[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section highlights that the quarterly report contains forward-looking statements regarding operations, taxes, earnings, financial performance, and dividends, cautioning that these are not guarantees of future performance and are subject to known and unknown risks, assumptions, and uncertainties, advising readers not to place undue reliance on them - The report contains forward-looking statements about operations, taxes, earnings, financial performance, and dividends, which are **not guarantees of future performance**[9](index=9&type=chunk) - Readers are cautioned that **actual results may differ materially** from expectations due to difficult-to-predict risks, assumptions, and uncertainties[9](index=9&type=chunk) - The company **does not plan to publicly update or revise** any forward-looking statements unless required by applicable law[11](index=11&type=chunk) [Certain Definitions](index=3&type=section&id=CERTAIN%20DEFINITIONS) This section provides definitions for key terms used throughout the quarterly report, including 'assets under management' (AUM), 'fee-earning AUM', and specific entity names, as well as details regarding the 'Merger Agreement' with Apollo Global Management, Inc - **Assets Under Management (AUM)** includes the fair value of managed funds/vehicles, uncalled capital commitments, and fair value of managed REITs, not reduced by indebtedness[14](index=14&type=chunk) - **Fee-earning AUM** refers to assets from which the company earns management fee or other revenue[15](index=15&type=chunk) - The **Merger Agreement**, dated February 23, 2025, outlines the acquisition of the Company by Apollo Global Management, Inc. in an **all-stock transaction valued at approximately $1.5 billion**, expected to close in **Q3 2025**[15](index=15&type=chunk)[16](index=16&type=chunk)[48](index=48&type=chunk) [Part I. Financial Information](index=7&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, and disclosures on market risk and controls [Item 1. Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements for Bridge Investment Group Holdings Inc. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, comprehensive income (loss), changes in equity, and cash flows, along with detailed accompanying notes [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets provide a snapshot of the company's financial position, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets Summary | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Cash and cash equivalents | $72,819 | $90,599 | $(17,780) | -19.6% | | Total assets | $1,177,964 | $1,247,382 | $(69,418) | -5.6% | | Total liabilities | $723,658 | $741,482 | $(17,824) | -2.4% | | Total equity | $454,306 | $505,900 | $(51,594) | -10.2% | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations present the company's revenues, investment income (loss), expenses, and net income (loss) for the three and six months ended June 30, 2025, and 2024, highlighting a significant decrease in net income and a net loss for the six-month period in 2025 Condensed Consolidated Statements of Operations Summary | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Total revenues | $96,539 | $104,760 | $192,844 | $207,549 | | Total investment income (loss) | $6,338 | $25,596 | $(1,360) | $(23,106) | | Total expenses | $96,759 | $87,098 | $212,475 | $184,027 | | Net income (loss) | $2,792 | $27,494 | $(34,810) | $(9,305) | | Net (loss) income attributable to Bridge Investment Group Holdings Inc. | $(482) | $(2,431) | $(12,657) | $7,387 | | Basic EPS | $(0.01) | $(0.11) | $(0.38) | $0.18 | | Diluted EPS | $(0.01) | $(0.11) | $(0.38) | $0.07 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The condensed consolidated statements of comprehensive income (loss) detail the net income (loss) and other comprehensive income (loss) components, primarily foreign currency translation adjustments, for the three and six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Comprehensive Income (Loss) Summary | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------------------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Net income (loss) | $2,792 | $27,494 | $(34,810) | $(9,305) | | Other comprehensive (loss) income—foreign currency translation adjustments, net of tax | $(129) | $78 | $(141) | $27 | | Total comprehensive income (loss) | $2,663 | $27,572 | $(34,951) | $(9,278) | | Comprehensive (loss) income attributable to Bridge Investment Group Holdings Inc. | $(611) | $(2,353) | $(12,798) | $7,414 | [Condensed Consolidated Statements of Changes in Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) This section outlines the changes in shareholders' equity for the three and six months ended June 30, 2025, and 2024, reflecting net income/loss, exchanges of Class A Units for Class A common stock, capital contributions, share-based compensation, and distributions Condensed Consolidated Statements of Changes in Equity Summary | Metric | Balance as of December 31, 2024 (in thousands) | Net loss (in thousands) | Exchange of Class A Units for Class A common stock (in thousands) | Share-based compensation, net of forfeitures (in thousands) | Distributions (in thousands) | Dividends on Class A Common Stock/Units (in thousands) | Balance as of June 30, 2025 (in thousands) | | :------------------------------------------------- | :------------------------------------------- | :---------------------- | :------------------------------------------------ | :------------------------------------------------ | :--------------------------- | :------------------------------------------------ | :------------------------------------------- | | Class A Common Stock | $417 | — | $24 | $25 | — | — | $466 | | Class B Common Stock | $793 | — | $(20) | — | — | — | $773 | | Additional Paid-In Capital | $104,397 | — | $(4,558) | $9,643 | — | — | $113,471 | | Accumulated Deficit | $(22,449) | $(12,657) | — | — | — | $(4,889) | $(39,818) | | Accumulated Other Comprehensive Income (Loss) | $265 | — | — | — | — | — | $124 | | Non-controlling interests in Bridge Investment Group Holdings LLC | $248,365 | $(11,243) | — | $190 | $(8,283) | — | $229,361 | | Non-controlling interests in Bridge Investment Group Holdings Inc. | $174,112 | $(10,910) | — | $11,397 | $(20,263) | — | $149,929 | | **Total Equity** | **$505,900** | **$(34,810)** | **$(4,554)** | **$21,255** | **$(28,546)** | **$(4,889)** | **$454,306** | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows provide a summary of cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024, showing a net decrease in cash for the current period Condensed Consolidated Statements of Cash Flows Summary | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :-------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net cash provided by operating activities | $18,058 | $68,043 | | Net cash (used in) provided by investing activities | $(2,956) | $11,469 | | Net cash used in financing activities | $(33,480) | $(61,866) | | Net (decrease) increase in cash, cash equivalents, and restricted cash | $(18,378) | $17,646 | | Cash, cash equivalents and restricted cash - end of period | $84,053 | $84,906 | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures that are an integral part of the condensed consolidated financial statements, covering the company's organization, significant accounting policies, revenue breakdown, investment details, debt obligations, equity changes, and other financial commitments and contingencies [Note 1. Organization](index=14&type=section&id=Note%201.