Quarterly report pursuant to Section 13 or 15(d)

SHAREHOLDERS??? EQUITY

v3.24.3
SHAREHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY
Changes in Shareholders’ Equity and Non-Controlling Interests
Collapse of 2021 Profits Interests Awards
On July 1, 2023, certain of the Company’s 2021 profits interests awards were collapsed into 489,407 shares of Class A common stock and 2,429,453 Class A Units. The profits interests were collapsed based on their fair values and the relative value of the Company, based on distributable earnings attributable to the Operating Company, distributable earnings of the applicable subsidiary where such profits interests were held, and the market price of the Company’s Class A common stock as of the date of the collapse. This resulted in a decrease in net income attributable to non-controlling interests for periods subsequent to July 1, 2023; however, there was a corresponding increase in the number of outstanding Class A Units and shares of Class A common stock. The collapse of the 2021 profits interests awards was accounted for as a modification.
Collapse of 2020 Profits Interests Awards
On January 1, 2023, certain of the Company’s 2020 profits interests awards were collapsed into 801,927 shares of our Class A common stock and 2,025,953 Class A Units. The profits interests were collapsed based on their fair values and the relative value of the Company, based on distributable earnings attributable to the Operating Company, distributable earnings of the applicable subsidiary where such profits interests were held, and the market price of our Class A common stock as of the date of the collapse. This resulted in a decrease in net income attributable to non-controlling interests for periods subsequent to January 1, 2023; however, there was a corresponding increase in the number of outstanding Class A Units and shares of our Class A common stock. The collapse of the 2020 profits interests awards was partially accounted for as a modification and partially accounted for as cancellations. For the 2020 profits interests awards that were cancelled, the Company accelerated the recognition of the unamortized share-based compensation expense amounting to $0.3 million for the nine months ended September 30, 2023.
Redemptions of Non-controlling Interest in Bridge Investment Group Holdings Inc.
Certain current and former employees of the Company directly or indirectly own interests in the Operating Company, presented as non-controlling interests in the Operating Company. Non-controlling interests in the Operating Company have the right to require the Operating Company to redeem part or all of such member’s Class A Units for cash based on the market value of an equivalent number of shares of our Class A common stock at the time of redemption, or at the Company’s election as managing member of the Operating Company, through issuance of shares of our Class A common stock on a one-for-one basis. At the end of each period, non-controlling interests in the Operating Company is adjusted to reflect their ownership percentage in the Operating Company at the end of the period, through a reallocation between controlling and non-controlling interests in the Operating Company.
During the nine months ended September 30, 2024, 1,622,944 Class A Units were redeemed, with the issuance of our Class A common stock on a one-for-one basis.
Bridge Investment Group Holdings Inc.
The Company has two classes of common stock outstanding, Class A common stock and Class B common stock. Our Class A common stock is traded on the New York Stock Exchange. As of September 30, 2024, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.01 per share, 236,037,892 shares of Class B common stock with a par value of $0.01 per share, and 20,000,000 shares of preferred stock, with a par value of $0.01 per share. Each share of our Class A common stock is entitled to one vote and each share of our Class B common stock is entitled to ten votes. Refer to Note 1, “Organization” for additional information about the Company’s common stock.
As of September 30, 2024, 41,780,458 shares of our Class A common stock (including Restricted Stock) were outstanding, 79,321,482 shares of our Class B common stock were outstanding, and no shares of preferred stock were outstanding.
The following table presents a reconciliation of Bridge Investment Group Holdings Inc. common stock for the nine months ended September 30, 2024:
Bridge Investment Group Holdings Inc.
