Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 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 801,927 shares of Class A common stock,
$0.01 par value per share (the "Class A Shares"), and 1,531,106 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 $9,663,220 and $18,449,827, respectively, based on the closing price of the
Class A Shares on December 30, 2022.
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.
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