[8-K] DigitalBridge Group, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
DigitalBridge Group, Inc. completed a $400 million securitized financing through two subsidiaries on May 11, 2026, issuing Series 2026-1 notes backed by investment management fees and certain equity and fund interests. The transaction was completed in a private offering exempt from registration under the Securities Act.
The Co-Issuers sold $300 million of 6.326% Secured Fund Fee Revenue Notes, Series 2026-1, Class A-2 and established $100 million of Series 2026-1 Variable Funding Notes available on a revolving basis. Net proceeds from the Class A-2 Notes were used to repay outstanding Series 2021-1 securitization notes.
Interest on the Class A-2 Notes is payable quarterly, with an anticipated repayment date in June 2031 and final maturity in March 2056. The variable funding facility has an anticipated repayment date in June 2029, subject to two one-year extension options, and carries interest tied to commercial paper rates, a Base Rate or the Term SOFR Rate plus a commitment fee on unused capacity.
Positive
- None.
Negative
- None.
Insights
DigitalBridge refinances $400M of securitization debt on fee-based cash flows.
DigitalBridge arranged $400 million of Series 2026-1 securitized notes through subsidiaries, secured by investment management fees and related equity and fund interests. The structure includes $300 million fixed-rate Class A-2 term notes at 6.326% and a $100 million revolving variable funding facility.
The company used Class A-2 proceeds, after expenses and reserve deposits, to repay its existing Series 2021-1 securitization notes, effectively refinancing rather than expanding leverage. Both tranches feature quarterly interest and defined anticipated repayment dates in June 2029 and June 2031, with potential extensions and step-up interest after those dates.
Overall this is a capital-structure and liability-management event backed by relatively stable fee revenues, with long-dated legal maturity on the Class A-2 Notes in March 2056. Actual impact on leverage, interest expense and coverage will depend on future draws under the variable notes and the performance of the underlying fee streams.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total Series 2026-1 notes: $400,000,000 aggregate principal
Class A-2 term notes: $300,000,000 at 6.326%
Variable funding facility: Up to $100,000,000
+4 more
7 metrics
Total Series 2026-1 notes
$400,000,000 aggregate principal
Secured Fund Fee Revenue Notes issued May 11, 2026
Class A-2 term notes
$300,000,000 at 6.326%
Secured Fund Fee Revenue Notes, Series 2026-1, Class A-2
Variable funding facility
Up to $100,000,000
Series 2026-1 Secured Fund Fee Revenue Variable Funding Notes
Class A-2 anticipated repayment
June 2031
Anticipated repayment date for Series 2026-1 Class A-2 Notes
Class A-2 final maturity
March 2056
Final legal maturity of Series 2026-1 Class A-2 Notes
VFN anticipated repayment
June 2029
Anticipated repayment date for Series 2026-1 Variable Funding Notes, before extensions
Refinanced notes
Series 2021-1 securitization notes
Repaid using net proceeds of Class A-2 Notes
Key Terms
Secured Fund Fee Revenue Notes, Variable Funding Notes, Term SOFR Rate, securitization notes, +2 more
6 terms
Secured Fund Fee Revenue Notes financial
"issued $400,000,000 aggregate principal amount of Series 2026-1 Secured Fund Fee Revenue Notes"
Variable Funding Notes financial
"Secured Fund Fee Revenue Variable Funding Notes, Series 2026-1, Class A-1"
Variable funding notes are short-term debt instruments that function like adjustable-rate IOUs issued by a borrower to raise cash for a limited period. The interest rate or repayment schedule can change over time, similar to a loan with a variable interest rate, so they help issuers manage short-term funding needs. Investors care because these notes affect liquidity, yield and credit exposure — higher income potential can come with greater interest-rate and repayment risk.
Term SOFR Rate financial
"either the Base Rate or the Term SOFR Rate, in each case as more fully set forth"
Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.
securitization notes financial
"used to repay the outstanding Series 2021-1 securitization notes of the Co-Issuers"
Securitization notes are bonds created by pooling financial assets—like loans or mortgages—and selling slices of the future payments to investors. Think of it as slicing a loaf of bread: each slice gets a portion of the loaf’s value and risk, so some slices pay more but carry more chance of loss. Investors care because these notes provide income tied to the underlying loans’ performance, and they vary widely in credit quality, yield, liquidity and sensitivity to prepayments or defaults.
