Bridge Investment Group Gets Green Light for Apollo Deal

Rhea-AI Filing Summary

Bridge Investment Group Holdings Inc. (NYSE: BRDG) filed a Form 8-K to disclose the voting results of its June 17, 2025 special meeting of stockholders. The sole agenda was to decide on two proposals linked to the company’s previously announced plan to merge with Apollo Global Management, Inc.

Quorum & Voting Power: As of the May 2, 2025 record date, Bridge had 44,632,220 Class A shares (1 vote each) and 79,142,364 Class B shares (10 votes each) outstanding. A quorum of approximately 89.26 % of total voting power was present, represented by 28,996,857 Class A votes and 71,727,669 Class B votes.

Proposal 1 – Merger Agreement Adoption: Stockholders voted on the Agreement and Plan of Merger dated February 23, 2025 among Bridge, its operating subsidiary Bridge LLC, Apollo, and related merger subsidiaries. The proposal passed overwhelmingly with 746,161,161 votes FOR, 110,642 AGAINST and 1,744 ABSTENTIONS. No broker non-votes were recorded.

Proposal 2 – Adjournment Authority: Stockholders also approved authority to adjourn the meeting if needed to solicit additional proxies. Results were 745,367,628 votes FOR, 68,423 AGAINST and 837,496 ABSTENTIONS.

Implications:

• Shareholder approval satisfies a key closing condition of the Apollo merger, allowing the transaction to advance to subsequent steps outlined in the Merger Agreement.
• The voting results signal strong shareholder support, with more than 99.9 % of votes cast in favor of the merger proposal.
• The dual-class voting structure, in which Class B shares carry ten votes each, materially influenced overall voting power.

The filing contains no financial statements, consideration terms, or expected closing date. Additional regulatory or procedural steps, if any, are not addressed in this document.

Positive

• Shareholders overwhelmingly approved the Merger Agreement with Apollo, satisfying a key closing condition and advancing the transaction toward completion.

Negative

• Dual-class structure grants Class B shares tenfold voting power, significantly diluting Class A shareholders’ influence in strategic decisions.

Insights

M&A Specialist

TL;DR: Shareholders cleared Apollo merger; >99.9 % approval removes a pivotal hurdle, leaving only non-shareholder conditions to close.

The near-unanimous vote (746.2 million FOR vs. 0.11 million AGAINST) gives Bridge and Apollo a clear mandate to proceed under the February 23, 2025 Merger Agreement. Because shareholder consent is typically the most uncertain controllable element, this result materially de-risks the transaction timeline. The filing, however, is silent on regulatory consents, purchase price, or expected closing, so investors still lack insight into valuation impact or potential antitrust timetables. The heavy weighting of Class B votes—tenfold over Class A—highlights the founders’ continuing control and explains the lopsided tally. From a deal-risk standpoint, the path to completion now hinges on external approvals rather than internal governance.

Corporate Governance Analyst

TL;DR: Dual-class voting secured merger approval; governance imbalance evident but within disclosed structure.

Although both proposals sailed through, the mechanics merit scrutiny: Class B shares, representing roughly 64 % of economic ownership, command roughly 96 % of voting power (10 votes per share). This structure effectively assures management’s desired outcome, limiting Class A influence despite public listing. While legal and disclosed, such concentration can deter governance-focused investors. No dissent or broker non-votes further indicates controlled shareholder dynamics. Investors should weigh governance considerations against potential strategic benefits once transaction terms are publicly quantified.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 17, 2025

Bridge Investment Group Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40622		86-2769085
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

111 East Sego Lily Drive, Suite 400 Salt Lake City, Utah		84070
(Address of Principal Executive Offices)		(Zip Code)

(801) 716-4500

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share		BRDG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 17, 2025, Bridge Investment Group Holdings Inc., a Delaware corporation (“Bridge”), held a special meeting (the “Special Meeting”) of stockholders, at which its stockholders voted on the two proposals set forth below. The proposals are described in further detail in Bridge’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 14, 2025. The voting results regarding each proposal are set forth below.

As of the close of business on May 2, 2025, the record date of the Special Meeting (the “Record Date”), there were 44,632,220 shares of Bridge Class A common stock, par value $0.01 per share, outstanding (“Bridge Class A Common Stock”) and 79,142,364 shares of Bridge Class B common stock, par value $0.01 per share, outstanding (“Bridge Class B Common Stock,” together with Bridge Class A Common Stock, “Bridge Common Stock”). At the Special Meeting, holders of the shares of Bridge Class A Common Stock were entitled to one vote per share held as of the close of business on the Record Date, and holders of the shares of Bridge Class B Common Stock were entitled to ten votes per share held as of the close of business on the Record Date. At the Special Meeting, the holders of (i) 28,996,857 shares of Bridge Class A Common Stock and (ii) 71,727,669 shares of Bridge Class B Common Stock, were present in person or represented by proxy, representing approximately 89.26% of the voting power of the outstanding shares of Bridge Common Stock entitled to vote at the Special Meeting, constituting a quorum to conduct business. At the Special Meeting, Bridge’s stockholders considered and voted on the following matters:

Proposal No. 1: A proposal to adopt the Agreement and Plan of Merger, dated as of February 23, 2025, by and among Bridge, Bridge Investment Group Holdings LLC (“Bridge LLC”), Apollo Global Management, Inc. (“Apollo”), Aspen PubCo Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Apollo, Aspen Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Apollo and, solely for purposes of Section 6.16 thereof, Adam O’Farrell as representative of Bridge LLC (as it may be amended from time to time, the “Merger Agreement”), and the transactions contemplated thereby (the “Merger Proposal”).

The Merger Proposal was approved by the requisite vote of Bridge’s stockholders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
746,161,161		110,642		1,744		—

Proposal No. 2: A proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “Adjournment Proposal”).

The Adjournment Proposal was approved by the requisite vote of Bridge’s stockholders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
745,367,628		68,423		837,496		—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRIDGE INVESTMENT GROUP HOLDINGS INC.
By:		/s/ Jonathan Slager
Name:		Jonathan Slager
Title:		Chief Executive Officer

Date: June 18, 2025

FAQ

What did Bridge Investment Group (BRDG) shareholders vote on June 17, 2025?

They voted on adopting the Apollo Merger Agreement and, separately, the right to adjourn the meeting if more proxies were needed.

Did BRDG shareholders approve the merger with Apollo Global Management?

Yes. The Merger Proposal passed with 746,161,161 votes FOR versus 110,642 AGAINST.

How many votes were cast at the BRDG special meeting?

Total votes represented were about 746.3 million, reflecting the company’s dual-class structure.

What percentage of voting power was present for the BRDG quorum?

Approximately 89.26 % of the total voting power outstanding as of the record date.

Does the 8-K disclose the financial terms or closing date of the Apollo merger?

No. The filing is limited to voting results; it does not provide consideration amounts or anticipated closing timelines.