STOCK TITAN

Director at Bridger Aerospace (BAER) receives 158,049 RSUs grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KELTER JEFFREY E reported acquisition or exercise transactions in this Form 4 filing.

Bridger Aerospace Group Holdings director Jeffrey E. Kelter received a grant of 158,049 Restricted Stock Units (RSUs), each representing a contingent right to one share of common stock. These RSUs vest on the 12-month anniversary of June 4, 2026, subject to his continued service.

Following the grant, he holds 986,273 shares of common stock directly, which include 212,491 Earnout Shares that vest only if volume-weighted average price (VWAP) hurdles of $11.50 and $13.00 are met during a defined Earnout Period. Additional indirect holdings are reported via Windy Point Investments LLC and K5 Equity Capital Holdings, LLC, with beneficial ownership disclaimed except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider KELTER JEFFREY E
Role null
Type Security Shares Price Value
Grant/Award Common Stock 158,049 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 986,273 shares (Direct, null); Common Stock — 302,020 shares (Indirect, By K5 Equity Capital Holdings, LLC)
Footnotes (1)
  1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. These RSUs shall vest on the 12-month anniversary of June 4, 2026, subject to the Reporting Person's continued service through such date. 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. 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. Includes 212,491 Earnout Shares. 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.
RSUs granted 158,049 RSUs Grant of Restricted Stock Units to director
Grant price per share $0.0000 per share RSU grant transaction price
Direct holdings after grant 986,273 shares Common stock held directly following RSU grant
Windy Point indirect holdings 627,800 shares Common stock held by Windy Point Investments LLC
K5 Equity indirect holdings 302,020 shares Common stock held by K5 Equity Capital Holdings, LLC
Earnout Shares included 212,491 shares Earnout Shares within direct holdings
First VWAP hurdle $11.50 VWAP 50% of certain shares vest if VWAP exceeds this level
Second VWAP hurdle $13.00 VWAP Remaining 50% of certain shares vest if VWAP exceeds this level
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
Earnout Shares financial
"shares vesting on such schedule, the "Earnout Shares""
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
VWAP financial
"on which the VWAP of the shares exceeds $11.50 for a period of at least 20"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
Earnout Period financial
"The "Earnout Period" is the time period beginning on the date immediately following"
pecuniary interest financial
"except to the extent of their pecuniary interest therein, if any"
beneficial ownership financial
"disclaim beneficial ownership of the shares of the Issuer's Common Stock held by the Fund"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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FAQ

What did Bridger Aerospace (BAER) director Jeffrey Kelter receive in this Form 4?

Director Jeffrey E. Kelter received a grant of 158,049 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Bridger Aerospace common stock if specified vesting conditions are met, including continued service and, for some shares, stock price hurdles.

When do Jeffrey Kelter’s new RSUs in Bridger Aerospace (BAER) vest?

The newly granted RSUs vest on the 12-month anniversary of June 4, 2026, subject to Jeffrey Kelter’s continued service through that date. Until they vest, the RSUs remain contingent rights and may be forfeited if the service condition is not satisfied.

How many Bridger Aerospace (BAER) shares does Jeffrey Kelter hold after this grant?

After this grant, Jeffrey Kelter directly holds 986,273 shares of Bridger Aerospace common stock. This direct position includes 212,491 Earnout Shares that are subject to additional vesting conditions tied to future stock price performance over a defined Earnout Period.

What are Earnout Shares in the Bridger Aerospace (BAER) Form 4 for Jeffrey Kelter?

Earnout Shares are shares that vest only if specific price hurdles are achieved. For Jeffrey Kelter, 50% vest if VWAP exceeds $11.50 and 50% if VWAP exceeds $13.00 for at least 20 of 30 trading days during the Earnout Period after the business combination closing.

Does the Bridger Aerospace (BAER) Form 4 show any insider share sales by Jeffrey Kelter?

The Form 4 does not report any open-market sales. It primarily records a grant of 158,049 RSUs to Jeffrey Kelter and updates his direct and indirect holdings, including Earnout Shares tied to volume-weighted average price performance conditions over the Earnout Period.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 MONTANA 59714

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/04/2026A158,049(1)A$0.00986,273(2)D
Common Stock302,020I(3)By K5 Equity Capital Holdings, LLC(3)
Common Stock627,800(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. These RSUs shall vest on the 12-month anniversary of June 4, 2026, 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/ Jeffrey E. Kelter06/08/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)