Tracey E. Russell, Esq.

February 18, 2026

Tracey E. Russell, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

Re:

DigitalBridge Group, Inc. - Waiver Request of Ineligible Issuer Status under Rule

405 of the Securities Act of 1933

Dear Tracey E. Russell:

This is in response to your letter dated February 17, 2026 (“Waiver Letter”), written on

behalf of DigitalBridge Group, Inc. (“DigitalBridge”) requesting that DigitalBridge not be

considered an “ineligible issuer” under clause (1)(v) of the ineligible issuer definition in Rule 405

of the Securities Act of 1933 (“Securities Act”). DigitalBridge requests relief from being

considered an ineligible issuer under Rule 405, due to the entry of the Commission’s order on

September 3, 2024, against Colony Capital Investment Advisors, LLC (“Colony”), a subsidiary of

DigitalBridge, pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940

(“Order”).

Based on the facts and representations set forth in the Waiver Letter, we have determined

that DigitalBridge has made a showing of good cause under clause (2) of the definition of

ineligible issuer in Rule 405 of the Securities Act and that DigitalBridge should not be considered

an ineligible issuer by reason of the entry of the Order. Any different facts from those represented

or Colony’s failure to comply with the terms of the Order would require us to revisit our

determination that good cause has been shown and could constitute grounds to revoke or further

condition this waiver of ineligible issuer status. The Commission reserves the right, in its sole

discretion, to revoke or further condition this waiver under those circumstances.

For the Commission, by the Division of Corporation Finance, pursuant to delegated

authority.

Sincerely,

/s/ M. Hughes Bates

M. Hughes Bates

Chief, Office of Enforcement Liaison

Division of Corporation Finance

TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

WWW.SULLCROM.COM

125 Broad Street

New York, New York 10004-2498

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

BRUSSELS • FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

February 17, 2026

BY EMAIL

Office of Enforcement Liaison,

Division of Corporation Finance,

U.S. Securities and Exchange Commission,

100 F Street, NE,

Washington, DC 20549.

Re:

In the Matter of Colony Capital Investment Advisors, LLC

Dear Office of Enforcement Liaison:

We write on behalf of DigitalBridge Group, Inc. (“DigitalBridge” or the

“Company”) in connection with a settlement entered into by its subsidiary, Colony Capital

Investment Advisors, LLC (“CCIA”), and the Securities and Exchange Commission (the

“Commission”) relating to In the Matter of Colony Capital Investment Advisors, LLC. The

settlement resulted in the September 3, 2024, Order Instituting Administrative and Cease-andDesist Proceedings Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of

1940 (the “Advisers Act”), Making Findings, and Imposing Remedial Sanctions and a Ceaseand-Desist Order (the “Order”) against CCIA.

DigitalBridge is a publicly traded company listed on the New York Stock

Exchange and is a reporting company under the Securities Exchange Act of 1934.1

DigitalBridge changed its name from Colony Capital, Inc. (“Colony Capital”) on June 21, 2021,

in connection with the Company’s rebranding.2 DigitalBridge respectfully requests a waiver

1

On December 29, 2025, SoftBank Group Corp. (“SoftBank”) announced that it entered into a definitive

agreement to acquire DigitalBridge. The transaction contemplated in the agreement is expected to close in

the second half of 2026, after which point DigitalBridge will be a subsidiary of SoftBank. While the

Company has entered into this agreement, the Company believes it is important to regain its WKSI

eligibility in the event circumstances require the Company to access the capital markets quickly.

2

In 2019, Colony Capital acquired Digital Bridge Holdings LLC and began a significant transformation of

its business. From 2019 to 2021, the Company streamlined its operations to focus on a single business line

(digital infrastructure) as it sold or wound down its hospitality, industrial real estate, wellness and other

businesses, as well as many CCIA-managed investment vehicles (including those at issue in the Order). In

June 2021, the Company underwent a corporate rebranding, changing its name to DigitalBridge Group, Inc.

from Colony Capital, Inc. to reflect the transformation of the Company’s business model, as well as

substantial changes to the Company’s senior leadership, its board of directors and its focus on governance

and compliance. Additionally, in 2021, DigitalBridge relocated its corporate headquarters from Los

Angeles, California to Boca Raton, Florida.

4921-3683-2774 v.12

Office of Enforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission

-2-

from the Division of Corporation Finance (the “Division”) acting pursuant to its delegated

authority, or the Commission itself, determining that it is not necessary under the circumstances

to consider DigitalBridge an “ineligible issuer,” as defined in Rule 405 of the Securities Act of

1933 (the “Securities Act”). Consistent with each prong of the framework outlined in the

Division’s Revised Statement on Well-Known Seasoned Issuer Waivers (April 24, 2014) (the

“Revised Statement”), there is good cause to grant the requested waiver.

