STOCK TITAN

Bridger Aerospace director buys 200,000 shares

Bridger Aerospace Group Holdings, Inc. (BAER) director Jeffrey E. Kelter reported open-market purchases of a total of 200,000 shares of common stock on September 1, 2026 through affiliated entities.

(Moderate)
(Positive)
Form Type
4

Rhea-AI Filing Summary

Bridger Aerospace Group Holdings, Inc. (BAER) director Jeffrey E. Kelter reported open-market purchases of a total of 200,000 shares of common stock on September 1, 2026 through affiliated entities. K5 Equity Capital Holdings, LLC held 502,020 shares indirectly after the trade, and Windy Point Investments LLC held 827,800 shares, including 212,491 Earnout Shares. Kelter also reported 1,086,273 shares held directly, including 42,498 Earnout Shares subject to VWAP-based vesting conditions.

Positive

  • None.

Negative

  • None.
Insider KELTER JEFFREY E
Role Director
Bought 200,000 shs ($219K)
Type Security Shares Price Value
Purchase Common Stock F2, F3 100,000 $1.097 $110K
Purchase Common Stock F4, F5, F6 100,000 $1.0944 $109K
holding Common Stock F1 -- -- --
Holdings After Transaction: Common Stock — 502,020 shares (Indirect, By K5 Equity Capital Holdings, LLC); Common Stock — 827,800 shares (Indirect, By Windy Point Investments LLC); Common Stock — 1,086,273 shares (Direct)
Footnotes (6)
  1. F1. 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.
  2. F2. These shares were acquired by the Reporting Person in open-market transactions at prices ranging from $1.0850 to $1.1100. The price reported above reflects the weighted average price. The Reporting Person undertakes to provide the SEC, the Issuer or any security holder, upon request, full information regarding the number of shares purchased at each separate price.
  3. F3. 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. F4. These shares were acquired by the Reporting Person in open-market transactions at prices ranging from $1.0850 to $1.1050. The price reported above reflects the weighted average price. The Reporting Person undertakes to provide the SEC, the Issuer or any security holder, upon request, full information regarding the number of shares purchased at each separate price.
  5. F5. Includes 212,491 Earnout Shares.
  6. F6. 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.
K5 purchase 100,000 shares at $1.097 per share Open-market purchase on September 1, 2026 by K5 Equity Capital Holdings, LLC
Windy Point purchase 100,000 shares at $1.0944 per share Open-market purchase on September 1, 2026 by Windy Point Investments LLC
Indirect holdings via K5 502,020 shares BAER common stock held indirectly after transactions
Indirect holdings via Windy Point 827,800 shares BAER common stock held indirectly after transactions, including 212,491 Earnout Shares
Direct holdings 1,086,273 shares BAER common stock held directly after transactions, including 42,498 Earnout Shares
Earnout VWAP thresholds $11.50 and $13.00 VWAP targets Price hurdles for vesting of Earnout Shares over the earnout period
Earnout Shares financial
"Includes 42,498 shares which vest generally as follows ... (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"
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"
weighted average price financial
"The price reported above reflects the weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Rule 16a-1(a) regulatory
"disclaim beneficial ownership ... for purposes of Rule 16a-1(a) under the Act"

FAQ

What did BAER director Jeffrey E. Kelter report buying on September 1, 2026?

He reported purchasing 200,000 BAER common shares in open-market transactions on September 1, 2026, split as 100,000 shares through K5 Equity Capital Holdings, LLC and 100,000 shares through Windy Point Investments LLC.

At what prices were the BAER shares purchased by entities associated with Jeffrey E. Kelter?

K5 Equity Capital Holdings, LLC purchased 100,000 shares at a weighted average price of $1.097 per share, with trades between $1.0850 and $1.1100. Windy Point Investments LLC bought 100,000 shares at a weighted average of $1.0944, with trades between $1.0850 and $1.1050.

What are Jeffrey E. Kelter’s indirect BAER holdings after these transactions?

After the reported transactions, K5 Equity Capital Holdings, LLC held 502,020 BAER shares and Windy Point Investments LLC held 827,800 BAER shares, including 212,491 Earnout Shares. Kelter disclaims beneficial ownership beyond any pecuniary interest in these entities’ holdings.

How many BAER shares does Jeffrey E. Kelter hold directly after the Form 4?

He reported 1,086,273 BAER common shares held directly. This amount includes 42,498 Earnout Shares that vest only if specified volume-weighted average price (VWAP) targets are met during a defined earnout period, otherwise they are forfeited.

How do the BAER Earnout Shares for Jeffrey E. Kelter vest?

Of the 42,498 Earnout Shares in his direct holdings, 50% vest if the VWAP exceeds $11.50 for at least 20 of 30 consecutive trading days, and the remaining 50% vest at a VWAP above $13.00 on the same schedule during the earnout period. Unvested shares are forfeited at period end.

Were Jeffrey E. Kelter’s BAER share purchases under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan for these transactions, meaning the reported open-market purchases were not affirmed as being made under a pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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)
09/01/2026
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 Stock1,086,273(1)D
Common Stock09/01/2026P100,000A$1.097(2)502,020I(3)By K5 Equity Capital Holdings, LLC(3)
Common Stock09/01/2026P100,000A$1.0944(4)827,800(5)I(6)By Windy Point Investments LLC(6)
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. 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.
2. These shares were acquired by the Reporting Person in open-market transactions at prices ranging from $1.0850 to $1.1100. The price reported above reflects the weighted average price. The Reporting Person undertakes to provide the SEC, the Issuer or any security holder, upon request, full information regarding the number of shares purchased at each separate price.
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. These shares were acquired by the Reporting Person in open-market transactions at prices ranging from $1.0850 to $1.1050. The price reported above reflects the weighted average price. The Reporting Person undertakes to provide the SEC, the Issuer or any security holder, upon request, full information regarding the number of shares purchased at each separate price.
5. Includes 212,491 Earnout Shares.
6. 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. Kelter09/02/2026
** 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)