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[Form 4] Bridge Investment Group Holdings Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Allara Dean, Vice Chairman and Director of Bridge Investment Group Holdings Inc. (BRDG), reported transactions on 09/02/2025 reflecting post-merger conversions and vesting awards. The filing shows an award of 48,685 restricted stock units (each representing a contingent right to one Class A share) that vest in four equal annual installments beginning 09/02/2026. The report also records dispositions that reduce the reporting person’s direct and indirect holdings of the issuer to 0 shares across Class A and Class B common stock and related units following the effective mergers described in the filing. The Merger Agreement with Apollo Global Management converted prior Bridge securities into rights to Parent common stock at specified conversion ratios (e.g., 0.07081 shares of Parent per Class A share). The filing notes trust and manager relationships through which indirect ownership was previously held.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider holdings were converted and largely disposed following the merger; a new RSU award vests over four years.

The Form 4 documents that at the Effective Time of the Merger with Apollo, outstanding Class A and Class B shares and units were cancelled and converted into rights to Parent common stock at stated ratios, leaving the reporting person with zero direct holdings of Bridge common stock post-transaction. Separately, the reporting person received 48,685 restricted stock units that will vest in four substantially equal annual installments beginning 09/02/2026, preserving potential future economic exposure via Parent-equivalent awards. The filing clearly ties certain dispositions and indirect holdings to trusts and an LLC for which the reporting person serves as trustee or manager; no cash sale prices are reported because the conversions were in-kind under the Merger Agreement.

TL;DR: Transaction is a routine, merger-driven conversion and insider award; governance links to family trusts are disclosed.

The disclosure appropriately identifies the reporting person’s roles and the nature of indirect beneficial ownership via two family legacy trusts and Rockridge Investments, LLC. The explanation details the Merger Agreement mechanics converting equity and awards into Parent-common-stock-linked entitlements at defined ratios, and it documents a new RSU grant subject to time-based vesting. From a governance and disclosure perspective, the form provides the necessary linkage between roles, trusts, and post-merger outcomes; there is no indication of off-cycle or unexplained transfers beyond the merger conversions and the issued RSUs.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Allara Dean

(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)
Vice Chairman
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 48,685(1) A $0 691,885 D
Class A Common Stock 09/02/2025 D 691,885 D (2)(3)(4) 0 D
Class B Common Stock 09/02/2025 D 4,863,964 D (2)(3)(4) 0 D
Class B Common Stock 09/02/2025 D 500,000 D (2)(3)(4) 0 I The Dean Allara Family Legacy Trust dtd December 20, 2021(5)
Class B Common Stock 09/02/2025 D 500,000 D (2)(3)(4) 0 I The Stacey Allara Family Legacy Trust dtd December 20, 2021(6)
Class B Common Stock 09/02/2025 D 558,632 D (2)(3)(4) 0 I By Rockridge Investments, LLC(7)
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 6,303,811 (2)(3)(4) (2)(3)(4) Class A Common Stock 6,303,811 (2)(3)(4) 0 D
Class A Units (2)(3)(4) 09/02/2025 D 500,000 (2)(3)(4) (2)(3)(4) Class A Common Stock 500,000 (2)(3)(4) 0 I The Dean Allara Family Legacy Trust dtd December 20, 2021(5)
Class A Units (2)(3)(4) 09/02/2025 D 500,000 (2)(3)(4) (2)(3)(4) Class A Common Stock 500,000 (2)(3)(4) 0 I The Stacey Allara Family Legacy Trust dtd December 20, 2021(6)
Class A Units (2)(3)(4) 09/02/2025 D 558,632 (2)(3)(4) (2)(3)(4) Class A Common Stock 558,632 (2)(3)(4) 0 I By Rockridge Investments, LLC(7)
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.
5. The Reporting Person is the Trustee of the Dean Allara Family Legacy Trust dtd December 20, 2021 and may be deemed to share beneficial ownership.
6. The Reporting Person is the Trustee of the Stacey Allara Family Legacy Trust dtd December 20, 2021 and may be deemed to share beneficial ownership.
7. The Reporting Person is the manager of Rockridge Investments, LLC and may be deemed to share beneficial ownership.
/s/ Matthew Grant Attorney-in-Fact 09/02/2025
** Signature of Reporting Person Date
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.

FAQ

What did Allara Dean report on Form 4 for BRDG?

The Form 4 reports on 09/02/2025 that Allara Dean received 48,685 restricted stock units (vesting from 09/02/2026) and records dispositions/conversions that left the reporting person with 0 shares of Bridge common stock following the Merger Agreement conversions.

Why do the filings show disposals but no sale prices?

The filing explains the disposals occurred at the Effective Time of the Mergers when Bridge securities were cancelled and converted into rights to Parent common stock under the Merger Agreement, not sold for cash.

What conversion ratios applied to Bridge shares in the merger?

Per the filing, each Class A share converted into the right to 0.07081 shares of Apollo Parent common stock; each Class B share converted into 0.00006 shares of Parent common stock.

Who may share beneficial ownership with the reporting person?

The filing states the reporting person is trustee of the Dean Allara Family Legacy Trust and the Stacey Allara Family Legacy Trust and manager of Rockridge Investments, LLC, and thus may be deemed to share beneficial ownership of securities held through those entities.

When do the awarded restricted stock units vest?

The 48,685 restricted stock units vest in four substantially equal annual installments beginning on 09/02/2026.
Bridge Invt Group Hldgs Inc

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