I.

Background

CCIA is registered with the Commission as an investment adviser and is an

indirect subsidiary of DigitalBridge’s operating company. The Order related to failures by CCIA

to follow certain contractually agreed procedures governing the timely disclosure of and consent

to expenses that CCIA allocated to certain funds it managed for services CCIA affiliates provided

to the funds.

CCIA’s advisory business is primarily focused on the management of private

equity funds, including private real estate investment funds. The limited partnership agreements

(“LPAs”) for certain real estate investment funds (the “Funds”) provided that the Funds, at the

direction of CCIA, could enter into transactions and agreements with CCIA affiliates and

specified how these transactions would be disclosed and approved. The LPAs required that

transactions with CCIA affiliates be fully disclosed in writing with the limited partners in

advance and consented to in writing or approved by the Funds’ limited partners. With respect to

one Fund, the LPA required that CCIA disclose to the Fund material amounts paid to affiliates in

the same fiscal year as the expenses were incurred. From at least 2017 to 2021, CCIA caused

certain of the Funds to incur and pay fees and expenses pursuant to various agreements between

the Funds and CCIA affiliates. The Order found that CCIA did not provide the required

disclosures to the Funds in advance relating to the agreements and did not obtain the required

approvals. In addition, CCIA failed to disclose certain expenses incurred by one Fund in

transactions with affiliates in the same fiscal year as the expenses were incurred, as the LPA for

that Fund required.

The Order also found that CCIA failed to adopt and implement written policies

and procedures reasonably designed to prevent violations of the Advisers Act in connection with

the use of affiliated service providers by its private funds. Specifically, CCIA’s compliance

manual did not address the use of affiliated service providers, the disclosure and approval

requirements for affiliated service providers with respect to the Funds, the determination of

market or arm’s-length rates regarding affiliated service providers, or the review and

determination of whether the terms and conditions of affiliated service providers complied with

the LPAs.

4921-3683-2774 v.12

Office of Enforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission

-3-

The Order found that CCIA willfully violated Sections 206(2) and 206(4) of the

Advisers Act and Rules 206(4)-7 and 206(4)-8 promulgated thereunder. Without admitting or

denying the findings in the Order, except as to the Commission’s jurisdiction over CCIA and the

subject matter of the proceeding, CCIA consented to the issuance of the Order and to (i) cease

and desist from committing or causing any violations and any future violations of Section 206(2)

and 206(4) of the Advisers Act and Rules 206(4)-7 and 206(4)-8 promulgated thereunder, (ii) be

censured, and (iii) pay a civil monetary penalty in the amount of $350,000. The Order

acknowledged CCIA’s remedial actions and its voluntary reimbursement of fees paid to a

particular affiliated service provider.

II.

Discussion

A Well-Known Seasoned Issuer (“WKSI”), as defined in Securities Act Rule 405,

is eligible to utilize significant reforms in the securities offering and communication processes

that the Commission adopted in 2005. A company that is an “ineligible issuer” is not a WKSI.

An issuer is an “ineligible issuer” if, in relevant part, “[w]ithin the past three years … the issuer

or any entity that at the time was a subsidiary of the issuer was made the subject of any judicial

or administrative decree or order arising out of a governmental action that: (A) Prohibits certain

conduct or activities regarding, including future violations of, the anti-fraud provisions of the

federal securities laws; (B) Requires that the person cease and desist from violating the anti-fraud

provisions of the federal securities laws; or (C) Determines that the person violated the anti-fraud

provisions of the federal securities laws.” The Order renders DigitalBridge an “ineligible issuer”

under Rule 405.

The Commission retains the authority under Rule 405 to determine “upon a

showing of good cause, that it is not necessary under the circumstances that the issuer be

considered an ineligible issuer.” The Commission has delegated the authority to the Division to

make such a determination.

For the reasons set forth below, we respectfully submit that there is good cause for

the Division, acting pursuant to its delegated authority, or the Commission, to determine that

granting the waiver in this case would be consistent with the public interest and the protection of

investors.

A. The Nature of the Violation and Whether the Violation Casts Doubt on the Ability of

the Issuer to Produce Reliable Disclosures

The Order found that CCIA failed to follow certain contractually agreed

procedures set out in governing documents of certain managed funds relating to the engagement

of, and payment to, affiliated entities providing services to the Funds. The Order also found that

4921-3683-2774 v.12

Office of Enforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission

-4-

CCIA failed to have policies and procedures in place to address engagements of affiliates by the

Funds.