%20Organization) This note describes Bridge Investment Group Holdings Inc. as a leading alternative investment manager, its organizational structure, the impact of its IPO, and the details of the pending merger with Apollo Global Management, Inc., which was approved by stockholders on June 17, 2025 - Bridge Investment Group Holdings Inc. is a leading alternative investment manager diversified across specialized asset classes, with a nationwide operating platform[37](index=37&type=chunk) - The Company's principal asset is a **controlling financial interest** in Bridge Investment Group Holdings LLC (the 'Operating Company'), holding **approximately 33% economic interest** as of June 30, 2025[38](index=38&type=chunk) - On February 23, 2025, the Company entered into a **Merger Agreement** with Apollo Global Management, Inc., valued at **approximately $1.5 billion**, which was **approved by stockholders on June 17, 2025**, and is **expected to close in Q3 2025**[48](index=48&type=chunk)[56](index=56&type=chunk) [Note 2. Significant Accounting Policies](index=18&type=section&id=Note%202.%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies used in preparing the condensed consolidated financial statements, including the basis of presentation, principles of consolidation for VIEs and voting interest entities, fair value measurements, revenue recognition methods for various fee types, and the impact of recently issued accounting standards - Financial statements are prepared in accordance with **GAAP for interim information**, consolidating entities where the Company has a controlling financial interest (VIEs or voting interest entities)[57](index=57&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk) - Fair value measurements are categorized into a **three-level hierarchy (Level 1, 2, 3)** based on market price observability, with the **fair value option elected for General Partner Notes Payable**[69](index=69&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) - **Revenue is recognized when performance obligations are satisfied**, with detailed policies for fund management fees, property management, construction, development, transaction, fund administration fees, insurance premiums, and performance allocations[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[101](index=101&type=chunk) - The Company **adopted ASU 2023-07 (Segment Reporting) retrospectively as of December 31, 2024**, and is **evaluating ASU 2023-09 (Income Tax Disclosures) and ASU 2024-01 (Profits Interest)**[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Note 3. Revenue](index=28&type=section&id=Note%203.%20Revenue) This note disaggregates the company's revenues by significant product offerings for the three and six months ended June 30, 2025, and 2024, and discusses deferred revenues and credit losses, particularly those related to the commercial office sector Revenue Breakdown | Revenue Type | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Fund management fees | $58,465 | $61,453 | $117,773 | $122,558 | | Property management and leasing fees | $16,693 | $17,763 | $33,686 | $37,700 | | Construction management fees | $1,705 | $1,814 | $2,994 | $3,511 | | Development fees | $1,038 | $828 | $2,084 | $1,659 | | Transaction fees | $4,816 | $6,404 | $8,009 | $13,204 | | Fund administration fees | $4,845 | $4,579 | $9,705 | $9,636 | | Insurance premiums | $5,811 | $6,405 | $11,597 | $11,102 | | Other asset management and property income | $3,166 | $5,514 | $6,996 | $8,179 | | **Total revenues** | **$96,539** | **$104,760** | **$192,844** | **$207,549** | - **Deferred revenues were $11.5 million as of June 30, 2025, down from $17.3 million as of December 31, 2024**, with $15.7 million recognized as revenue during the six months ended June 30, 2025[128](index=128&type=chunk) - **Credit losses of $1.9 million were recognized for the six months ended June 30, 2025**, **primarily related to Bridge Office Fund LP (BOF I) and Bridge Office Fund II LP (BOF II)**, due to unfavorable market conditions in the commercial office sector[129](index=129&type=chunk) [Note 4. Marketable Securities](index=29&type=section&id=Note%204.%20Marketable%20Securities) This note summarizes the company's marketable securities, which primarily consist of investments in exchange-traded funds and mutual funds held by BIGRM, reported at fair value Marketable Securities Summary | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------- | :------------------------------- | | Common shares in publicly traded company | $51 | $73 | | Exchange traded funds | $1,440 | $3,157 | | Mutual funds | $13,187 | $17,889 | | **Total marketable securities** | **$14,678** | **$21,119** | [Note 5. Investments](index=29&type=section&id=Note%205.%20Investments) This note details the company's investments, including accrued performance allocations and partnership interests in company-sponsored and third-party funds, which are generally valued using the Net Asset Value (NAV) of the respective vehicles Investments Summary | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Accrued performance allocations | $328,616 | $339,560 | | Partnership interests in Company-sponsored funds | $145,222 | $153,181 | | Investments in third-party partnerships | $16,132 | $15,364 | | Other | $13,403 | $12,615 | | **Total other investments** | **$174,757** | **$181,160** | - The Company recognized **income of $4.5 million and losses of $10.7 million** related to accrued performance allocations and other investments for the three and six months ended June 30, 2025, respectively[133](index=133&type=chunk) - Accrued performance allocations and partnership interests are **generally valued using the NAV of the respective vehicle**, with **managed funds reported on a three-month lag**[132](index=132&type=chunk)[135](index=135&type=chunk) [Note 6. Notes Receivable from Affiliates](index=30&type=section&id=Note%206.%20Notes%20Receivable%20from%20Affiliates) This note provides details on the company's notes receivable from affiliated funds and employees, including outstanding balances, weighted-average interest rates, and the recognition of credit loss expenses related to certain office funds Notes Receivable from Affiliates Summary | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------- | :------------------------------- | | Bridge Office Fund II | $18,375 | $15,800 | | Bridge Office Holdings LLC | $12,254 | $15,000 | | Bridge Single-Family Rental Fund IV | $8,454 | $4,924 | | Bridge Workforce and Affordable Housing Fund III LP | $0 | $200 | | **Total notes receivable from affiliates** | **$39,083** | **$35,924** | | Notes receivable from employees | $4,326 | $5,954 | | **Total notes receivable from affiliates (overall)** | **$43,409** | **$41,878** | - A **credit loss expense of $2.7 million (principal) and $0.7 million (interest and fees)** was recognized during the three and six months ended June 30, 2025, related to the Bridge Office Holdings LLC notes receivable[139](index=139&type=chunk) - Interest on notes receivable from affiliates accrued at a **weighted-average fixed rate of 5.39%** as of June 30, 2025[138](index=138&type=chunk) [Note 7. Fair Value Measurements](index=31&type=section&id=Note%207.%20Fair%20Value%20Measurements) This note details the company's fair value measurements, classifying assets and liabilities into a three-level hierarchy based on market price observability and explaining the valuation methods used for various financial instruments, including the use of NAV as a practical expedient for certain investments Fair Value Measurements Summary | Category | Level 1 (in thousands) | Level 2 (in thousands) | Level 3 (in thousands) | Measured at NAV (in thousands) | Total (in thousands) | | :--------------------------------- | :--------------------- | :--------------------- | :--------------------- | :----------------------------- | :------------------- | | **June 30, 2025 Assets:** | | | | | | | Common shares in publicly traded company | $51 | — | — | — | $51 | | Exchange traded funds | $1,440 | — | — | — | $1,440 | | Mutual funds | $13,187 | — | — | — | $13,187 | | Accrued performance allocations | — | — | — | $328,616 | $328,616 | | Partnership interests | — | — | — | $161,354 | $161,354 | | Other investments | — | — | $13,403 | — | $13,403 | | **Total assets at fair value** | **$14,678** | **—** | **$13,403** | **$489,970** | **$518,051** | | **June 30, 2025 Liabilities:** | | | | | | | General Partner Notes Payable | — | — | — | $2,222 | $2,222 | - Accrued performance allocations and partnership interests are generally valued using the **NAV per share equivalent as a practical expedient**[147](index=147&type=chunk) - Fair values of private notes are estimated by discounting expected future cash outlays at **interest rates between 6.02% and 7.91%** as of June 30, 2025[153](index=153&type=chunk) [Note 8. Insurance Loss Reserves and Loss and Loss Adjustment Expenses](index=34&type=section&id=Note%208.