0001854401FALSE00018544012023-07-012023-07-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 1, 2023
_________________________
Bridge Investment Group Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
_________________________
Delaware001-4062286-2769085
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
111 East Sego Lily Drive, Suite 400
Salt Lake City, Utah
84070
(Address of Principal Executive Offices)(Zip Code)
(801) 716-4500
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, $0.01 par value per shareBRDGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds.
On July 1, 2023, Bridge Investment Group Holdings Inc. (the “Company” or, together with its subsidiaries, “Bridge”) and Bridge Investment Group Holdings LLC (the “Operating Company”) issued 489,407 shares of Class A common stock, $0.01 par value per share (the “Class A Shares”), and 2,429,453 Class A common units (the “Class A Units”), respectively, to redeem certain equity interests in their subsidiaries. The Class A Shares and Class A Units were valued at a total of $5,554,769 and $27,574,292, respectively, based on the closing price of the Class A Shares on June 30, 2023.

The terms of the Class A Units are governed by the Operating Company’s Fifth Amended and Restated LLC Agreement. The Class A Units are redeemable at the option of the holders, which redemption obligation may be satisfied by cash or newly issued shares of Class A common stock at the election of the Company (determined solely by its independent directors (within the meaning of the New York Stock Exchange rules) who are disinterested).

The Class A Shares and Class A Units were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BRIDGE INVESTMENT GROUP HOLDINGS INC.
By:/s/ Jonathan Slager
Name:Jonathan Slager
Title:Chief Executive Officer
Date: July 5, 2023