that litigation in connection with the ArcLight transaction, the SoftBank Group transaction or the outcome
of any other legal proceedings that may be instituted against DigitalBridge, ArcLight, SoftBank Group and/or others relating to the ArcLight
transaction and/or the SoftBank Group transaction may result in significant costs of defense, indemnification and liability; (x) certain
restrictions during the pendency of the SoftBank Group transaction that may impact DigitalBridge’s ability to pursue certain business
opportunities or strategic transactions; (xi) risks that the benefits of the ArcLight transaction and/or the SoftBank Group transaction
are not realized when and as expected; (xii) the risk that DigitalBridge’s, SoftBank Group’s and/or ArcLight’s
businesses will be adversely impacted during the pendency of the acquisitions; (xiii) legislative, regulatory and economic developments;
and (xiv) (A) the risk factors described in Part I, Item 1A of Risk Factors in DigitalBridge’s Annual Report
on Form 10-K for the year ended December 31, 2025 and (B) the other risk factors identified from time to time in DigitalBridge’s
and/or ArcLight’s other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available
on the SEC’s website at http://www.sec.gov and/or on DigitalBridge’s website. These forward-looking statements speak
only as of the date of this press release. Neither DigitalBridge nor ArcLight undertakes any obligation to update any of these forward-looking
statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, except as otherwise
required by law.
While forward-looking statements reflect our good faith beliefs, assumptions
and expectations, they are not guarantees of future performance. Furthermore, we disclaim any obligation to publicly update or revise
any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events
or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to
emerge from time to time. We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully
review the disclosures DigitalBridge makes concerning risks in Part I, Item 1A. “Risk Factors” and in Part II, Item
7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in DigitalBridge’s
Annual Report on Form 10-K for the year ended December 31, 2025. Readers of this press release should also read our other periodic
filings made with the SEC and other publicly filed documents for further discussion regarding such factors.
###
Media Contacts:
DigitalBridge
Joele Frank, Wilkinson Brimmer
Katcher
Erik Carlson / Alexander Wolfsohn
(212) 355-4449
dbrg-jf@joelefrank.com
Arclight Capital Partners
Stanton
Charlyn Lusk / Josh Greenwald
clusk@stantonprm.com / jgreenwald@stantonprm.com
(646) 502-3549 / (646) 504-7306