%20Insurance%20Loss%20Reserves%20and%20Loss%20and%20Loss%20Adjustment%20Expenses) This note describes the insurance policies provided by BIGRM, a wholly-owned captive insurance subsidiary, and details the company's insurance loss reserves for property and casualty claims and self-insurance reserves for employee health benefits - BIGRM provides insurance policies for multifamily and commercial properties, covering risks like lease security deposit fulfillment, lessor legal liability, workers' compensation, property, and general liability deductibles[154](index=154&type=chunk)[158](index=158&type=chunk) - **Insurance loss reserves were $25.3 million as of June 30, 2025, and $21.3 million as of December 31, 2024**, based on estimated costs for reported and unreported claims[156](index=156&type=chunk) - **Medical self-insurance reserves for employee health benefits were $1.9 million as of June 30, 2025, and $2.8 million as of December 31, 2024**, with **stop-loss coverage for individual claims over $225,000**[157](index=157&type=chunk) [Note 9. General Partner Notes Payable](index=35&type=section&id=Note%209.%20General%20Partner%20Notes%20Payable) This note details the General Partner Notes Payable, which satisfy General Partner commitments to specific funds (BSH I GP and BMF III GP) and are measured at fair value, reflecting the related GP Lender's net asset value in the fund General Partner Notes Payable Summary | Fund | Commitment (in thousands) | Fair Value June 30, 2025 (in thousands) | Fair Value December 31, 2024 (in thousands) | | :-------------------------- | :------------------------ | :--------------------------------------- | :--------------------------------------- | | Bridge Seniors Housing Fund I | $4,775 | $2,125 | $2,681 | | Bridge Multifamily Fund III | $9,300 | $97 | $101 | | **Total** | **$14,075** | **$2,222** | **$2,782** | - The Company **elected the fair value option for General Partner Notes Payable**, with changes in value recorded in unrealized gains (losses)[159](index=159&type=chunk) [Note 10. Line of Credit](index=35&type=section&id=Note%2010.%20Line%20of%20Credit) This note provides information on the Operating Company's Credit Facility, including its $150.0 million revolving commitments, variable interest rates, financial covenants, and the fact that there was no outstanding balance as of June 30, 2025 - The Operating Company has a Credit Facility with **$150.0 million in revolving commitments**, **maturing on June 3, 2026**[162](index=162&type=chunk) - Borrowings bear interest based on a pricing grid over Term SOFR (**approximately 6.69% as of June 30, 2025**) and are subject to a quarterly unused commitment fee[163](index=163&type=chunk)[166](index=166&type=chunk) - As of June 30, 2025, there was **no outstanding balance on the Credit Facility**, and the Company was **in full compliance with all debt covenants**[166](index=166&type=chunk)[168](index=168&type=chunk) [Note 11. Notes Payable](index=36&type=section&id=Note%2011.%20Notes%20Payable) This note describes the company's Private Placement Notes, consisting of three tranches issued in 2020, 2022, and 2023, totaling $450.0 million, with various maturity dates and financial covenants - The Operating Company has **$450.0 million in Private Placement Notes**, issued in three tranches (2020, 2022, 2023), with **maturities ranging from July 2025 to March 2033**[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk)[174](index=174&type=chunk) Private Placement Notes Maturity Schedule | Year | Amount (in thousands) | | :--- | :-------------------- | | 2025 | $75,000 | | 2026 | — | | 2027 | $75,000 | | Thereafter | $300,000 | | **Total** | **$450,000** | - The Private Placement Notes contain financial covenants requiring maintenance of a **debt to EBITDA ratio, minimum liquidity, and minimum quarterly/trailing four fiscal quarters EBITDA**[172](index=172&type=chunk) [Note 12. Realized and Unrealized Gains (Losses)](index=37&type=section&id=Note%2012.%20Realized%20and%20Unrealized%20Gains%20(Losses)) This note summarizes the net realized and unrealized gains and losses on investments and other financial instruments for the three and six months ended June 30, 2025, and 2024, including those from General Partner Notes Payable Net Realized and Unrealized Gains (Losses) Summary (3 Months) | Category | 3 Months Ended June 30, 2025 (Net Realized) | 3 Months Ended June 30, 2025 (Net Unrealized) | 3 Months Ended June 30, 2024 (Net Realized) | 3 Months Ended June 30, 2024 (Net Unrealized) | | :-------------------------------- | :------------------------------------------ | :-------------------------------------------- | :------------------------------------------ | :-------------------------------------------- | | Investment in Company sponsored funds | $149 | $(2,484) | $962 | $(1,358) | | Investment in third-party partnerships | $(119) | $218 | $(117) | $(2,857) | | Other investments | $0 | $14 | $0 | $0 | | General Partner Notes Payable | $0 | $405 | $0 | $98 | | **Total realized and unrealized gains (losses), net** | **$30** | **$(1,847)** | **$845** | **$(4,117)** | Net Realized and Unrealized Gains (Losses) Summary (6 Months) | Category | 6 Months Ended June 30, 2025 (Net Realized) | 6 Months Ended June 30, 2025 (Net Unrealized) | 6 Months Ended June 30, 2024 (Net Realized) | 6 Months Ended June 30, 2024 (Net Unrealized) | | :-------------------------------- | :------------------------------------------ | :-------------------------------------------- | :------------------------------------------ | :-------------------------------------------- | | Investment in Company sponsored funds | $6 | $(9,637) | $(850) | $(8,688) | | Investment in third-party partnerships | $(194) | $82 | $(262) | $208 | | Other investments | $0 | $14 | $0 | $1,785 | | General Partner Notes Payable | $0 | $403 | $0 | $0 | | **Total realized and unrealized losses, net** | **$(188)** | **$(9,138)** | **$(1,112)** | **$(6,695)** | [Note 13. Income Taxes](index=37&type=section&id=Note%2013.%20Income%20Taxes) This note explains the company's income tax accounting, including its status as a corporation for U.S. federal income tax purposes, the deferred tax asset and liability related to the Tax Receivable Agreement (TRA), and the use of the discrete effective tax rate method for interim reporting - The Company is **taxed as a corporation for U.S. federal and state income tax purposes**, while the Operating Company and most subsidiaries are treated as partnerships[178](index=178&type=chunk)[179](index=179&type=chunk) - The **deferred income tax asset related to the TRA was $76.8 million and the corresponding TRA liability was $78.2 million** as of June 30, 2025, an increase from December 31, 2024[180](index=180&type=chunk) - The Company utilized the **discrete effective tax rate method** for the three and six months ended June 30, 2025, due to uncertainty in estimating the annual effective tax rate[182](index=182&type=chunk) [Note 14. Shareholders' Equity](index=38&type=section&id=Note%2014.