DigitalBridge CIO's shares convert at $16 in merger

Benjamin J. Jenkins reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

Benjamin J. Jenkins reported disposition transactions in this Form 4 filing. DigitalBridge Group, Inc.'s merger effective September 30, 2026 converted securities held by President & CIO Benjamin J. Jenkins and BJJ Analog, LLC into rights to cash consideration. BJJ Analog's 461,255 LTIP Units converted into OP units, and its 1,858,601 OP Units converted into rights to receive $16.00 per unit. Jenkins's 271,289 directly held Class A common shares converted into rights to receive $16.00 per share.

Insider Trade Summary

461,255 shares exercised/converted

Exercise 3 txns

Insider Jenkins Benjamin J.

Role President & CIO

Type	Security	Shares	Price	Value
Conversion	LTIP Units F3, F1	461,255	$0.00	$0.00
Disposition	OP Units F3, F1	1,858,601	$16.00	$29.74M
Disposition	Class A Common Stock F1, F2	271,289	$16.00	$4.34M

Holdings After Transaction: LTIP Units — 0 contracts (Indirect, Held by BJJ Analog, LLC); OP Units — 0 contracts (Indirect, Held by BJJ Analog, LLC); Class A Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. On September 30, 2026, pursuant to an Agreement and Plan of Merger, dated as of December 29, 2025 (the "Merger Agreement"), by and among DigitalBridge Group, Inc. (the "Issuer"), Duncan Holdco LLC, Duncan Sub I Inc. ("Merger Sub I"), Duncan Sub II LLC ("Merger Sub II") and DigitalBridge Operating Company, LLC (the "OP"), among other things, (i) Merger Sub I merged with and into the Issuer (the "Company Merger") with the Issuer surviving the Company Merger and (ii) Merger Sub II merged with and into the OP (the "OP Merger") with the OP surviving the OP Merger. At the effective time of the Company Merger (the "Company Merger Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.01 per share, (other than certain excluded shares) automatically converted into the right to receive $16.00 per share in cash, without interest and less any applicable withholding tax (the "Per Share Merger Consideration").
2. F2. Includes 184,512 shares of restricted Class A Common Stock. As of immediately prior to the Company Merger Effective Time, each outstanding share of restricted Class A Common Stock granted to the reporting person by the Issuer became fully vested, and as of the Company Merger Effective Time, automatically converted into the right to receive the Per Share Merger Consideration plus a cash payment equal to the accumulated dividend equivalents as of immediately prior to the Company Merger Effective Time (if any) in respect of such share of restricted Class A Common Stock.
3. F3. Pursuant to the Merger Agreement, each unvested long-term incentive unit of the OP (an "LTIP Unit") outstanding became vested in accordance with its terms as of the Business Day prior to the effective time of the OP Merger (the "OP Merger Effective Time"), and the Issuer, as the managing member of the OP, thereafter exercised its right to cause a forced redemption of each vested LTIP Unit eligible for conversion pursuant to the limited liability company agreement of the OP, such that as of immediately prior to the OP Merger Effective Time, each vested Company OP LTIP Unit was converted into one common unit of membership interest in the OP, which (other than certain excluded units) automatically converted into the right to receive $16.00 per unit in cash, without interest and less any applicable withholding tax.

Key Figures

LTIP Units converted: 461,255 units OP Units disposed: 1,858,601 units Class A common shares disposed: 271,289 shares +5 more

8 metrics

LTIP Units converted 461,255 units Held by BJJ Analog, LLC; September 30, 2026

OP Units disposed 1,858,601 units Held by BJJ Analog, LLC; September 30, 2026

Class A common shares disposed 271,289 shares Directly held by Benjamin J. Jenkins; September 30, 2026

Merger consideration $16.00 per unit Cash consideration for eligible OP units

Per Share Merger Consideration $16.00 per share Cash consideration for eligible common shares

LTIP Units following transaction 0 units Reported position following the transaction

OP Units following transaction 0 units Reported position following the transaction

Class A common shares following transaction 0 shares Reported position following the transaction

Key Terms

LTIP Unit, OP Merger Effective Time, Per Share Merger Consideration

3 terms

LTIP Unit technical

"each unvested long-term incentive unit of the OP (an "LTIP Unit")"

An LTIP unit is a piece of long-term compensation granted to executives or employees that represents a right to future company value, paid in cash, stock, or stock-like units if certain performance goals or time-based vesting conditions are met. Investors care because LTIP units can dilute existing shares when converted to stock, signal how management is paid and incentivized, and affect future cash flow if settled in cash—think of them like delayed bonuses tied to company performance.