Indenture regulatory
"collectively with the Base Indenture, the “Indenture”), each among the Co-Issuers"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
forward-looking statements regulatory
"This press release may contain forward-looking statements within the meaning of the federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 11, 2026
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
(561 ) 544-7475
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
Written communications 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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 11, 2026 (the “Closing Date”), DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC (together the “Co-Issuers”), special-purpose, wholly-owned indirect subsidiaries of DigitalBridge Operating Company, LLC (“Parent”), a majority owned subsidiary of DigitalBridge Group, Inc. (the “Company”), completed a previously announced financing transaction and issued $400,000,000 aggregate principal amount of Series 2026-1 Secured Fund Fee Revenue Notes, consisting of up to $100,000,000 Secured Fund Fee Revenue Variable Funding Notes, Series 2026-1, Class A-1 (the “Series 2026-1 Variable Funding Notes”) and $300,000,000 aggregate principal amount of 6.326% Secured Fund Fee Revenue Notes, Series 2026-1, Class A-2 (the “Series 2026-1 Class A-2 Notes” and, together with the Series 2026-1 Variable Funding Notes, the “Series 2026-1 Notes”), in an offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Series 2026-1 Notes are secured by investment management fees earned by affiliates of the Company, as well as equity interests in certain portfolio companies and limited partnership interests in certain funds managed by affiliates of the Company, as collateral.
The Series 2026-1 Notes were issued under a Base Indenture, dated July 9, 2021 (as amended by the First Amendment to Base Indenture, dated as of April 1, 2022 and by the Second Amendment to Base Indenture, dated as of the Closing Date, the “Base Indenture”), a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1, and the related indenture supplement, dated as of May 11, 2026, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.2 (the “Series 2026-1 Supplement” and collectively with the Base Indenture, the “Indenture”), each among the Co-Issuers, DigitalBridge Holdings 1, LLC (“Holdings 1”), DigitalBridge Holdings 2, LLC (“Holdings 2”) and DigitalBridge Holdings 3, LLC (together with Holdings 1 and Holdings 2, collectively, the “Closing Date Asset Entities”), and Citibank, N.A., as trustee (in such capacity, the “Indenture Trustee”). The Indenture allows the Co-Issuers to issue additional series of notes in the future, subject to certain conditions.
Series 2026-1 Class A-2 Notes
Interest on the Series 2026-1 Class A-2 Notes is payable quarterly at a rate of 6.326% per annum. In addition, if the Co-Issuers fail to satisfy certain financial conditions set forth in the Indenture, they will be required to prepay principal on the Series 2026-1 Class A-2 Notes with available funds. The final maturity date of the Series 2026-1 Class A-2 Notes is in March 2056, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the Series 2026-1 Class A-2 Notes is in June 2031. If the Co-Issuers have not repaid or refinanced the Series 2026-1 Class A-2 Notes prior to the anticipated repayment date, additional interest will accrue on the unpaid principal balance of the Series 2026-1 Class A-2 Notes and the Series 2026-1 Class A-2 Notes will begin to amortize on a quarterly basis.
Series 2026-1 Variable Funding Notes
The Series 2026-1 Variable Funding Notes allow for drawings on a revolving basis. Drawings and certain additional terms relating to the Series 2026-1 Variable Funding Notes are governed by the Series 2026-1 Class A-1 Note Purchase Agreement, dated as of May 11, 2026 (the “Variable Funding Note Purchase Agreement”), a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, by and among the Co-Issuers, the Closing Date Asset Entities, DigitalBridge Investment Holdco, LLC, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as letter of credit provider and as administrative agent.
Interest payments and principal payments, if any, on the Series 2026-1 Variable Funding Notes will generally be based on, (i) with respect to advances funded by conduit investors through commercial paper, the weighted average daily commercial paper rate applicable to such conduit investors and (ii) with respect to other advances, either the Base Rate or the Term SOFR Rate, in each case as more fully set forth in the Variable Funding Note Purchase Agreement.
