BAER Form 4: Director Jeffrey Kelter granted 400,000 RSUs

Rhea-AI Filing Summary

Bridger Aerospace Group Holdings, Inc. (BAER)November 25, 2025, Mr. Kelter received 400,000 RSUs at a price of $0.00 per share, with 300,000 RSUs vesting in full on that date and the remaining 100,000 RSUs scheduled to vest on the 12-month anniversary of the grant date, subject to continued service. Following this transaction, he beneficially owns 628,224 shares of common stock directly, plus additional indirect holdings through K5 Equity Capital Holdings, LLC and Windy Point Investments LLC, some of which are subject to earnout vesting conditions tied to volume-weighted average price targets.

11/26/2025 - 04:30 PM

SEC Form 4

FORM 4

UNITED 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

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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^*

KELTER JEFFREY E

(Last) (First) (Middle)

C/O/ BRIDGER AEROSPACE GROUP HLDGS, INC.

90 AVIATION LANE

(Street)

BELGRADE MT 59714

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridger Aerospace Group Holdings, Inc. [ BAER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/25/2025		A		400,000(1)	A	$0.00	628,224(2)	D
Common Stock								202,020	I(3)	By K5 Equity Capital Holdings, LLC(3)
Common Stock								527,800(4)	I(5)	By Windy Point Investments LLC(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. 300,000 of these RSUs vested in full on November 25, 2025 (the "Grant Date"), and 100,000 of these RSUs shall vest on the 12-month anniversary of the Grant Date, subject to the Reporting Person's continued service through such date.

2. Includes 42,498 shares which vest generally as follows: (i) 50% of the shares vest on the first date during the Earnout Period (defined below) on which the VWAP of the shares exceeds $11.50 for a period of at least 20 out of 30 consecutive trading days, and (ii) 50% of the shares vest on the first date during the Earnout Period on which the VWAP exceeds $13.00 for a period of at least 20 out of 30 consecutive trading days (shares vesting on such schedule, the "Earnout Shares"). The "Earnout Period" is the time period beginning on the date immediately following the January 24, 2023 closing of the Issuer's initial business combination (the "Closing Date") and ending on and including the five year anniversary of the Closing Date. Any Earnout Shares not vested by the end of the Earnout Period shall be forfeited back to the Issuer for no consideration.

3. Kelter Family Investments LLC ("KFI") is the manager to K5 Equity Capital Holdings, LLC (the "Fund"). The Reporting Person is the manager of KFI. By virtue of the relationships described herein, the Reporting Person and KFI may be deemed to indirectly beneficially own the shares of the Issuer's Common Stock held by the Fund. The Reporting Person and KFI disclaim beneficial ownership of the shares of the Issuer's Common Stock held by the Fund for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), except to the extent of their pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.

4. Includes 212,491 Earnout Shares.

5. Mr. Kelter holds shared authority to direct the voting and disposition of shares held by Windy Point Investments LLC. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock held by Windy Point Investments LLC for purposes of Rule 16a-1(a) under the Act, except to the extent of the Reporting Person's pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.

	/s/ James Muchmore, attorney-in-fact for Jeffrey E. Kelter	11/26/2025
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did BAER report for Jeffrey E. Kelter on this Form 4?

The Form 4 reports that director Jeffrey E. Kelter was granted 400,000 Restricted Stock Units (RSUs) of Bridger Aerospace Group Holdings, Inc. common stock on November 25, 2025, at a grant price of $0.00 per share.

How do the 400,000 RSUs for BAER director Jeffrey E. Kelter vest?

Of the 400,000 RSUs, 300,000 vested in full on November 25, 2025 (the grant date). The remaining 100,000 RSUs are scheduled to vest on the 12-month anniversary of the grant date, subject to Mr. Kelter’s continued service through that date.

How many BAER shares does Jeffrey E. Kelter beneficially own after this transaction?

After the reported transaction, Mr. Kelter beneficially owns 628,224 shares of BAER common stock directly. He also has indirect beneficial ownership of 202,020 shares through K5 Equity Capital Holdings, LLC and 527,800 shares through Windy Point Investments LLC, subject to the relationships and disclaimers described in the filing.

What are the BAER earnout share vesting conditions described in this Form 4?

The filing notes that certain shares (including 42,498 shares and 212,491 shares) are Earnout Shares. Half of these vest when the volume-weighted average price (VWAP) of BAER exceeds $11.50 for at least 20 out of 30 consecutive trading days during the earnout period, and the other half vest when VWAP exceeds $13.00 for a similar period. Any earnout shares not vested by the end of the five-year earnout period are forfeited for no consideration.

How is Jeffrey E. Kelter related to K5 Equity Capital Holdings, LLC and what does that mean for BAER share ownership?

Kelter Family Investments LLC (KFI) is the manager of K5 Equity Capital Holdings, LLC, and Mr. Kelter is the manager of KFI. The filing states that, by virtue of these relationships, Mr. Kelter and KFI may be deemed to indirectly beneficially own BAER shares held by the fund, but they disclaim beneficial ownership except to the extent of any pecuniary interest.

What is Jeffrey E. Kelter’s relationship to Windy Point Investments LLC in relation to BAER shares?

The filing states that Mr. Kelter holds shared authority to direct the voting and disposition of BAER shares held by Windy Point Investments LLC. He disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, if any.