%20Shareholders'%20Equity) This note details the changes in shareholders' equity, including the impact of the IPO, redemptions of non-controlling interests, activity in Class A and Class B common stock, and dividend declarations for Class A common stockholders - As of June 30, 2025, **46,570,329 shares of Class A common stock and 77,322,973 shares of Class B common stock were outstanding**[190](index=190&type=chunk) - During the six months ended June 30, 2025, **2,483,658 Class A Units were redeemed for Class A common stock on a one-for-one basis**[188](index=188&type=chunk) Dividends on Class A Common Stock/Units | Dividend Record Date | Dividend Payment Date | Dividend per Share of Common Stock | Dividend to Common Stockholders (in thousands) | | :------------------- | :-------------------- | :--------------------------------- | :------------------------------------------- | | March 14, 2025 | March 28, 2025 | $0.11 | $4,889 | | **Total (H1 2025)** | | **$0.11** | **$4,889** | | March 8, 2024 | March 22, 2024 | $0.07 | $2,582 | | May 31, 2024 | June 14, 2024 | $0.12 | $4,972 | | **Total (H1 2024)** | | **$0.19** | **$7,554** | [Note 15. Commitments and Contingencies](index=41&type=section&id=Note%2015.%20Commitments%20and%20Contingencies) This note discloses the company's operating lease liabilities, potential clawback obligations for performance income, ongoing legal matters, standby letters of credit, and various indemnification and other guarantees Operating Lease Liabilities | Year | Amount (in thousands) | | :--- | :-------------------- | | 2025 (excluding the six months ended June 30, 2025) | $2,538 | | 2026 | $4,662 | | 2027 | $4,000 | | 2028 | $1,430 | | 2029 | $1,308 | | Thereafter | $4,275 | | **Total lease liabilities** | **$18,213** | | Less: Imputed interest | $(2,630) | | **Total operating lease liabilities** | **$15,583** | - If all existing investments were worthless, the **performance income subject to potential repayment by Bridge GPs, net of tax distributions, would be approximately $203.2 million** as of June 30, 2025, with **$159.5 million reimbursable by certain professionals**[201](index=201&type=chunk) - The Company is party to certain legal claims and has **guaranteed standby letters of credit totaling $10.1 million** for its self-insurance program and $0.4 million for an operating lease[202](index=202&type=chunk)[203](index=203&type=chunk) [Note 16. Variable Interest Entities](index=43&type=section&id=Note%2016.%20Variable%20Interest%20Entities) This note explains the company's involvement with Variable Interest Entities (VIEs), its consolidation policies, and the maximum exposure to loss from unconsolidated sponsored private funds - The Company sponsors private funds as general partner, which are considered VIEs due to limited partners lacking substantive liquidation or kick-out rights[207](index=207&type=chunk) - The Company does not consolidate sponsored private funds where it has insignificant direct equity interests, accounting for them under the equity method[208](index=208&type=chunk) - The **maximum exposure to loss from unconsolidated private funds was $161.4 million** as of June 30, 2025[208](index=208&type=chunk) [Note 17. Related Party Transactions](index=43&type=section&id=Note%2017.%20Related%20Party%20Transactions) This note details the company's related party transactions, including receivables from affiliates for various fees and reimbursements, notes receivable from affiliates and employees, and payables due to affiliates in connection with the Tax Receivable Agreement (TRA) Receivables from Affiliates | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------------- | :----------------------------- | :------------------------------- | | Fees receivable from non-consolidated funds | $12,716 | $35,246 | | Payments made on behalf of and amounts due from non-consolidated entities | $22,999 | $19,066 | | **Total receivables from affiliates** | **$35,715** | **$54,312** | - **Total notes receivable from affiliates were $43.4 million** as of June 30, 2025[215](index=215&type=chunk) - **Accrued due to affiliates was $78.2 million** as of June 30, 2025, primarily in connection with the Tax Receivable Agreement (TRA)[216](index=216&type=chunk) [Note 18. Share-Based Compensation and Profits Interests](index=44&type=section&id=Note%2018.%20Share-Based%20Compensation%20and%20Profits%20Interests) This note describes the company's share-based compensation plans, including Restricted Stock, Restricted Stock Units (RSUs), and profits interests awards, detailing their vesting schedules, valuation methods, and the associated compensation expense - The **2021 Incentive Award Plan reserved 6,600,000 shares of Class A common stock, increasing to 16,918,559 shares as of January 1, 2025, with 5,700,455 shares remaining available for future grants**[218](index=218&type=chunk) Share-Based Compensation Expense | Category | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Profits interests award shares | $2,305 | $2,721 | $4,638 | $5,879 | | Restricted Stock and RSUs | $7,700 | $10,011 | $16,617 | $18,663 | | **Total share-based compensation** | **$10,005** | **$12,732** | **$21,255** | **$24,542** | - As of June 30, 2025, the aggregate **unrecognized compensation cost for all unvested Restricted Stock, RSU, and profits interests awards was $57.6 million**, expected to be recognized over a **weighted-average period of 1.8 to 2.0 years**[223](index=223&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) [Note 19. (Loss) Earnings Per Share](index=47&type=section&id=Note%2019.%20(Loss)%20Earnings%20Per%20Share) This note presents the calculation of basic and diluted earnings (loss) per share for Class A common stock, considering net income (loss) attributable to Bridge Investment Group Holdings Inc. and the impact of participating securities Earnings Per Share Summary | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (loss) income attributable to Bridge Investment Group Holdings Inc. | $(482) | $(2,431) | $(12,657) | $7,387 | | Basic EPS | $(0.01) | $(0.11) | $(0.38) | $0.18 | | Diluted EPS | $(0.01) | $(0.11) | $(0.38) | $0.07 | | Weighted-average shares of Class A common stock outstanding (Basic) | 35,889,995 | 32,461,347 | 35,602,217 | 31,902,163 | | Weighted-average shares of Class A common stock outstanding (Diluted) | 35,889,995 | 32,461,347 | 35,602,217 | 128,679,597 | - **Basic and diluted EPS for Class A common stock were $(0.01) for the three months ended June 30, 2025, and $(0.38) for the six months ended June 30, 2025**[228](index=228&type=chunk) [Note 20. Segment Reporting](index=48&type=section&id=Note%2020.%20Segment%20Reporting) This note states that Bridge operates as a single reportable and operating segment, an alternative investment manager, and provides a breakdown of consolidated expenses reviewed by the chief operating decision maker - The Company operates as **one reportable and operating segment: an alternative investment manager**[231](index=231&type=chunk) - The **chief operating decision maker (executive chairman) uses a consolidated approach** to assess financial performance and allocate resources[231](index=231&type=chunk) [Note 21. Subsequent Events](index=48&type=section&id=Note%2021.