There is a commitment fee on the unused portion of the Series 2026-1 Variable Funding Notes facility, which will be calculated daily on the undrawn portion of the commitments as described in the Variable Funding Notes Purchase Agreement. As of the Closing Date, it is anticipated that the principal of and interest on the Series 2026-1 Variable Funding Notes will be repaid in full on or prior to June 2029, subject to two one-year extensions exercisable at the option of the Co-Issuers (subject to the satisfaction of certain conditions as set forth in the Variable Funding Note Purchase Agreement). Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the Series 2026-1 Variable Funding Notes. A portion of the Series 2026-1 Variable Funding Notes will be available for issuance as one or more letters of credit.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 8.01. | Other Events. | ||||
In connection with the completion of the refinancing transaction announced on May 1, 2026, the Company issued a press release on May 11, 2026, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit No. | Description | |||||||
| 4.1 | Second Amendment to Base Indenture, dated as of May 11, 2026, by and among DigitalBridge Issuer, LLC, DigitalBridge Co-Issuer, LLC, together as Co-Issuers, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Indenture Trustee | |||||||
| 4.2 | Series 2026-1 Supplement to Base Indenture, dated as of May 11, 2026, by and between DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers of the Series 2026-1 secured fund fee revenue notes, Class A-2, and Series 2026-1 variable funding senior notes, Class A-1, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Trustee. | |||||||
| 10.1 | Class A-1 Note Purchase Agreement, dated as of May 11, 2026, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, each of DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC, DigitalBridge Investment Holdco, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Barclays Bank PLC, as L/C Provider and Administrative Agent. | |||||||
| 99.1 | Press Release, dated May 11, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 15, 2026 | DIGITALBRIDGE GROUP, INC. | ||||||||||||||||||||||||
| By: | /s/ Thomas Mayrhofer | |||||||||||||||||||||||||
| Thomas Mayrhofer | ||||||||||||||||||||||||||
| Chief Financial Officer and Treasurer | ||||||||||||||||||||||||||
DigitalBridge Announces Closing of $400 Million of Securitized Notes May 11, 2026 $300 Million Secured Fund Fee Revenue Term Notes and $100 Million Variable Funding Notes BOCA RATON, Fla.--(BUSINESS WIRE)--May 11, 2026-- DigitalBridge Group, Inc. (NYSE: DBRG) (“DigitalBridge” or the “Company”) today announced the closing of two securitized financing note issuances totaling $400 million. Two of its subsidiaries, DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC (together, the “Co-Issuers”), closed the previously announced offering of $300 million aggregate principal amount of Series 2026-1 6.326% Secured Fund Fee Revenue Notes, Class A-2 (the “Class A-2 Notes”). Additionally, the Co-Issuers issued Series 2026-1 Secured Fund Fee Revenue Variable Funding Notes, Class A-1 (the “VFN Notes” and, together with the Class A-2 Notes, the “Series 2026-1 Notes”), which will allow the Co-Issuers to borrow up to $100 million on a revolving basis. The proceeds from the sale of the Class A-2 Notes, net of the payment of certain offering expenses and the deposits into certain reserve accounts, were used to repay the outstanding Series 2021-1 securitization notes of the Co-Issuers. Interest payments on the Series 2026-1 Notes are payable on a quarterly basis. The anticipated repayment date of the Class A-2 Notes is June 2031, and the anticipated repayment date of the VFN Notes is June 2029 (with the allowance of two further one-year extensions, subject to the satisfaction of certain customary conditions). This press release does not constitute an offer to sell or the solicitation of an offer to buy the Series 2026-1 Notes or any other security, nor will there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Series 2026-1 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Additional information regarding the terms of the Series 2026-1 Notes will be described in a Form 8-K to be filed with the SEC. About DigitalBridge 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. For more information, visit www.digitalbridge.com. Cautionary Statement regarding Forward-Looking Statements This press release may contain forward-looking statements within the meaning of the federal securities laws. 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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, expected use of proceeds from the sale of the Series 2026-1 Notes and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and its other reports filed from time to time with the U.S. Securities and Exchange Commission. All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. The Company is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511017442/en/ Investors: Severin White Managing Director (212) 547-2777 severin.white@digitalbridge.com Media: Joele Frank, Wilkinson Brimmer Katcher Jon Keehner (212) 355-4449 dbrg-jf@joelefrank.com Source: DigitalBridge Group, Inc. Exhibit 99.1