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DigitalBridge CEO disposes of 2.78M shares in merger

The merger terms converted eligible common shares into a right to $16.00 per share in cash; 357,860 unvested shares remained subject to vesting.

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Form Type
4

Rhea-AI Filing Summary

DigitalBridge Group, Inc. CEO and director Marc C. Ganzi disposed of 2,779,201 shares of Class A Common Stock on September 30, 2026, in connection with the merger. Under the merger terms, issued and outstanding common stock converted into the right to receive $16.00 per share in cash, without interest and less applicable withholding tax. After the merger effective time, 357,860 unvested shares remained outstanding subject to the same terms, including vesting, as before.

Insights

Analyzing...

Insider Ganzi Marc C
Role CEO
Type Security Shares Price Value
Disposition Class A Common Stock F1, F2 2,779,201 $16.00 $44.47M
Holdings After Transaction: Class A Common Stock — 357,860 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. Represents unvested shares of restricted Class A Common Stock held by the reporting person that remained outstanding following the Company Merger Effective Time subject to the same terms and conditions (including vesting) as applied as of immediately prior to the Company Merger Effective Time.
Class A Common Stock disposed 2,779,201 shares September 30, 2026
Per Share Merger Consideration $16.00 per share Cash consideration under the merger terms
Unvested shares remaining 357,860 shares Remaining outstanding after the merger effective time
Per Share Merger Consideration financial
"the "Per Share Merger Consideration""
Company Merger Effective Time technical
"At the effective time of the Company Merger"
restricted Class A Common Stock financial
"unvested shares of restricted Class A Common Stock"

FAQ

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

How many DBRG shares did Marc C. Ganzi dispose of, and what consideration applied?

CEO and director Marc C. Ganzi disposed of 2,779,201 shares on September 30, 2026. Under the merger terms, issued and outstanding common shares converted into a right to receive $16.00 per share in cash, without interest and less applicable withholding tax.

What happened to Marc C. Ganzi’s remaining restricted DBRG shares after the merger?

357,860 unvested shares of restricted Class A Common Stock remained outstanding after the merger effective time and remained subject to the same terms and conditions, including vesting, that applied immediately beforehand.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Ganzi Marc C

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/30/2026D(1)2,779,201D$16(1)357,860(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Represents unvested shares of restricted Class A Common Stock held by the reporting person that remained outstanding following the Company Merger Effective Time subject to the same terms and conditions (including vesting) as applied as of immediately prior to the Company Merger Effective Time.
Remarks:
/s/ Blake Clardy, as Attorney-in-fact10/02/2026
** Signature of Reporting PersonDate
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)

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