%20Subsequent%20Events) This note discloses significant events occurring after June 30, 2025, including the repayment of $75.0 million on 2020 Private Placement Notes, a change in management fee basis for Bridge Multifamily Fund V, the signing of the One Big Beautiful Bill Act (OBBBA), and the granting of RSUs to management - On July 22, 2025, **$75.0 million of principal on the 2020 Private Placement Notes was repaid** using proceeds from the Credit Facility[234](index=234&type=chunk) - Bridge Multifamily Fund V's management fee basis converted from committed to invested capital in July 2025, expected to reduce quarterly fund management fees by **approximately $2.0 million**[234](index=234&type=chunk) - On August 5, 2025, **2,575,429 RSUs were granted to certain management members, vesting over four years post-merger closing**[236](index=236&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=49&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including an overview of the business, recent events, trends affecting the business, key financial measures, operating metrics, and a detailed comparative analysis of financial performance for the three and six months ended June 30, 2025, and 2024 [Overview](index=49&type=section&id=Overview) The overview introduces Bridge Investment Group as a leading alternative investment manager with approximately $50.2 billion in AUM as of June 30, 2025, diversified across specialized asset classes, and highlights its vertically integrated structure and growth driven by strong investment returns - Bridge Investment Group is a leading alternative investment manager with **approximately $50.2 billion of AUM** as of June 30, 2025[238](index=238&type=chunk) - The company is diversified across specialized asset classes including real estate, credit, renewable energy, and secondaries strategies, utilizing a nationwide operating platform[238](index=238&type=chunk) [Business Segment](index=49&type=section&id=Business%20Segment) This section reiterates that the company operates as a single, fully integrated alternative investment manager, with the executive chairman serving as the chief operating decision maker who uses a consolidated approach to assess financial performance - The Company operates as **one business segment**, a fully integrated alternative investment manager[239](index=239&type=chunk) [Recent Events](index=49&type=section&id=Recent%20Events) This section highlights the significant recent event of the Merger Agreement with Apollo Global Management, Inc., which was approved by stockholders on June 17, 2025, and is expected to close in the third quarter of 2025 - On February 23, 2025, the Company entered into a Merger Agreement with Apollo Global Management, Inc. for an **all-stock transaction valued at approximately $1.5 billion**[240](index=240&type=chunk) - **Stockholders approved the Merger Proposal on June 17, 2025**, and the Mergers are **expected to close in the third quarter of 2025**[240](index=240&type=chunk)[241](index=241&type=chunk) [Trends Affecting Our Business](index=50&type=section&id=Trends%20Affecting%20Our%20Business) This section discusses various factors affecting the company's business, including global economic conditions, financial markets, and regulatory policies, emphasizing the importance of attracting new capital, generating strong returns, sourcing attractive investments, and maintaining a data advantage - Business performance is affected by financial markets, economic, and political conditions, with future performance dependent on attracting new capital, generating strong returns, sourcing attractive investments, and offering appealing products[244](index=244&type=chunk)[245](index=245&type=chunk)[249](index=249&type=chunk) - Ongoing economic headwinds, particularly in the **commercial office sector (2% of AUM)**, have led to the **cessation of fund management fees for Bridge Office Fund LP (BOF I) and reserving fees for Bridge Office Fund II LP (BOF II)**[245](index=245&type=chunk) - The company recognized a **credit loss expense of $2.7 million (principal) and $0.7 million (interest and fees) during Q2 2025** related to an unsecured loan to a subsidiary of BOF I[245](index=245&type=chunk) [Key Financial Measures](index=51&type=section&id=Key%20Financial%20Measures) This section defines and explains the company's key financial and operating measures, including various revenue streams (fund management, property management, construction, development, transaction, fund administration, insurance premiums, other asset management, performance fees) and expense categories (employee compensation, performance allocations compensation, loss and loss adjustment, third-party operating, general and administrative, depreciation and amortization, other income/expense, interest income/expense, income tax expense, net income attributable to non-controlling interests) - Fund management fees are generally based on a defined percentage of total commitments, invested capital, or NAV, with a **weighted-average management fee of 1.34%** as of June 30, 2025[250](index=250&type=chunk) - Performance fees include incentive fees and performance allocations (carried interest), with **approximately $18.0 billion of carry-eligible fee-earning AUM across 58 funds** as of June 30, 2025[257](index=257&type=chunk) - Employee compensation and benefits include salaries, bonuses, share-based compensation (Restricted Stock, RSUs, profits interests), and related benefits[262](index=262&type=chunk)[263](index=263&type=chunk) - General and administrative expenses cover professional services, occupancy, travel, communication, information services, and transaction costs[267](index=267&type=chunk) [Operating Metrics](index=55&type=section&id=Operating%20Metrics) This section presents key operating metrics, including Assets Under Management (AUM), Fee-Earning AUM, and Undeployed Capital, along with a summary of historical investment performance for closed-end funds by platform Assets Under Management (AUM) Evolution | Metric | 3 Months Ended June 30, 2025 (in millions) | 3 Months Ended June 30, 2024 (in millions) | 6 Months Ended June 30, 2025 (in millions) | 6 Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | | AUM as of beginning of period | $49,350 | $48,029 | $49,845 | $47,702 | | New capital / commitments raised | $471 | $302 | $687 | $455 | | Distributions / return of capital | $(600) | $(431) | $(1,131) | $(770) | | Change in fair value and acquisitions | $1,010 | $1,025 | $830 | $1,538 | | **AUM as of end of period** | **$50,231** | **$48,925** | **$50,231** | **$48,925** | | Increase % | 1.8% | 1.9% | 0.8% | 2.6% | Fee-Earning AUM Evolution | Metric | 3 Months Ended June 30, 2025 (in millions) | 3 Months Ended June 30, 2024 (in millions) | 6 Months Ended June 30, 2025 (in millions) | 6 Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Fee-earning AUM as of beginning of period | $21,982 | $21,953 | $22,306 | $21,703 | | Increases (capital raised/deployment) | $209 | $127 | $606 | $502 | | Changes in fair market value | $5 | $10 | $11 | $33 | | Decreases (liquidations/other) | $(292) | $(605) | $(1,019) | $(753) | | **Fee-earning AUM as of end of period** | **$21,904** | **$21,485** | **$21,904** | **$21,485** | | Decrease % | (0.4)% | (2.1)% | (1.8)% | (1.0)% | - As of June 30, 2025, the company had **$3.2 billion of undeployed capital**, with **$1.5 billion currently fee-earning** and **$1.7 billion becoming fee-earning upon deployment**[286](index=286&type=chunk) [Results of Operations](index=62&type=section&id=Results%20of%20Operations) This section provides a detailed comparative analysis of the company's financial performance, including revenues, investment income (loss), expenses, and other income (expense), for the three and six months ended June 30, 2025, versus the corresponding periods in 2024 [Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024](index=62&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030,%202024) For the three months ended June 30, 2025, total revenues decreased by 8% to $96.5 million, total investment income decreased by 75% to $6.3 million, and total expenses increased by 11% to $96.8 million, resulting in a net income of $2.8 million, down from $27.5 million in the prior year - **Total revenues decreased by $8.2 million (8%) to $96.5 million for Q2 2025**, primarily due to decreases in fund management fees, property management and leasing fees, transaction fees, and other asset management income[294](index=294&type=chunk) - **Total investment income decreased by $19.3 million (75%) to $6.3 million**, driven by a **$17.1 million decrease in unrealized performance allocations**, reflecting underlying market fundamentals[301](index=301&type=chunk)[303](index=303&type=chunk) - **Total expenses increased by $9.7 million (11%) to $96.8 million**, largely due to an **$8.8 million (94%) increase in general and administrative expenses**, including **$4.7 million in merger-related transaction costs and a $3.5 million credit loss