Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, DigitalBridge Group, Inc. (the "Company"), through the Company's operating company, DigitalBridge Operating Company, LLC ("DBOC"), and DigitalBridge Investment Holdco, LLC (the "Buyer"), a wholly-owned indirect subsidiary of DBOC, entered into an Equity Purchase Agreement dated as of April 27, 2022 (the "Original Agreement") with AMP Group Holdings Limited and AMP Capital Investors International Holdings Limited (the "Seller"), pursuant to which the Buyer agreed to acquire certain interests comprising the Seller's global infrastructure equity investment management business (the "Transaction").

On December 19, 2022, the parties to the Original Agreement amended and restated the Original Agreement (such agreement, as amended and restated, the "A&R Agreement") to, among other things, adjust the consideration payable for the Sponsor Capital (as defined in the A&R Agreement). Prior to the parties entering into the A&R Agreement, the terms of the Original Agreement provided that if the Transaction was completed during the first quarter of 2023, the purchase price for the Transaction would have been increased or decreased (as applicable) in an amount equal to the increase or decrease in the value of the Sponsor Capital between June 30, 2022 and December 31, 2022. The modified terms in the A&R Agreement provide that if the Transaction is completed during the first quarter of 2023 (as presently expected), the purchase price for the Transaction will be increased or decreased (as applicable) in an amount equal to the increase or decrease in the value of the Sponsor Capital between June 30, 2022 and December 31, 2022; however, if the amount of such increase or decrease exceeds $6,256,889.55 (that is, five percent of the value of Sponsor Capital on June 30, 2022) then fifty percent of such increase or decrease in excess of $6,256,889.55 will be disregarded in the calculation of the purchase price adjustment described in this sentence. For purposes of the purchase price adjustment described in the preceding sentence, the net asset value of the Sponsor Capital as of December 31, 2022 will exclude all capital contributions and all distributions made with respect to the Sponsor Capital after June 30, 2022 and prior to completion of the Transaction; any such capital contributions will increase the purchase price for the Transaction dollar-for-dollar, and any such distributions will decrease the purchase price for the Transaction dollar-for-dollar.

The foregoing description of the A&R Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



   Exhibit No.          Description
      10.1                Amended and Restated Equity Purchase Agreement, by and
                        among AMP Group Holdings Limited, AMP Capital Investors
                        International Holdings Limited, DigitalBridge Operating
                        Company, LLC and DigitalBridge Investment Holdco, LLC,
                        dated as of December     19    , 2022
       104              Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)

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