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DigitalBridge CLO returns 155,001 shares in merger

The CLO and Secretary's reported shares included 102,557 restricted shares that vested immediately before the merger became effective.

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Form Type
4

Rhea-AI Filing Summary

DigitalBridge Group, Inc. (DBRG) reports that its CLO and Secretary, Geoffrey Goldschein, returned 155,001 directly held Class A common shares to the issuer on September 30, 2026, in connection with the merger. The shares converted into a right to receive $16.00 per share in cash, without interest and less applicable withholding tax; Goldschein reported zero shares following the transaction.

Insights

Analyzing...

Insider Goldschein Geoffrey
Role CLO and Secretary
Type Security Shares Price Value
Disposition Class A Common Stock F1, F2 155,001 $16.00 $2.48M
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 102,557 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.
Shares returned to issuer 155,001 shares September 30, 2026
Per Share Merger Consideration $16.00 per share Cash consideration, without interest and less applicable withholding tax
Restricted Class A common shares 102,557 shares Included in the reported transaction
Shares following transaction 0 shares Goldschein's reported direct holdings
Company Merger Effective Time technical
"At the effective time of the Company Merger"
Per Share Merger Consideration financial
"the Per Share Merger Consideration"
restricted Class A Common Stock financial
"Includes 102,557 shares of restricted Class A Common Stock"
accumulated dividend equivalents financial
"a 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 Geoffrey Goldschein return to the issuer?

Geoffrey Goldschein returned 155,001 directly held Class A common shares on September 30, 2026. The shares converted into a right to receive $16.00 per share in cash, without interest and less applicable withholding tax. His reported holdings after the transaction were zero, and no Rule 10b5-1 plan is reported.

What happened to Geoffrey Goldschein's restricted DBRG shares in the merger?

102,557 restricted Class A common shares became fully vested immediately before the Company Merger Effective Time. At the effective time, they converted into a right to receive the Per Share Merger Consideration plus a cash payment equal to accumulated dividend equivalents, if any.

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*
Goldschein Geoffrey

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CLO and Secretary
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)155,001(2)D$16(1)(2)0D
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. Includes 102,557 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-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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