write-off**[304](index=304&type=chunk)[308](index=308&type=chunk) [Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024](index=66&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030,%202024) For the six months ended June 30, 2025, total revenues decreased by 7% to $192.8 million, total investment loss improved significantly from $(23.1) million to $(1.4) million, and total expenses increased by 15% to $212.5 million, resulting in a net loss of $(34.8) million, compared to a net loss of $(9.3) million in the prior year - **Total revenues decreased by $14.7 million (7%) to $192.8 million for H1 2025**, primarily due to decreases in fund management fees, property management and leasing fees, and transaction fees[314](index=314&type=chunk) - **Total investment loss improved by $21.7 million (94%) to $(1.4) million**, driven by a **$32.2 million increase in unrealized performance allocations**, reflecting underlying market fundamentals[321](index=321&type=chunk)[323](index=323&type=chunk) - **Total expenses increased by $28.4 million (15%) to $212.5 million**, largely due to a **$25.6 million (123%) increase in general and administrative expenses**, including **$22.8 million in merger-related transaction costs and a $3.5 million credit loss write-off**[324](index=324&type=chunk)[328](index=328&type=chunk) [Non-GAAP Financial Measures](index=70&type=section&id=Non-GAAP%20financial%20measures) This section explains the company's use of non-GAAP financial measures, including Distributable Earnings, Fee Related Earnings, Fee Related Revenues, and Fee Related Expenses, providing their definitions and reconciliations to the most directly comparable GAAP financial measures - **Distributable Earnings is a key performance measure** used by management, excluding depreciation, amortization, unrealized performance allocations, share-based compensation, and non-recurring items from GAAP net income before taxes[337](index=337&type=chunk)[338](index=338&type=chunk) - **Fee Related Earnings (FRE) assesses profitability from recurring fee-based revenues**, adjusting Distributable Earnings to exclude realized performance allocations, net insurance income, investment earnings, and net interest[339](index=339&type=chunk) Non-GAAP Financial Measures Summary | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Total Fee Related Earnings attributable to the Operating Company | $27,970 | $35,883 | $52,538 | $69,827 | | Distributable Earnings attributable to the Operating Company | $25,725 | $35,487 | $42,704 | $67,660 | [Liquidity and Capital Resources](index=76&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity needs, sources of cash, and capital structure, including a summary of cash flows from operating, investing, and financing activities, and details regarding its corporate credit facilities and private placement notes [Summary of Cash Flows](index=77&type=section&id=Summary%20of%20Cash%20Flows) This sub-section provides a summary table of the company's net cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Summary of Cash Flows | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :-------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net cash provided by operating activities | $18,058 | $68,043 | | Net cash (used in) provided by investing activities | $(2,956) | $11,469 | | Net cash used in financing activities | $(33,480) | $(61,866) | | **Net (decrease) increase in cash, cash equivalents, and restricted cash** | **$(18,378)** | **$17,646** | [Operating Activities](index=77&type=section&id=Operating%20Activities) Cash provided by operating activities was $18.1 million for the six months ended June 30, 2025, primarily driven by adjustments for non-cash items, offset by a net loss and cash used for operating assets and liabilities - **Net cash provided by operating activities was $18.1 million for H1 2025, a decrease from $68.0 million in H1 2024**[358](index=358&type=chunk)[360](index=360&type=chunk) - H1 2025 operating cash flow was driven by **$60.2 million in non-cash adjustments** (including share-based compensation, unrealized performance allocations reversal, equity in income of investments, depreciation, and credit losses) offset by a **$34.8 million net loss**[360](index=360&type=chunk) [Investing Activities](index=77&type=section&id=Investing%20Activities) Net cash used in investing activities was $3.0 million for the six months ended June 30, 2025, primarily due to issuances of notes receivable and purchases of investments, partially offset by collections on notes and marketable securities sales - **Net cash used in investing activities was $3.0 million for H1 2025, compared to $11.5 million provided by investing activities in H1 2024**[358](index=358&type=chunk)[363](index=363&type=chunk) - H1 2025 investing activities included **$17.3 million in notes receivable issuances and $9.0 million in investment purchases**, partially offset by **$11.3 million from notes receivable collections and $10.8 million from marketable securities sales**[363](index=363&type=chunk) [Financing Activities](index=77&type=section&id=Financing%20Activities) Net cash used in financing activities was $33.5 million for the six months ended June 30, 2025, primarily due to distributions to non-controlling interests and dividends paid on Class A common stock - **Net cash used in financing activities was $33.5 million for H1 2025, compared to $61.9 million used in H1 2024**[358](index=358&type=chunk)[366](index=366&type=chunk) - H1 2025 financing outflows included **$28.5 million in distributions to non-controlling interests and $4.9 million in dividends paid on Class A common stock**[366](index=366&type=chunk) [Corporate Credit Facilities](index=78&type=section&id=Corporate%20Credit%20Facilities) This sub-section details the Operating Company's Credit Facility, including its $150.0 million revolving commitments, variable interest rates, and financial covenants, noting full availability as of June 30, 2025, and a subsequent $75.0 million draw for debt repayment - The Operating Company has a Credit Facility with **$150.0 million in revolving commitments**, bearing interest based on Term SOFR (**approx. 6.69% as of June 30, 2025**)[370](index=370&type=chunk)[371](index=371&type=chunk)[373](index=373&type=chunk) - As of June 30, 2025, the Company had **full availability on the Credit Facility** and was **in full compliance with all debt covenants**[373](index=373&type=chunk)[378](index=378&type=chunk) - On July 21, 2025, the Company **drew $75.0 million from the Credit Facility to repay principal on the 2020 Private Placement Notes**[373](index=373&type=chunk) [Private Placement Notes](index=78&type=section&id=Private%20Placement%20Notes) This sub-section describes the Operating Company's $450.0 million in Private Placement Notes, issued in three tranches with varying interest rates and maturity dates, and outlines the associated financial covenants - The Operating Company has **$450.0 million in Private Placement Notes**, issued in 2020, 2022, and 2023, with maturities ranging from July 2025 to March 2033[374](index=374&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk) - The notes carry **fixed interest rates between 3.90% and 6.10%** and are subject to covenants limiting indebtedness, liens, mergers, and requiring maintenance of specific debt to EBITDA and liquidity ratios[374](index=374&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk) [Debt Covenants](index=79&type=section&id=Debt%20Covenants) This section confirms that the company was in full compliance with all debt covenants for both its Credit Facility and Private Placement Notes as of June 30, 2025, and December 31, 2024 - The Company was **in full compliance with all debt covenants as of June 30, 2025, and December 31, 2024**[378](index=378&type=chunk) [Critical Accounting Estimates](index=79&type=section&id=Critical%20Accounting%20Estimates) This section states that there have been no significant changes in the company's critical accounting