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DigitalBridge (NYSE: DBRG) adds 6M plan shares after shareholder vote

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DigitalBridge Group, Inc. reported that on May 28, 2026 it issued 2,358,601 shares of Class A common stock to an Operating Partnership unitholder, satisfying a redemption on a one-for-one basis under its OP unit structure, relying on Section 4(a)(2) of the Securities Act.

At its 2026 Annual Meeting, stockholders approved an amendment to the 2024 Omnibus Stock Incentive Plan, increasing shares of Class A common stock authorized for issuance under the plan by 6,000,000. Stockholders also elected all director nominees, approved executive compensation on an advisory basis, approved the plan amendment, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
OP unit redemption shares 2,358,601 shares Class A common stock issued May 28, 2026 for OP unit redemption
Omnibus Plan share increase 6,000,000 shares Additional Class A shares authorized under 2024 Omnibus Stock Incentive Plan
Say-on-pay support 73,139,847 votes For Advisory vote on executive compensation at 2026 Annual Meeting
Plan Amendment approval votes 118,023,425 votes For Proposal to approve Omnibus Plan Amendment
Auditor ratification votes 147,487,500 votes For Ratification of Ernst & Young LLP for fiscal year ending Dec 31, 2026
Operating Partnership units financial
"Holders of membership units in the OP (“OP units”) have the right"
Operating partnership units are ownership stakes in a limited partnership that typically sits under a real estate investment trust or similar corporate structure; each unit represents a claim on the partnership’s cash flow and assets and is often convertible into the parent company’s common shares. For investors, these units matter because they convey economic interest and potential voting influence, can be used to compensate managers, and may dilute or change the value of common shares — think of them as second-layer shares that interact with the main stock like shares in a holding company.
Omnibus Stock Incentive Plan financial
"DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan (the “Omnibus Plan”)"
advisory, non-binding basis financial
"stockholders approved (on an advisory, non-binding basis) the compensation"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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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 28, 2026
DIGITALBRIDGE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland001-3798046-4591526
(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, 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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par valueDBRGNew York Stock Exchange
Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par valueDBRG.PRHNew York Stock Exchange
Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par valueDBRG.PRINew York Stock Exchange
Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par valueDBRG.PRJNew 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 (§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 3.02.
Unregistered Sales of Equity Securities
Redemption of Membership Units in DigitalBridge Operating Company, LLC (the "OP")

Holders of membership units in the OP (“OP units”) have the right to require the OP to redeem all or a portion of their OP units for cash or, at our option, shares of class A common stock of DigitalBridge Group, Inc. (the “Company”) on a one-for-one basis. On May 28, 2026 2,358,601 shares of class A common stock were issued in satisfaction of a redemption request by an OP unit holder. The shares of class A common stock were issued in reliance on 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported in Item 5.07 below, the stockholders of the Company approved an amendment (the “Plan Amendment”) to the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan (the “Omnibus Plan”) at the Company’s 2026 Annual Meeting of Stockholders, which was held on Thursday, May 28, 2026 (the “Annual Meeting”). The Plan Amendment had previously been approved by the Company’s Board of Directors, subject to stockholder approval. The Plan Amendment increases the shares of class A common stock authorized for issuance under the Omnibus Plan by 6,000,000.

A detailed summary of the Omnibus Plan and the Plan Amendment appears on pages 64-77 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). That summary is incorporated herein by reference.

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.

Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 28, 2026, the Company held its Annual Meeting to vote on the proposals described in the Company’s Proxy Statement. The final results for the votes regarding each proposal are set forth below.

Proposal 1: Election of Directors

The following persons were duly elected to the Company’s Board of Directors to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, by the following vote:

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
James Keith Brown
89,516,687 28,567,187 3,940,660 26,255,576 
Nancy A. Curtin
116,268,367 1,814,308 3,941,859 26,255,576 
Jeannie H. Diefenderfer
89,303,561 28,779,393 3,941,580 26,255,576 
Marc C. Ganzi
117,377,943 708,869 3,937,722 26,255,576 
Gregory J. McCray
82,635,632 35,446,208 3,942,694 26,255,576 
Sháka Rasheed
117,305,244 758,403 3,960,887 26,255,576 
Dale Anne Reiss
117,011,975 1,071,203 3,941,356 26,255,576 
David M. Tolley
116,956,195 1,120,415 3,947,924 26,255,576 
Jay Wintrob117,143,660 933,392 3,947,482 26,255,576 

Proposal 2: Advisory Vote on Executive Compensation



The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and executive compensation tables of the Proxy Statement. The table below sets forth the voting results for this proposal:


Votes For
Votes Against
Abstentions
Broker Non-Votes
73,139,84748,477,618407,06926,255,576

Proposal 3: Approval of the Amendment to the Omnibus Plan.

The Company’s stockholders approved the Plan Amendment. The table below sets forth the voting results for this proposal:

Votes For
Votes Against
Abstentions
Broker Non-Votes
118,023,4253,924,13276,97826,255,576


Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
147,487,500726,39566,216—

Item 9.01.    Financial Statements and Exhibits.

Exhibit No.Description
10.1*
First Amendment to DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith.


















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 29, 2026
DIGITALBRIDGE GROUP, INC.
By:
/s/ Thomas Mayrhofer
Thomas Mayrhofer
Chief Financial Officer and Treasurer



Source: View Original Filing on SEC EDGAR

FAQ

What share issuance did DigitalBridge (DBRG) report on May 28, 2026?

DigitalBridge issued 2,358,601 shares of Class A common stock on May 28, 2026. These shares were delivered to an Operating Partnership unitholder to satisfy a redemption request on a one-for-one basis, relying on Section 4(a)(2) of the Securities Act for the issuance.

How many additional shares did DigitalBridge (DBRG) add to its 2024 Omnibus Stock Incentive Plan?

Stockholders approved adding 6,000,000 shares of Class A common stock to the 2024 Omnibus Stock Incentive Plan. This plan amendment increases the pool of shares available for equity-based awards to directors, officers and employees under the company’s omnibus incentive program.

Were DigitalBridge (DBRG) director nominees elected at the 2026 Annual Meeting?

All listed director nominees were elected to serve until the 2027 Annual Meeting. Each nominee, including Marc C. Ganzi and other directors, received more votes “For” than “Against,” with additional abstentions and broker non-votes reported in the detailed voting table.

How did DigitalBridge (DBRG) stockholders vote on executive compensation?

Stockholders approved executive compensation on an advisory, non-binding basis. The vote totals were 73,139,847 shares “For,” 48,477,618 “Against,” and 407,069 abstentions, with 26,255,576 broker non-votes, reflecting support for the compensation described in the proxy statement.

Did DigitalBridge (DBRG) stockholders approve the Omnibus Plan Amendment?

Yes, stockholders approved the amendment to the 2024 Omnibus Stock Incentive Plan. Voting results showed 118,023,425 shares “For,” 3,924,132 “Against,” and 76,978 abstentions, with 26,255,576 broker non-votes, authorizing 6,000,000 additional shares for issuance under the plan.

Which audit firm did DigitalBridge (DBRG) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 147,487,500 shares “For,” 726,395 “Against,” and 66,216 abstentions, with no broker non-votes reported on this proposal.

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