DigitalBridge director disposes of 58,997 shares

The merger's $16.00-per-share cash consideration applied to the reported shares, including restricted shares that vested immediately before the effective time.

Rhea-AI Filing Summary

DigitalBridge Group, Inc. director David Tolley reported the disposition of 58,997 Class A common shares on September 30, 2026, in connection with the merger. At the effective time, the shares automatically converted into the right to receive $16.00 per share in cash, without interest and less applicable withholding tax. The reported share count includes 11,190 restricted shares, which became fully vested immediately before the effective time and carried a right to any accumulated dividend equivalents. Tolley’s reported direct holdings after the transaction were zero shares.

Insider Trade Summary

Disposition: 58,997 shares

Disposition 1 txn

Insider Tolley David

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F1, F2	58,997	$16.00	$944K

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 and DigitalBridge Operating Company, LLC, among other things, Merger Sub I merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger. At the effective time of the Merger (the "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"). Pursuant to the Merger Agreement, as of the Effective Time, each deferred stock unit outstanding became fully vested, was cancelled and converted into the right to receive the Per Share Merger Consideration.
2. F2. Includes 11,190 shares of restricted Class A Common Stock. As of immediately prior to the 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 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 Effective Time (if any) in respect of such share of restricted Class A Common Stock.

Key Figures

Disposition: 58,997 Class A common shares Merger consideration: $16.00 per share Restricted shares: 11,190 shares +1 more

4 metrics

Disposition 58,997 Class A common shares Reported September 30, 2026; includes restricted shares.

Merger consideration $16.00 per share Cash, without interest and less applicable withholding tax.

Restricted shares 11,190 shares Included in the reported disposition; fully vested immediately before the effective time.

Direct holdings after transaction 0 shares Reported following the transaction.

Key Terms

Per Share Merger Consideration, deferred stock unit, restricted Class A Common Stock, accumulated dividend equivalents

4 terms

Per Share Merger Consideration financial

"the "Per Share Merger Consideration""

deferred stock unit financial

"each deferred stock unit outstanding became fully vested"

A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.

restricted Class A Common Stock financial

"11,190 shares of restricted Class A Common Stock"

accumulated dividend equivalents financial

"cash payment equal to the accumulated dividend equivalents"

FAQ

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

How many DBRG shares did director David Tolley dispose of?

David Tolley, a director of DBRG, reported the disposition of 58,997 Class A common shares on September 30, 2026, in connection with the merger. His reported direct holdings after the transaction were zero shares.

What did the DBRG merger provide for David Tolley's shares?

At the effective time, each issued and outstanding common share other than certain excluded shares automatically converted into the right to receive $16.00 per share in cash, without interest and less applicable withholding tax. Tolley's restricted shares also carried a right to any accumulated dividend equivalents.

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 - 06:00 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
Estimated average burden
hours per response:			0.5

X

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^*

Tolley David

(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)

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

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)		58,997(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 and DigitalBridge Operating Company, LLC, among other things, Merger Sub I merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger. At the effective time of the Merger (the "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"). Pursuant to the Merger Agreement, as of the Effective Time, each deferred stock unit outstanding became fully vested, was cancelled and converted into the right to receive the Per Share Merger Consideration.

2. Includes 11,190 shares of restricted Class A Common Stock. As of immediately prior to the 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 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 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)