estimates during the quarter ended June 30, 2025 - **No significant changes in critical accounting estimates occurred during the quarter ended June 30, 2025**[380](index=380&type=chunk) [Recent Accounting Pronouncements](index=79&type=section&id=Recent%20Accounting%20Pronouncements) This section refers readers to Note 2, 'Significant Accounting Policies,' for a discussion of new accounting pronouncements that have been recently adopted or are not yet adopted by the company - For a discussion of new accounting pronouncements, refer to Note 2, 'Significant Accounting Policies,' in the condensed consolidated financial statements[381](index=381&type=chunk) [JOBS Act](index=79&type=section&id=JOBS%20Act) This section explains the company's status as an emerging growth company under the JOBS Act, which allows it to take advantage of an extended transition period for complying with new or revised accounting standards and other exemptions - The Company is an emerging growth company under the JOBS Act, allowing it to use an extended transition period for new or revised accounting standards[382](index=382&type=chunk) - The Company intends to rely on exemptions provided by the JOBS Act, including not complying with auditor attestation requirements of Section 404(b) of Sarbanes-Oxley[382](index=382&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=80&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to various financial market risks, including market risk, interest rate risk, credit and counterparty risk, liquidity risk, and foreign exchange rate risk, and how these risks are managed or mitigated - The company is exposed to market risk primarily through its role as general partner or investment manager for specialized funds, affecting equity in income of affiliates[385](index=385&type=chunk) - Interest rate risk is limited, with most cash in interest-bearing accounts and the Credit Facility bearing variable interest over Term SOFR; no derivative financial instruments are used for interest rate risk management[386](index=386&type=chunk) - Credit and counterparty risk is managed by **limiting financial transactions to reputable financial institutions**[387](index=387&type=chunk) - Foreign exchange rate risk is **not expected to materially impact financial statements** due to **insignificant foreign assets or transactions in non-U.S. dollar currencies**[388](index=388&type=chunk) [Item 4. Controls and Procedures](index=80&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures, concluding they were effective at a reasonable assurance level as of June 30, 2025, and states that there have been no material changes in internal control over financial reporting - Management, with the participation of the principal executive and financial officers, concluded that **disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025**[390](index=390&type=chunk) - There have been **no material changes in internal control over financial reporting** during the three months ended June 30, 2025[391](index=391&type=chunk) [Part II. Other Information](index=82&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and a list of exhibits [Item 1. Legal Proceedings](index=82&type=section&id=Item%201.%20Legal%20Proceedings) This section discloses that the company is involved in various legal claims and proceedings in the ordinary course of business, including two lawsuits and eleven stockholder demands related to alleged omissions in the merger proxy statement, which the company addressed by filing supplemental information - The company is party to various claims and legal actions in the ordinary course of business, **not expected to have a material adverse effect**[394](index=394&type=chunk) - **Two lawsuits and eleven stockholder demands were filed alleging material omissions or misstatements in the merger proxy statement**, which the company addressed by **filed supplemental information on June 11, 2025**[395](index=395&type=chunk) [Item 1A. Risk Factors](index=82&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes from the risk factors previously disclosed in the company's annual report on Form 10-K for the fiscal year ended December 31, 2024 - **No material changes from the risk factors previously disclosed** in the annual report on Form 10-K for the fiscal year ended December 31, 2024[396](index=396&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=82&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that there were no unregistered equity securities sold from April 1, 2025, to June 30, 2025, other than those previously disclosed in current reports on Form 8-K - **No unregistered equity securities were sold** from April 1, 2025, to June 30, 2025, beyond what was previously disclosed[397](index=397&type=chunk) [Item 3. Defaults Upon Senior Securities](index=82&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - **There were no defaults upon senior securities**[398](index=398&type=chunk) [Item 4. Mine Safety Disclosures](index=82&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that the disclosure requirements for mine safety are not applicable to the company [Item 5. Other Information](index=82&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report under this item [Item 6. Exhibits](index=83&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including the Agreement and Plan of Merger, Amended and Restated Certificate of Incorporation and Bylaws, Second Amended and Restated Tax Receivable Agreement, and various certifications - Key exhibits include the **Agreement and Plan of Merger (2.1), Amended and Restated Certificate of Incorporation (3.1) and Bylaws (3.2), Second Amended and Restated Tax Receivable Agreement (10.1), and CEO/CFO certifications (31.1, 31.2, 32.1, 32.2)**[401](index=401&type=chunk) [Signatures](index=84&type=section&id=SIGNATURES) This section contains the required signatures of the Chief Executive Officer and Chief Financial Officer, certifying the Form 10-Q report as of August 8, 2025 - The report is signed by **Jonathan Slager, Chief Executive Officer, and Katherine Elsnab, Chief Financial Officer, on August 8, 2025**[407](index=407&type=chunk)

[Second Quarter 2025 Results Overview](index=1&type=section&id=Second%20Quarter%202025%20Results%20Overview) This section provides an executive summary of Bridge Investment Group's financial performance and strategic updates for the second quarter of 2025 [Financial Highlights (Q2 2025)](index=1&type=section&id=Financial%20Highlights%20(Q2%202025)) Bridge Investment Group Holdings Inc. reported Q2 2025 financial results, with GAAP Net Income of $2.8 million and a net loss attributable to Bridge per share of Class A common stock of $(0.01) | Metric | Q2 2025 | | :------------------------------------------------ | :------ | | Net Income | $2.8 million | | Net (loss) attributable to Bridge per share (basic & diluted) | $(0.01) | | Fee Related Earnings (FRE) to Operating Company | $28.0 million | | Distributable Earnings (DE) of Operating Company | $25.7 million | | DE per share after-tax | $0.14 | - The loss per share was attributed to approximately **$4.7 million** of transaction costs related to the Apollo Merger Agreement and **$3.5 million** in credit losses due to the write-off of principal, interest, and fees on a note receivable related to Bridge Office Fund I[38](index=38&type=chunk)[39](index=39&type=chunk) [Common Dividend and Apollo Merger](index=1&type=section&id=Common%20Dividend%20and%20Apollo%20Merger) Bridge declared a final dividend of $0.045 per share of Class A common stock, anticipating the completion of its merger transaction with Apollo Global Management, Inc. in early September 2025 - Bridge declared a dividend of **$0.045 per share** of its Class A common stock, payable on August 29, 2025[4](index=4&type=chunk) - This is anticipated to be the **final dividend**, as the company expects to complete the transaction with Apollo Global Management, Inc. in **early September 