Form 4: Bridge Investment Group Acquired by Apollo Global Management

Robert Randolph Morse reports disposition of Bridge Investment Group Holdings shares following its acquisition by Apollo Global Management, Inc., and receipt of new restricted stock units.

Summary

• Bridge Investment Group Holdings Inc. and Bridge Investment Group Holdings LLC became wholly owned subsidiaries of Apollo Global Management, Inc. on September 2, 2025, as per an Agreement and Plan of Merger dated February 23, 2025.
• Robert Randolph Morse, Executive Chairman, Director, and 10% Owner, reported the conversion of his holdings in Bridge Investment Group Holdings Inc. due to the merger.
• Each share of Bridge Class A Common Stock was converted into the right to receive 0.07081 shares of Apollo common stock.
• Each share of Bridge Class B Common Stock was converted into the right to receive 0.00006 shares of Apollo common stock.
• Unvested restricted stock awards and restricted stock units of Bridge were converted into equivalent awards of Apollo common stock and restricted stock units, respectively, at a ratio of 0.07081 per share, retaining their original terms and conditions.
• Each Bridge Class A Unit was converted into the right to receive 0.07081 shares of Apollo common stock.
• Morse disposed of 3,525,868 direct Class A Common Stock, 1,412,126 direct Class B Common Stock, 27,870,157 indirect Class B Common Stock (via FLM Holdings, LLC), 1,450,996 indirect Class A Units (via Family Trusts), and 33,635,780 indirect Class A Units (via FLM Holdings, LLC), resulting in zero beneficial ownership of these Bridge securities.
• He acquired 447,906 restricted stock units of Apollo (converted from Bridge RSUs), which are scheduled to vest in four substantially equal annual installments beginning on September 2, 2026.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a significant corporate event (merger), which typically provides clarity and stability. The reporting person, a key executive, received new equity incentives in the acquiring company, indicating continued involvement and alignment. While the company ceases independent trading, the strategic move into a larger entity is generally viewed as a positive for long-term stability and growth prospects for the integrated business.

Positives

• The completion of the merger provides a clear strategic direction and integrates Bridge Investment Group Holdings into a larger, diversified financial entity, Apollo Global Management.
• Robert Randolph Morse, a key executive, received 447,906 restricted stock units in Apollo, indicating continued incentive alignment and a role within the combined organization.

Negatives

• Bridge Investment Group Holdings Inc. ceased to exist as an independent publicly traded company, ending its standalone market presence.
• Shareholders received a fixed conversion ratio, which means they no longer participate in the independent growth or valuation of Bridge.

Future Outlook

The filing indicates the completion of a significant corporate merger, transitioning Bridge Investment Group Holdings Inc. into a wholly-owned subsidiary of Apollo Global Management, Inc. This suggests a strategic integration aimed at leveraging synergies and aligning with Apollo's broader business objectives. The award of restricted stock units to key management personnel like Robert Randolph Morse indicates continued incentive alignment with the combined entity's future performance and successful integration.

Industry Context

This acquisition represents further consolidation within the alternative asset management industry, a trend where larger firms like Apollo Global Management are expanding their scale and capabilities. By integrating Bridge's investment strategies and client base, Apollo aims to enhance its market position and offer a more comprehensive suite of investment products, reflecting a broader industry move towards diversified, multi-strategy platforms.

Comparison to Industry Standards

• The conversion ratios for Bridge's Class A and Class B Common Stock and Class A Units into Apollo shares are specific to this transaction and would require detailed financial analysis against implied valuation multiples of comparable M&A deals in the real estate or alternative asset management sectors to assess their fairness.
• The practice of converting unvested equity awards into equivalent awards of the acquiring company, as seen with the restricted stock units, is a standard mechanism in M&A to retain key talent and ensure continuity post-acquisition, aligning with common industry practices for executive retention.

Related Party Transactions

• Indirect beneficial ownership through Family Trusts (The Charlotte Morse 2017 AET, The Elliot Coleman Morse 2017 AET, The Margaret Brooke Morse 2017 AET, and The Robert Edson Morse 2017 AET), where FLM Management LLC is the trustee and the Reporting Person is the manager.
• Indirect beneficial ownership through FLM Holdings, LLC, where the Reporting Person is the manager.

Stakeholder Impact

• Shareholders of Bridge Investment Group Holdings Inc. received shares of Apollo common stock in exchange for their Bridge shares, ending their direct investment in Bridge as an independent entity.
• Employees of Bridge Investment Group Holdings Inc. with unvested equity awards saw these converted into Apollo awards, maintaining incentive alignment and likely ensuring continuity of employment under the new ownership.
• Management personnel, such as Robert Randolph Morse, retained equity incentives in the form of Apollo restricted stock units, aligning their interests with the acquiring company's future performance.

Next Steps

• Robert Randolph Morse's restricted stock units will begin vesting on September 2, 2026, in four equal annual installments.
• Integration of Bridge Investment Group Holdings Inc. operations and assets into Apollo Global Management, Inc.

Key Dates

Recommendation

The filing details the completion of a merger, meaning Bridge Investment Group Holdings Inc. shares are no longer traded independently. For existing Bridge shareholders, their shares have already been converted into Apollo Global Management, Inc. shares. Therefore, a 'hold' recommendation applies to the new Apollo shares received, pending further analysis of Apollo's performance and the integration of Bridge. For those who did not hold Bridge shares, this filing is a historical record of a completed transaction and does not present a direct investment opportunity in Bridge.

Keywords

Bridge Investment Group Holdings, Apollo Global Management, Merger, Acquisition, Form 4, Insider Transaction, Restricted Stock Units, BRDG, Robert Randolph Morse, Corporate Governance