Material Agreement (Form 8-K)

Agreement and Plan of Merger

On December 29, 2025 (the "Signing Date"), DigitalBridge Group, Inc., a Maryland corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Duncan Holdco LLC, a Delaware limited liability company ("Parent"), Duncan Sub I Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub I"), Duncan Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub I ("Merger Sub II"), and DigitalBridge Operating Company, LLC, a Delaware limited liability company ("Company OP"). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Merger Agreement, which is attached hereto as Exhibit 2.1.

Subject to the terms and conditions in the Merger Agreement, at the closing of the transactions (a) Merger Sub I will merge with and into the Company (the "Company Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation"), and (b) Merger Sub II will merge with and into Company OP (the "LLC Merger", and together with the Company Merger, the "Mergers"), with Company OP continuing as the surviving company (the "Surviving Company").

The board of directors of the Company (the "Board"), acting on the unanimous recommendation of a committee of the Board consisting solely of independent and disinterested directors, has unanimously approved and determined advisable the Mergers contemplated by the Merger Agreement and resolved to recommend that the stockholders of the Company vote in favor of approval of the Company Merger.

Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Company Merger (the "Company Merger Effective Time"), (a) each share of Class A common stock, par value $0.01 per share, of the Company ("Class A Common Stock"), (b) each share of Class B common stock, par value $0.01 per share, of the Company ("Class B Common Stock"), and (c) each share of Performance Common Stock, par value $0.01 per share, of the Company ("Performance Common Stock" and together with the Class A Common Stock and Class B Common Stock, the "Company Common Stock"), issued and outstanding immediately prior to the Company Merger Effective Time (other than any shares of Company Common Stock held by Parent or any of Parent's affiliates, any direct or indirect subsidiary of the Company, or any person who properly exercises appraisal rights under Maryland law or the Company's charter) will be converted into the right to receive $16.00 in cash, without interest and subject to any withholding required under applicable law (the "Common Stock Consideration"). In addition, unless otherwise agreed in writing between the applicable holder of a Company OP Common Unit and Parent, at the effective time of the LLC Merger (the "LLC Merger Effective Time"), each Company OP Common Unit issued and outstanding immediately prior to the LLC Merger Effective Time (other than any Company OP Common Unit held by the Company or Company OP) will be converted into the right to receive $16.00 in cash, without interest and subject to any withholding required under applicable law (the "LLC Merger Consideration").

Each share of Company preferred stock outstanding immediately prior to the Company Merger will remain outstanding as a share of preferred stock of the Surviving Corporation. Each Company OP preferred unit outstanding immediately prior to the LLC Merger will remain outstanding as a preferred unit of the Surviving Company. Each warrant to purchase Company Common Stock will be treated in accordance with the terms of the applicable warrant agreement.