Bridge (BRDG) Insider Filing: RSU Award and Post-Merger Share Conversion

Rhea-AI Filing Summary

Katherine Elsnab, Chief Financial Officer of Bridge Investment Group Holdings Inc. (BRDG), reported insider transactions on 09/02/2025. She was granted 19,474 restricted stock units that vest in four substantially equal annual installments beginning September 2, 2026; each unit converts into one share of Class A common stock. The filing also shows the disposition of 376,050 shares of Class A common stock and 56,604 shares of Class B common stock, leaving her with 0 shares of both classes after the reported transactions. The dispositions and conversions reflect the merger-related treatment under the Merger Agreement with Apollo Global Management, Inc., which converted outstanding issuer equity and awards into Parent common stock at specified conversion ratios.

Positive

• 19,474 restricted stock units granted with four-year vesting, maintaining executive alignment with long-term value
• RSUs convert to Parent-equivalent awards under the Merger Agreement, preserving economic interest post-merger

Negative

• Disposition of 376,050 Class A shares and 56,604 Class B shares, resulting in 0 issuer-class shares held after the transactions
• Significant ownership shift to Parent (conversion ratios apply), which reduces direct transparency of issuer-level holdings

Insights

Financial Analyst

TL;DR: CFO received a new RSU award while prior issuer shares were cancelled/converted in the Apollo merger, leaving zero issuer-class shares.

The filing shows a grant of 19,474 restricted stock units that will vest over four years, which preserves executive equity upside in the combined company via converted awards. Simultaneously, large numbers of Class A and Class B shares and Class A Units were disposed of as part of the merger mechanics, effectively eliminating her holdings in the issuer-level share classes. For valuation impact, investors should note the merger conversion ratios specified in the filing (e.g., 0.07081 shares of Parent common stock per Class A share), since any future economic exposure flows through the Parent's equity rather than BRDG shares. This is a routine post-merger filing reflecting equity conversion and new incentive awards in the successor structure.

Corporate Governance Expert

TL;DR: Transaction pattern is consistent with merger-driven equity conversions and a continuing compensation structure via converted RSUs.

The report documents merger-related cancellations and automatic conversions of issuer equity into Parent equity and confirms the CFO remains aligned through a new award of restricted stock units that converted or were re-granted in Parent-equivalent form. The absence of issuer-class holdings after the transaction is expected given the Merger Agreement terms. The grant's multi-year vesting schedule indicates retention-focused compensation, which is standard in integration scenarios to encourage continuity of management through the transition period.

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^*

Elsnab Katherine

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		19,474(1)	A	$0	376,050	D
Class A Common Stock	09/02/2025		D		376,050	D	(2)(3)(4)	0	D
Class B Common Stock	09/02/2025		D		56,604	D	(2)(3)(4)	0	D

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			56,604	(2)(3)(4)	(2)(3)(4)	Class A Common Stock	56,604	(2)(3)(4)	0	D

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 did BRDG CFO Katherine Elsnab report on Form 4 dated 09/02/2025?

The filing reports a grant of 19,474 RSUs vesting over four years and the disposition of 376,050 Class A shares and 56,604 Class B shares, leaving her with 0 issuer-class shares.

Why were large numbers of BRDG shares disposed of in this Form 4?

The dispositions reflect the Merger Agreement with Apollo Global Management, under which issuer shares and units were cancelled and converted into Parent common stock at specified conversion ratios.

How do the merger conversion ratios work for BRDG securities?

Per the filing, each Class A share converted into 0.07081 shares of Parent common stock (Class B converted at 0.00006 per share); restricted awards and units were converted on the same ratios subject to original terms.

Will Katherine Elsnab retain equity exposure after these transactions?

Yes; she received converted or replacement awards (19,474 RSUs) that provide future exposure to Parent-equivalent equity through vesting.

Does the Form 4 show any change in immediate exercisable options or derivative holdings?

The filing shows a disposition of 56,604 Class A Units (derivative/units) and related conversions; it reports 0 derivative securities beneficially owned following the transactions.

Who signed the Form 4 filing on behalf of the reporting person?

The filing was executed by Matthew Grant, Attorney-in-Fact on 09/02/2025.