Bridge (BRDG) Insider Filing Shows RSU Award; Securities Converted in Merger

Rhea-AI Filing Summary

Adam O'Farrell, Chief Operating Officer and a director of Bridge Investment Group Holdings Inc. (BRDG), reported transactions on 09/02/2025. He was awarded 38,948 restricted stock units that vest in four substantially equal annual installments beginning on September 2, 2026; each unit converts to one share of Class A common stock upon vesting. The filing shows large dispositions tied to the February 23, 2025 Merger Agreement that made the issuer a subsidiary of Apollo Global Management, Inc.; multiple classes of issuer securities and units were cancelled or converted into Parent common stock at a conversion factor of 0.07081 per share. Following reported transactions, certain previously held Class A and Class B positions and units show 0 shares beneficially owned.

Positive

• 38,948 restricted stock units awarded that vest in four substantially equal annual installments beginning 09/02/2026
• Clear disclosure of Merger conversion mechanics including the 0.07081 conversion factor to Parent common stock

Negative

• Dispositions resulting in reported beneficial ownership of 0 for several classes of Bridge securities and units following the Effective Time

Insights

M&A Specialist

TL;DR: Transactions reflect consummation of the announced merger and conversion mechanics, not open-market insider selling.

The Form 4 documents the mechanical conversion and cancellation of Bridge-issued securities at the Effective Time under the Merger Agreement with Apollo Global Management, Inc., and the conversion ratio of 0.07081 is explicitly applied to Class A, Class B and unit holdings. The award of 38,948 restricted stock units remains outstanding and will vest annually beginning 09/02/2026. This filing is procedural following the Mergers rather than discretionary sales by the reporting person.

Corporate Governance Expert

TL;DR: Insider retains a time‑based equity award; previously held issuer shares/units were converted per merger terms.

The reporting person is both an officer and director, and the filing clarifies post‑Merger ownership: several classes of Bridge securities were cancelled or converted into Parent stock, leaving reported Bridge share counts at zero while leaving a new restricted stock unit award of 38,948 that vests over four years. The form is compliant with Section 16 reporting of changes resulting from corporate transactions.

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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X

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^*

O'Farrell Adam

(Last) (First) (Middle)

C/O BRIDGE INVESTMENT GROUP HOLDINGS INC

111 EAST SEGO LILY DRIVE, SUITE 400

(Street)

SANDY UT 84070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridge Investment Group Holdings Inc. [ BRDG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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
Class A Common Stock	09/02/2025		A		38,948(1)	A	$0	566,077	D
Class A Common Stock	09/02/2025		D		566,077	D	(2)(3)(4)	0	D
Class B Common Stock	09/02/2025		D		827,095	D	(2)(3)(4)	0	I	By Adam B. O'Farrell and Tracy K. O'Farrell Trust dtd May 9, 2019
Class B Common Stock	09/02/2025		D		1,460,950	D	(2)(3)(4)	0	I	By The O'Farrell Irrevocable Trust

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
Class A Units	(2)(3)(4)	09/02/2025		D			1,465,749	(2)(3)(4)	(2)(3)(4)	Class A Common Stock	1,465,749	(2)(3)(4)	0	I	By Adam B. O'Farrell and Tracy K. O'Farrell Trust dtd May 9, 2019
Class A Units	(2)(3)(4)	09/02/2025		D			1,460,950	(2)(3)(4)	(2)(3)(4)	Class A Common Stock	1,460,950	(2)(3)(4)	0	I	By The O'Farrell Irrevocable Trust

Explanation of Responses:

1. Represents an award of restricted stock units that vest in four substantially equal annual installments beginning on September 2, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

2. Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 23, 2025, the Issuer and Bridge Investment Group Holdings LLC became wholly owned subsidiaries (the "Mergers") of Apollo Global Management, Inc. ("Parent"). At the effective time of the Mergers (the "Effective Time"), among other transactions, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, excluding certain Class A Common Stock as described in the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive shares of Parent common stock equal to 0.07081 per share, (cont. in FN 3)

3. (cont. from FN 2) (ii) each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time, excluding certain Class B Common Stock as described in the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive shares of Parent common stock equal to 0.00006 per share, (iii) each restricted stock award of the Issuer outstanding and unvested as of immediately prior to the Effective Time was converted into an award of restricted shares of Parent common stock equal to 0.07081 per share, subject to the same terms and conditions as were applicable to such restricted stock award of the Issuer immediately prior to the Effective Time, (cont. in FN 4)

4. (cont. from FN 3) (iv) each restricted stock unit of the Issuer outstanding and unvested as of immediately prior to the Effective Time was converted into a number of restricted stock units of Parent with respect to shares of Parent common stock equal to 0.07081 per share, subject to the same terms and conditions as were applicable to such restricted stock unit of the Issuer immediately prior to the Effective Time and (v) each Class A Unit issued and outstanding immediately prior to the Effective Time, excluding certain Class A Units as described in the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive shares of Parent common stock equal to 0.07081 per share, subject to the same terms and conditions as were applicable to such Class A Unit immediately prior to the Effective Time.

	/s/ Matthew Grant Attorney-in-Fact	09/02/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Adam O'Farrell report on the Form 4 for BRDG?

He reported an award of 38,948 restricted stock units and dispositions of Class A and Class B shares and units tied to the Merger conversions on 09/02/2025.

Why were large amounts of BRDG shares and units marked as disposed of?

The Merger Agreement dated 02/23/2025 caused cancellation or conversion of Bridge securities into Apollo Parent common stock per the stated terms.

What is the conversion ratio applied to Bridge securities in the Merger?

The filing states a conversion factor of 0.07081 per share for applicable Class A securities and units; Class B conversion is stated as 0.00006 per share for certain shares.

When do the newly awarded restricted stock units vest?

The 38,948 restricted stock units vest in four substantially equal annual installments beginning on 09/02/2026.

Does the Form 4 indicate open-market insider selling by the reporting person?

No. The dispositions disclosed relate to the contractual conversion and cancellation under the Merger Agreement, not stated open-market sales.