DigitalBridge CFO disposes of 283,532 merger shares

The merger consideration was $16.00 in cash per eligible share, and Mayrhofer's reported direct holdings after the transaction were zero.

Rhea-AI Filing Summary

DigitalBridge Group, Inc. CFO and Treasurer Thomas B. Mayrhofer reported a disposition to the issuer of 283,532 Class A common shares on September 30, 2026, in connection with the merger. The merger terms provided that each issued and outstanding share, other than certain excluded shares, automatically converted into a right to receive $16.00 per share in cash, without interest and less applicable withholding tax. His reported direct holdings after the transaction were 0 shares.

Insider Trade Summary

Disposition: 283,532 shares

Disposition 1 txn

Insider Mayrhofer Thomas B

Role CFO and Treasurer

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F1, F2	283,532	$16.00	$4.54M

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Footnotes (2)

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 226,367 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.

Key Figures

Shares disposed: 283,532 shares Per-share merger consideration: $16.00 per share Direct shares following transaction: 0 shares +1 more

4 metrics

Shares disposed 283,532 shares Class A common shares; September 30, 2026

Per-share merger consideration $16.00 per share Cash consideration under the merger terms

Direct shares following transaction 0 shares Reported position after the transaction

Restricted shares included 226,367 shares Class A Common Stock

Key Terms

Per Share Merger Consideration, Company Merger Effective Time, restricted Class A Common Stock, accumulated dividend equivalents

4 terms

Per Share Merger Consideration financial

"the "Per Share Merger Consideration""

Company Merger Effective Time technical

"the "Company Merger Effective Time""

restricted Class A Common Stock financial

"shares of restricted Class A Common Stock"

accumulated dividend equivalents financial

"the accumulated dividend equivalents as of immediately prior"

FAQ

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

How many DBRG shares did CFO Thomas B. Mayrhofer dispose of, and what was the merger consideration?

Thomas B. Mayrhofer reported a disposition to the issuer of 283,532 Class A common shares on September 30, 2026. Under the merger terms, each issued and outstanding share, other than certain excluded shares, converted into a right to receive $16.00 per share in cash, without interest and less applicable withholding tax.

How were Thomas B. Mayrhofer's restricted DBRG shares treated in the merger?

226,367 restricted Class A common shares were included in the reported transaction. Each became fully vested immediately before the Company Merger Effective Time and converted into a right to receive the merger consideration plus a cash payment equal to accumulated dividend equivalents, if any, as of immediately before that time.

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

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Available on EDGAR 10/02/2026 - 06:01 PM Accepted by SEC EDGAR 10/02/2026 - 06:01 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
Estimated average burden
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^*

Mayrhofer Thomas B

(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)
	CFO and Treasurer

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)		283,532(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

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 226,367 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.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)