Form 4: Bridge Investment Group CEO's Holdings Convert in Apollo Merger

Bridge Investment Group Holdings Inc. CEO Jonathan Slager's equity holdings converted into Apollo Global Management, Inc. shares following the company's acquisition.

Summary

• Jonathan Slager, Chief Executive Officer, Director, and a 10% Owner of Bridge Investment Group Holdings Inc. (BRDG), reported changes in his beneficial ownership of company securities.
• The reported transactions occurred on September 2, 2025, coinciding with the effective time of the merger where BRDG and Bridge Investment Group Holdings LLC became wholly-owned subsidiaries of Apollo Global Management, Inc. ('Parent').
• Slager acquired 73,028 restricted stock units (RSUs) of BRDG Class A Common Stock, which are scheduled to vest in four substantially equal annual installments beginning on September 2, 2026.
• Pursuant to the merger agreement, all outstanding BRDG equity, including the newly awarded RSUs, was converted into shares or restricted stock units of Apollo Global Management, Inc.
• Each share of BRDG Class A Common Stock was converted into the right to receive 0.07081 shares of Parent common stock.
• Each share of BRDG Class B Common Stock was converted into the right to receive 0.00006 shares of Parent common stock.
• BRDG restricted stock awards, restricted stock units, and Class A Units were converted into equivalent Parent securities at a rate of 0.07081 per share or unit, subject to their original terms and conditions.
• Slager disposed of 985,095 shares of BRDG Class A Common Stock and 2,374,838 shares of BRDG Class B Common Stock directly due to the merger conversion.
• Additionally, Slager indirectly disposed of 2,256,198 shares of BRDG Class B Common Stock via J.P. Slager, LLC, and 320,490 shares of BRDG Class B Common Stock via Slager Family Limited Partnership, along with various Class A Units (derivative securities), all as a result of the merger.

Sentiment

Score: 7

Explanation: The filing reports a completed merger, a significant corporate event. While it marks the end of BRDG as an independent public entity, the conversion into shares of a major player like Apollo Global Management is generally a positive outcome for shareholders, providing liquidity and integration into a larger platform. The new RSU award for the CEO also indicates continued incentive alignment.

Positives

• The merger with Apollo Global Management, Inc. provides a clear exit strategy and integration into a larger, diversified financial institution for Bridge Investment Group Holdings Inc. shareholders.
• Jonathan Slager received a new award of 73,028 restricted stock units, which converted into Apollo RSUs, indicating continued incentive alignment with the new parent company and its long-term performance.

Negatives

• Bridge Investment Group Holdings Inc. ceased to be an independent publicly traded entity, leading to the cancellation and conversion of its outstanding shares.
• The conversion ratio for Class B Common Stock (0.00006 shares of Parent common stock per BRDG share) was significantly lower than for Class A Common Stock (0.07081 shares), reflecting a substantial difference in the economic or voting rights associated with these share classes.

Risks

• Integration risks are associated with Bridge Investment Group Holdings Inc. becoming a wholly-owned subsidiary of Apollo Global Management, Inc., potentially impacting operations and culture.
• There is a potential for changes in strategic direction or operational autonomy for the former BRDG business units under new ownership.
• Former shareholders of BRDG no longer have direct exposure to BRDG's performance as an independent entity; their investment performance is now tied to Apollo Global Management, Inc.

Future Outlook

Bridge Investment Group Holdings Inc. is now a wholly-owned subsidiary of Apollo Global Management, Inc., and its future operations and financial performance will be integrated into Apollo's broader reporting. The newly awarded restricted stock units for Jonathan Slager will vest in four annual installments starting September 2, 2026, aligning his incentives with the parent company's long-term success.

Industry Context

This transaction reflects the ongoing consolidation within the asset management and alternative investment sectors, where larger firms like Apollo Global Management acquire specialized entities to expand their assets under management, product offerings, and market reach. Such mergers often aim to achieve synergies, enhance distribution, and leverage broader operational platforms.

Comparison to Industry Standards

• The conversion of shares in an acquisition is a standard practice in M&A, where target company shares are exchanged for shares of the acquiring entity or cash, similar to the acquisition of Legg Mason by Franklin Templeton.
• The issuance of new restricted stock units to key management post-acquisition is a common strategy to retain talent and align their interests with the long-term success of the combined entity, a practice observed in mergers such as BlackRock's acquisition of eFront.
• The differing conversion ratios for Class A and Class B common stock are typical for companies with dual-class share structures, often reflecting different voting rights or economic interests, as seen in companies like Alphabet (Google) or Berkshire Hathaway.

Corporate Governance

Related Party Transactions

• Jonathan Slager's indirect beneficial ownership through SF Intentional Irrevocable Trust Dated December 30, 2019, J.P. Slager, LLC, and Slager Family Limited Partnership, all of which participated in the merger conversion. These entities are controlled by or associated with the reporting person.

Stakeholder Impact

• Shareholders: Former BRDG shareholders now hold shares in Apollo Global Management, Inc., gaining exposure to a larger, diversified financial services firm but losing direct exposure to BRDG as an independent entity.
• Employees: Integration into Apollo Global Management, Inc. may lead to changes in organizational structure, roles, and compensation, though the CEO's new RSU award suggests continuity for key management.
• Customers/Clients: The merger could lead to expanded product offerings or changes in service delivery as BRDG's operations are integrated into Apollo's platform.
• Creditors: The financial strength and creditworthiness of the combined entity (Apollo Global Management, Inc.) will now underpin BRDG's obligations.

Next Steps

• Jonathan Slager's newly awarded restricted stock units will begin vesting on September 2, 2026, in four equal annual installments.
• Former shareholders of Bridge Investment Group Holdings Inc. now hold shares of Apollo Global Management, Inc. and will be subject to Apollo's corporate governance and financial reporting.

Key Dates

Recommendation

The filing details the completion of a merger where Bridge Investment Group Holdings Inc. was acquired by Apollo Global Management, Inc. As BRDG shares have been converted into Apollo shares, there is no longer an independent BRDG stock to trade. For existing BRDG shareholders, the recommendation would be to 'hold' their newly acquired Apollo shares, as the merger terms have been executed and the value is now tied to Apollo's performance. A 'buy' or 'sell' recommendation would now apply to Apollo Global Management, Inc. stock, which is beyond the scope of this specific BRDG Form 4 filing.

Keywords

Bridge Investment Group Holdings Inc., BRDG, Apollo Global Management Inc., Merger, Acquisition, SEC Form 4, Beneficial Ownership, Jonathan Slager, Restricted Stock Units, Equity Conversion, Corporate Governance