The conduct described in the Order does not pertain to any disclosures in

documents filed with the Commission by DigitalBridge, including when it was named Colony

Capital, or to any other activities undertaken by those entities as an issuer of securities, nor does

the conduct involve fraud in connection with the purchase or sale or in the offer or sale of

DigitalBridge’s securities. The business functions and personnel responsible for the agreements

with affiliated service providers and compliance with those agreements were separate and apart

from both the business function and personnel responsible for the preparation and filing of

DigitalBridge’s public company disclosures and the business function and personnel responsible

for DigitalBridge’s securities offerings.

Accordingly, the violations described in the Order do not call into question

DigitalBridge’s ability to make reliable disclosures now or in the future.

B. The Order Is Not Criminal in Nature and Does Not Involve Scienter-Based Fraud

The Order does not involve a criminal conviction, and the Order does not involve

violations of scienter-based anti-fraud provisions of the securities laws.

C. The Persons Responsible for the Misconduct

The conduct described in the Order relates to CCIA’s failures to comply with its

obligations to alert certain fund clients in advance to the engagement of affiliated entities to

perform certain services for the funds, and to the compensation for such services. As noted

above, the functions responsible for the conduct described in the Order were and remain separate

from the function responsible for the preparation of DigitalBridge’s public company disclosures.

D. The Duration of the Misconduct

The conduct addressed in the Order occurred from at least 2017 to 2021.

E. Remedial Steps

As the Order recognized, CCIA made voluntary reimbursement of fees paid to a

particular affiliated service provider in connection with one of the Funds. CCIA also made

additional voluntary reimbursements of fees paid to other affiliated service providers. CCIA has

taken remedial steps to address the issues that are the subject of the Order. For instance:

4921-3683-2774 v.12

Office of Enforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission

•

-5-

CCIA took steps to address the absence of direct reference to affiliate transactions

and related conflicts in its Compliance Manual. In the November 2021 version of

the Compliance Manual, CCIA introduced a policy that specifically addressed the

use of affiliated service providers, titled “Review of Third-Party and Affiliated

Service Providers Policy.” This section, with periodic revisions, also appeared in

all subsequent versions of the Compliance Manual that took effect during the

remainder of the Relevant Period. The policy acknowledged that CCIA may be

subject to conflicts of interest with respect to transactions with affiliates and set

forth procedures designed to mitigate any such conflicts. For example:

4921-3683-2774 v.12

•

The policy established (i) processes for approving entry into related-party

transactions (including assessment of compliance with applicable fund

documents and any notice or approval requirements) and (ii) procedures

for disclosing affiliate engagements to investors. The approval process

entails approval by the Legal and/or Compliance departments that is

documented in writing and confirmation that related-party transactions

provide services in addition to the investment services provided by CCIA.

The disclosure process entails ensuring that all engagements of affiliated

entities and the corresponding payments or reimbursements are disclosed

in audited financial statements, Form ADV Part 2A, advisory committee

meeting materials, and other reporting documents. Any disclosures must

be reviewed and approved by the Legal and/or Compliance departments.

•

The policy stated that clients must receive fee rates from affiliates that

were no less favorable than those available from unaffiliated third parties

providing comparable services. CCIA must maintain documentation

supporting the observance of this requirement.

•

The policy set forth procedures governing billing practices relating to

reimbursement by clients of CCIA compensation expenses. Supervisory

personnel and the Compliance department must review billing and

reimbursement documentation for reasonableness.

•

And, finally, the policy mandated annual compliance testing of

transactions with affiliated service providers. The compliance testing

includes reviewing for compliance with offering document requirements,

accuracy of disclosures, and consistency of payments and reimbursements

with corresponding provisions in written agreements.

Office of Enforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission

•

-6-

CCIA updated its Risk Matrix to include strengthened controls regarding affiliate

transactions:

•

In 2020, CCIA began updating its Risk Matrix to include a “Review of

Affiliated Service Providers” section, which addresses risks concerning

the disclosure of transactions with affiliated service providers, compliance

of such transactions with fund governing documents, oversight of

payments to affiliates, and attention to affiliate transactions by the

compliance department. In 2021, CCIA further updated this section of the

Risk Matrix to more extensively outline new controls regarding affiliate

transactions.

Moreover, in connection with the 2021 rebranding to DigitalBridge (see

discussion at footnote 2), DigitalBridge took further steps to improve relevant processes and

controls throughout the transformed company:

•

Since June 2021, DigitalBridge has continued to review and revise the Risk Matrix

as well as the policies and procedures in the Compliance Manual regarding

transactions with affiliated service providers.

•

DigitalBridge has also made updates to CCIA’s Risk Matrix to include enhanced

controls for procedures and reviews of affiliated service providers.