Class A
Common
Stock		 Class A
Restricted
Common
Stock 		Class B
Common
Stock
Balance as of December 31, 2023 30,273,513  7,556,376  80,618,708 
Class A common stock issued - unitholder conversions 1,622,944  —  (1,297,226)
Class A restricted common stock issued 5,498  2,667,041 
Class A restricted common stock forfeited —  (344,914) — 
Class A restricted common stock vested 1,290,619  (1,290,619) — 
Balance as of September 30, 2024 33,192,574  8,587,884  79,321,482 
Dividends are made to our Class A common stockholders and distributions are made to members of the Operating Company and holders of non-controlling interests in subsidiaries. Distributions are reflected when paid in the condensed consolidated statements of stockholders’ equity, while dividends on our Class A common stock are reflected when declared by the Company’s board of directors.
During the three and nine months ended September 30, 2024 and 2023, the Company declared and paid the following dividends on our Class A common stock (dollar amounts in thousands, except per share data):
Dividend Record Date Dividend Payment Date Dividend per Share of Common Stock Dividend to Common Stockholders
March 8, 2024 March 22, 2024 $ 0.07  $ 2,582 
May 31, 2024 June 14, 2024 0.12  4,972 
August 30, 2024 September 13, 2024 0.13  5,340 
$ 0.32  $ 12,894 
March 10, 2023 March 24, 2023 $ 0.17  $ 5,541 
June 2, 2023 June 16, 2023 0.15  4,850 
September 1, 2023 September 15, 2023 0.17  5,805 
$ 0.49  $ 16,196 
Bridge Investment Group Holdings LLC
Prior to the IPO, the Operating Company had three classes of membership interests: (i) Class A; (ii) Class B-1; and (iii) Class B-2. Class A and Class B-1 represented the voting equity holders and Class B-2 represented profits interests awarded to employees of the Operating Company. Class B-1 and B-2 interests were issued as “profits interests,” pursuant to agreements entered into with certain employees during 2021, 2020 and 2019. At the time of issuance, the Class B-1 and B-2 interests had a capital account interest of zero. The holders of Class B-1 and B-2 interests were entitled to distributions in excess of the defined threshold per the respective award. The holders of Class B-2 interests did not have voting rights. As part of the Transactions, the Class B-1 and Class B-2 interests were exchanged for Class A Units in the Operating Company on a one-for-one basis. As part of the Transactions, 97,463,981 new Class B Units were issued.
Net profits and any other items of income are allocated to the members’ capital accounts in a manner that is consistent with their respective ownership percentages. Distributions to members are generally made in a manner consistent with their respective ownership percentages at the time the profits were generated and are subject to approval of the Company’s board of directors. During the three and nine months ended September 30, 2024, $5.3 million and $16.7 million, respectively, was distributed to non-controlling interests in the Operating Company and $14.4 million and $44.2 million, respectively, was distributed to non-controlling interest in the Company. During the three and nine months ended September 30, 2023, $14.0 million and $33.4 million, respectively, was distributed to the Operating Company’s members, and $24.0 million and $73.4 million, respectively, was distributed to non-controlling interests in the Operating Company.
The Operating Company’s members’ capital interests are transferable; however, transfers are subject to obtaining the prior written consent of the Company, with certain exceptions for transfers to affiliated parties. Members’ liability is limited to the capital account balance. Distributions are reflected in the condensed consolidated statements of changes in equity when declared by the board of directors and consist of distributions to members and non-controlling interest holders.
As of September 30, 2024, the Company is the sole managing member of the Operating Company, and owns 41,780,458 Class A Units and 97,463,981 Class B Units (voting only) of the Operating Company, which represents 30% and 100% of the total outstanding Class A Units and Class B Units, respectively. The Company controls the business and affairs of the Operating Company and its direct and indirect subsidiaries.
The following table presents a reconciliation of the Operating Company’s Class A Units and Class B Units for the nine months ended September 30, 2024:
Bridge Investment Group Holdings LLC
Class A
Units		 Class B
Units
Balance as of December 31, 2023 130,084,585  97,463,981 
Issuance of Class A Units 669,345  — 
Forfeiture of unvested Class A Units (114,117) — 
Balance as of September 30, 2024 130,639,813  97,463,981