OP Merger Effective Time technical

"the effective time of the OP Merger (the "OP Merger Effective Time")"

Per Share Merger Consideration financial

"the "Per Share Merger Consideration""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What DBRG securities were converted in the September 2026 merger?

The reported transactions include 461,255 LTIP Units held by BJJ Analog, LLC converted into OP units, followed by disposition of 1,858,601 OP Units held by the LLC and 271,289 directly held Class A common shares. The merger terms provided $16.00 in cash per eligible OP unit and common share, subject to applicable withholding tax.

How were Benjamin J. Jenkins's restricted DBRG shares treated in the merger?

The 271,289 directly held Class A common shares included 184,512 restricted shares. Those restricted shares became fully vested immediately before the Company Merger Effective Time and converted into rights to the per-share merger consideration plus cash for accumulated dividend equivalents, if any.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 06:00 PM Accepted by SEC EDGAR 10/02/2026 - 06:00 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jenkins Benjamin J.

(Last) (First) (Middle)

C/O DIGITALBRIDGE GROUP, INC.,

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DigitalBridge Group, Inc. [ DBRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CIO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/30/2026		D(1)		271,289(2)	D	$16(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(3)	09/30/2026		C(1)(3)			461,255	(3)	(3)	Class A Common Stock	461,255	$0(3)	0	I	Held by BJJ Analog, LLC
OP Units	(3)	09/30/2026		D(1)(3)			1,858,601	(3)	(3)	Class A Common Stock	1,858,601	$16(3)	0	I	Held by BJJ Analog, LLC

Explanation of Responses:

1. On September 30, 2026, pursuant to an Agreement and Plan of Merger, dated as of December 29, 2025 (the "Merger Agreement"), by and among DigitalBridge Group, Inc. (the "Issuer"), Duncan Holdco LLC, Duncan Sub I Inc. ("Merger Sub I"), Duncan Sub II LLC ("Merger Sub II") and DigitalBridge Operating Company, LLC (the "OP"), among other things, (i) Merger Sub I merged with and into the Issuer (the "Company Merger") with the Issuer surviving the Company Merger and (ii) Merger Sub II merged with and into the OP (the "OP Merger") with the OP surviving the OP Merger. At the effective time of the Company Merger (the "Company Merger Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.01 per share, (other than certain excluded shares) automatically converted into the right to receive $16.00 per share in cash, without interest and less any applicable withholding tax (the "Per Share Merger Consideration").

2. Includes 184,512 shares of restricted Class A Common Stock. As of immediately prior to the Company Merger Effective Time, each outstanding share of restricted Class A Common Stock granted to the reporting person by the Issuer became fully vested, and as of the Company Merger Effective Time, automatically converted into the right to receive the Per Share Merger Consideration plus a cash payment equal to the accumulated dividend equivalents as of immediately prior to the Company Merger Effective Time (if any) in respect of such share of restricted Class A Common Stock.

3. Pursuant to the Merger Agreement, each unvested long-term incentive unit of the OP (an "LTIP Unit") outstanding became vested in accordance with its terms as of the Business Day prior to the effective time of the OP Merger (the "OP Merger Effective Time"), and the Issuer, as the managing member of the OP, thereafter exercised its right to cause a forced redemption of each vested LTIP Unit eligible for conversion pursuant to the limited liability company agreement of the OP, such that as of immediately prior to the OP Merger Effective Time, each vested Company OP LTIP Unit was converted into one common unit of membership interest in the OP, which (other than certain excluded units) automatically converted into the right to receive $16.00 per unit in cash, without interest and less any applicable withholding tax.

Remarks:

	/s/ Blake Clardy, as Attorney-in-fact	10/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)