•

DigitalBridge has made additions to the CCIA Compliance Manual and its related

advisers’ Codes of Conduct to specifically address (or improve upon existing

provisions regarding) enhanced policies and procedures for transactions with

affiliated service providers.

•

Since June 2021, DigitalBridge has continued to review and revise Form ADV, Part

2A, and fund financial statements to disclose expressly, where applicable, that cost

reimbursements to affiliates include employee compensation expense and allocated

overhead expenses. In addition, DigitalBridge continues to review and revise fund

financial statements to include specific references to applicable LPA provisions

permitting transactions with affiliates.

•

DigitalBridge added additional employees to its compliance function (which now

includes seven employees) and hired heads of compliance in DigitalBridge’s

Singapore and London offices (who report to DigitalBridge’s Chief Compliance

Officer in the United States). Since 2021, and with the additional personnel,

DigitalBridge’s compliance function implemented a formal process to engage in

4921-3683-2774 v.12

Office of Enforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission

-7-

quarterly discussions with the legal and accounting functions and other senior

executives to ensure there is a regular flow of information, including with respect

to affiliate relationships that require monitoring by compliance. Further,

DigitalBridge implemented a more formal approval process with respect to

proposed affiliate relationships, which process will include representatives from

legal and compliance.

•

In June 2022, DigitalBridge reconstituted the Conflicts Committee, which it had

originally formed in 2021 as the Allocation Committee, to serve as a forum for

discussion and guidance in connection with conflicts that may arise with respect to

DigitalBridge and its clients or investors. The Conflicts Committee’s mandate

includes scrutiny of transactions between funds and DigitalBridge affiliates.

F. Previous Actions

Neither DigitalBridge nor its predecessor, Colony Capital, has requested or

received a Rule 405 waiver from the Commission.

G. Impact on Issuer if Request is Denied

If the Commission were to deny DigitalBridge’s request for a waiver, the impact

on DigitalBridge would be a disproportionate hardship in light of the nature of the misconduct

and could result in burdens and limitations on DigitalBridge that are not necessary for the public

interest or for the protection of investors.

DigitalBridge is a leading global alternative asset manager dedicated to investing

in digital infrastructure, including cell towers, data centers, fiber, small cells, and edge

infrastructure, (both directly and through its subsidiaries). DigitalBridge has relied on the

availability of an automatic shelf registration statement in the past to register shares of its

common stock pursuant to shareholder registration rights. In 2023, the Company registered

nearly 42 million shares of its common stock (at a current value of approximately $482 million)

pursuant to registration rights held by holders of convertible notes issued by the operating

company in a private placement. The Company also registered 500,000 shares of its common

stock (at a current value of approximately $6 million) in connection with its Dividend

Reinvestment and Direct Stock Purchase Plan.

Although the availability of a standard shelf registration statement subject to a

declaration of effectiveness by the Commission allows a registrant to respond to market

conditions under most circumstances, it is an imperfect substitute for an automatic shelf

registration statement, particularly in respect of the Company’s selling stockholders who hold

registration rights in the Company’s common stock. Many such stockholders acquire the

4921-3683-2774 v.12

Office of Enforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission

-8-

Company’s securities in transactions exempt from the Securities Act’s registration requirements

and the securities must be registered under the Securities Act before the stockholder can sell.

Because the Company must currently conduct offerings off a non-automatic shelf registration

statement, it is possible that these stockholders, as well as the Company to the extent it wishes to

raise capital for itself and its operating company, could experience a window prior to the

effective date of the registration statement, during which time they would be unable to swiftly

access the capital markets if required.

III.

Conclusion

DigitalBridge respectfully submits that the Division, on behalf of the

Commission, or the Commission itself, should grant the request for this waiver. The Order does

not find violations of scienter-based fraud or involve criminal conduct, and CCIA took remedial

efforts to address the conduct at issue in the Order. The departments and personnel involved in

the conduct alleged in the Order are distinct from those that handle the parent company’s public

disclosures and the Company has significantly strengthened its company-wide controls and

compliance program since the time of the subsidiary’s violations. In light of these

considerations, DigitalBridge respectfully submits that it has shown good cause that it is not

necessary under the circumstances for DigitalBridge to be considered an “ineligible issuer.”

Accordingly, DigitalBridge requests that the Division, on behalf of the Commission, or the

Commission itself make the determination that there is good cause for DigitalBridge not to be

considered an “ineligible issuer” as a result of the Order.

If you have any questions regarding any of the foregoing, please do not hesitate to

contact me at 212.558.3289.

Sincerely,

Tracey E. Russell

cc:

Geoffrey Goldschein

Kristen Whealon

(DigitalBridge Group, Inc.)

Steven Peikin

(Sullivan & Cromwell LLP)

4921-3683-2774 v.12