Bridge (BRDG) Form 4 Shows RSU Award and Large Share Conversions After Merger
Rhea-AI Filing Summary
Robert Randolph Morse, Executive Chairman and director of Bridge Investment Group Holdings Inc. (BRDG), reported multiple transactions dated 09/02/2025. The filing shows an award of 447,906 restricted stock units that vest in four substantially equal annual installments beginning on September 2, 2026; each unit represents a contingent right to one share of Class A common stock. The filing also reports dispositions that cancel or convert prior holdings: 3,525,868 shares of Class A common stock, 1,412,126 shares of Class B common stock, and 27,870,157 shares of Class B common stock were disposed of, and related Class A unit and unit-like derivative interests were disposed. The transactions are explained as resulting from a Merger Agreement dated February 23, 2025 under which Bridge became a wholly owned subsidiary of Apollo Global Management and outstanding equity was cancelled or converted into rights to Parent common stock at specified conversion ratios.
Positive
- None.
Negative
- None.
Insights
TL;DR Insider reported conversion-related dispositions and a new restricted stock unit award tied to the merger consideration.
The Form 4 documents that Mr. Morse received a grant of 447,906 restricted stock units that vest over four years while large pre-merger holdings of Class A and Class B shares and related units were disposed or cancelled. The filing explicitly attributes the disposals to the Merger Agreement dated February 23, 2025 which converted or cancelled Bridge securities into rights to Apollo parent common stock at fixed ratios, and converted unvested awards consistently into Parent awards. This is a routine disclosure following a corporate acquisition and clarifies post-merger equity positions; it does not provide numeric details about the resulting Parent common stock holdings in this filing.
TL;DR Transactions reflect standard merger-scheme equity conversions and the issuance of replacement RSUs tied to Parent company stock.
The explanatory footnotes show that at the Effective Time of the Mergers, Bridge equity instruments were cancelled and converted into rights to Parent common stock at conversion factors such as 0.07081 for Class A-equivalent instruments and 0.00006 for Class B-equivalent instruments, and unvested awards were converted into comparable Parent awards subject to the same terms. The Form 4 documents both the disposals resulting from those conversions and the new restricted stock unit award, providing transparency on how executive equity was treated in the transaction. The filing does not disclose the exact number of Parent shares received post-conversion within this Form 4.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Units | 1,450,996 | $0.00 | -- |
| Disposition | Class A Units | 33,635,780 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 447,906 | $0.00 | -- |
| Disposition | Class A Common Stock | 3,525,868 | $0.00 | -- |
| Disposition | Class B Common Stock | 1,412,126 | $0.00 | -- |
| Disposition | Class B Common Stock | 27,870,157 | $0.00 | -- |
Footnotes (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. 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) (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) (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. Represents Class A Units and shares of Class B Common Stock previously held by The Charlotte Morse 2017 AET ("Trust I"), The Elliot Coleman Morse 2017 AET ("Trust II"), The Margaret Brooke Morse 2017 AET ("Trust III") and The Robert Edson Morse 2017 AET ("Trust IV" and together with Trust I, Trust II and Trust III, the "Family Trusts"). FLM Management LLC is the trustee of each of the Family Trusts. The Reporting Person is the manager of FLM Management LLC and, as a result, may be deemed to share beneficial ownership. The Reporting Person is the manager of FLM Holdings, LLC and may be deemed to share beneficial ownership.
