Amendment: SEC Form SCHEDULE 13G/A filed by DigitalBridge Group Inc.
$DBRG
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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DigitalBridge Group, Inc. (Name of Issuer) |
Class A common stock, par value $0.01 (Title of Class of Securities) |
25401T603 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 25401T603 |
| 1 | Names of Reporting Persons
Wafra Strategic Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,676,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The aggregate amount beneficially owned consists of 2,676,000 shares of Class A common stock of the Issuer that may be acquired within 60 days upon the exercise of warrants.
SCHEDULE 13G
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| CUSIP No. | 25401T603 |
| 1 | Names of Reporting Persons
WSH GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,676,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The aggregate amount beneficially owned consists of 2,676,000 shares of Class A common stock of the Issuer that may be acquired within 60 days upon the exercise of warrants.
SCHEDULE 13G
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| CUSIP No. | 25401T603 |
| 1 | Names of Reporting Persons
WAFRA INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,676,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The aggregate amount beneficially owned consists of 2,676,000 shares of Class A common stock of the Issuer that may be acquired within 60 days upon the exercise of warrants.
SCHEDULE 13G
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| CUSIP No. | 25401T603 |
| 1 | Names of Reporting Persons
Wafra Funds GP Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,676,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The aggregate amount beneficially owned consists of 2,676,000 shares of Class A common stock of the Issuer that may be acquired within 60 days upon the exercise of warrants.
SCHEDULE 13G
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| CUSIP No. | 25401T603 |
| 1 | Names of Reporting Persons
The Public Institution of Social Security | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
KUWAIT
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,676,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
EP |
Comment for Type of Reporting Person: The aggregate amount beneficially owned consists of 2,676,000 shares of Class A common stock of the Issuer that may be acquired within 60 days upon the exercise of warrants.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
DigitalBridge Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
750 Park of Commerce Drive, Suite 210, Boca Raton, Florida, 33487 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of the following persons:
(i) Wafra Strategic Holdings LP, a Bermuda limited partnership;
(ii) WSH GP LLC, a Delaware limited liability company;
(iii) Wafra Inc., a Delaware corporation;
(iv) Wafra Funds GP Inc., a Delaware corporation (together with (i) - (iii), the "Wafra Reporting Persons"); and
(v) The Public Institution of Social Security, a public pension plan that is indirectly owned and controlled by the government of the State of Kuwait ("PIFSS" and, together with the Wafra Reporting Persons, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Wafra Reporting Person is:
345 Park Avenue, 41st Floor
New York, New York 10154-0101.
The address of the principal business office of PIFSS is:
AlMurqab, Al-Soor St, Ta'aminat Building,
Kuwait City 13104 Kuwait. | |
| (c) | Citizenship:
The information in Item 4 on the cover pages to this Schedule 13G is hereby incorporated by reference. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.01 | |
| (e) | CUSIP No.:
25401T603 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information in Items 5 through 9 on the cover pages to this Schedule 13G is hereby incorporated by reference. | |
| (b) | Percent of class:
The information in Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
The percentages used herein are calculated based upon 185,345,899 shares of Class A common stock, which consist of (i) 182,669,899 shares of Class A common stock outstanding as of December 26, 2025, as reported in Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2025, and (ii) 2,676,000 shares of Class A common stock issuable within 60 days upon exercise of warrants, which shares are added to the total shares of Class A common stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Each Reporting Person: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Each Reporting Person: 2,676,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Each Reporting Person: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Each Reporting Person: 2,676,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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