2025**[4](index=4&type=chunk) [About Bridge Investment Group](index=2&type=section&id=About%20Bridge%20Investment%20Group) Bridge is a leading alternative investment manager with approximately $50 billion in assets under management (AUM) as of June 30, 2025, diversified across specialized U.S. asset classes - Bridge is a leading alternative investment manager with approximately **$50 billion** of assets under management as of June 30, 2025[6](index=6&type=chunk) - The company is diversified across specialized U.S. verticals including real estate, credit, renewable energy, and secondaries strategies[6](index=6&type=chunk) [Statement Regarding Forward-Looking Information](index=2&type=section&id=Forward-Looking%20Statements%20and%20Disclaimers) The release contains forward-looking statements regarding the proposed transaction with Apollo, future dividends, and operational plans, which are subject to various risks and uncertainties - Forward-looking statements are subject to certain risks, uncertainties, and assumptions, many of which are beyond the control of Apollo and the Company, that could cause actual results and performance to differ materially[8](index=8&type=chunk) - Factors and risks include the ultimate outcome of the proposed transaction, business disruptions, difficulties in retaining key personnel, maintaining business relationships, regulatory approvals, global macro-economic environment, cyber-attacks, public health crises, and litigation[9](index=9&type=chunk) - Neither Apollo nor the Company undertakes any obligation to publicly update or review any of these forward-looking statements[11](index=11&type=chunk) [Additional Information Regarding the Transaction and Where to Find It](index=4&type=section&id=Additional%20Transaction%20Information) This section clarifies that the earnings release is not an offer to sell securities but provides information regarding the proposed transaction with Apollo - This earnings release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities[12](index=12&type=chunk) - Apollo filed a registration statement on Form S-4 and a Joint Proxy Statement/Prospectus with the SEC in connection with the proposed transaction[14](index=14&type=chunk) - Investors are urged to read the Registration Statement, Joint Proxy Statement/Prospectus, and other relevant documents filed with the SEC for important information about the proposed transaction[15](index=15&type=chunk) [Second Quarter 2025 Earnings Presentation](index=10&type=section&id=Second%20Quarter%202025%20Earnings%20Presentation) This section presents a detailed overview of Bridge Investment Group's financial and operational performance for the second quarter of 2025 [Disclaimers and Forward-Looking Information](index=11&type=section&id=Disclaimers%20and%20Forward-Looking%20Information_Presentation) This section reiterates disclaimers about the presentation not constituting an offer for securities and provides extensive details on forward-looking statements, emphasizing associated risks - The presentation does not constitute an offer or invitation to subscribe for securities and any decision to purchase securities should be based solely on information in a prospectus[23](index=23&type=chunk)[27](index=27&type=chunk) - Forward-looking statements are subject to risks including the ultimate outcome of the Apollo transaction, business disruptions, personnel retention, regulatory approvals, global macro-economic environment (inflation, rising interest rates, recessionary conditions), cyber-attacks, and litigation[24](index=24&type=chunk)[25](index=25&type=chunk)[27](index=27&type=chunk) - All current period amounts presented in this presentation are preliminary and unaudited[35](index=35&type=chunk) [2ND Quarter 2025 overview](index=19&type=section&id=Q2%202025%20Key%20Highlights) Bridge reported a significant decrease in GAAP Net Income and Distributable Earnings for Q2 2025 year-over-year, while Gross AUM and Fee-Earning AUM saw modest increases | Metric | Q2 2025 | Q2 2024 | YoY Change % | | :----------------------------------------- | :------ | :------ | :------------- | | Total Revenue | $96.5 MM | $104.8 MM | (8)% | | GAAP Net Income (Loss) | $2.8 MM | $27.5 MM | (90)% | | Loss per share, Basic | $(0.01) | $(0.11) | 91% | | Fee Related Earnings ("FRE") to Operating Company | $28.0 MM | $35.9 MM | (22)% | | Distributable Earnings ("DE") of Operating Company | $25.7 MM | $35.5 MM | (28)% | | After-tax DE per share | $0.14 | $0.19 | (26)% | | Gross AUM | $50.2 Bn | $48.9 Bn | 3% | | Fee-Earning AUM | $21.9 Bn | $21.5 Bn | 2% | | Capital Raised | $0.5 Bn | $0.3 Bn | 59% | | Capital Deployed | $0.5 Bn | $0.4 Bn | 40% | | Dry Powder | $3.2 Bn | $3.1 Bn | 3% | | Realized Performance Allocations | $4.9 MM | $7.1 MM | (31)% | | Unrealized Accrued Performance Allocations | $328.6 MM | $338.9 MM | (3)% | - Bridge declared a dividend of **$0.045 per share** of its Class A common stock, anticipating the completion of the transaction with Apollo in **early September 2025**[41](index=41&type=chunk) [Assets Under Management (AUM)](index=21&type=section&id=Assets%20Under%20Management%20(AUM)) Bridge's Gross AUM reached $50.2 billion and Fee-Earning AUM (FEAUM) reached $21.9 billion as of Q2 2025, showing modest year-over-year growth [Gross AUM and Fee-Earning AUM](index=21&type=section&id=Gross%20AUM%20and%20Fee-Earning%20AUM%20Trends) This section details the trends and growth of Bridge's Gross Assets Under Management and Fee-Earning Assets Under Management | Metric | Q2 2025 ($ in billions) | Q2 2024 ($ in billions) | 5-Yr CAGR (2Q'20 vs 2Q'25) | | :---------------------- | :---------------------- | :---------------------- | :-------------------------- | | Gross AUM | $50.2 | $48.9 | ~19% | | Fee-Earning AUM (FEAUM) | $21.9 | $21.5 | ~18% | [Fee-earning AUM drivers](index=27&type=section&id=Fee-Earning%20AUM%20Drivers) This section analyzes the key factors driving changes in Fee-Earning Assets Under Management, including capital raised and deployed - **$476 million** of capital was raised in Q2 2025, primarily driven by Credit strategies, with **97%** of inflows from institutional investors and **3%** from individual investors[66](index=66&type=chunk) - **$509 million** of capital was deployed in Q2 2025, mostly driven by Multifamily, Logistics, and Net Lease strategies, not including approximately **$1.0 billion** of recycled capital activity within Credit strategies[66](index=66&type=chunk) - Fee-earning AUM as of Q2 2025 was relatively **flat** to Q1 2025, while total AUM increased **2%** quarter-over-quarter primarily due to appreciation in Secondaries, Credit, and Multifamily strategies[66](index=66&type=chunk) [Long duration capital drives fee visibility](index=31&type=section&id=Fee-Earning%20AUM%20by%20Remaining%20Duration%20and%20Strategy) This section highlights the long-term nature of Bridge's Fee-Earning Assets Under Management, emphasizing fee visibility and diversification - **68%** of total Fee-Earning AUM (FEAUM) has a remaining duration greater than **5 years**, with a weighted-average FEAUM remaining duration of **6.0 years** as of June 30, 2025[81](index=81&type=chunk)[82](index=82&type=chunk) - Over **97%** of FEAUM is in long-term, closed-end funds with no redemption features[81](index=81&type=chunk) - FEAUM is diversified across strategies, with significant portions in Debt (**22%**), Multifamily (**18%**), Secondaries (**17%**), and Logistics (**19%**)[80](index=80&type=chunk) [Revenue Analysis](index=23&type=section&id=Revenue%20Analysis) Total revenues for Q2 2025 decreased by 8% year-over-year to $96.5 million, and Fee Related Revenues also saw a decline [Total Revenues and Fee Related Revenue](index=23&type=section&id=Total%20Revenues%20and%20Fee%20Related%20Revenue%20Trends) This section presents an overview of Bridge's total revenues and fee-related revenues, including historical trends | Metric | LTM Q2 2025 ($ in millions) | LTM Q2 2024 ($ in millions) | 5-Yr CAGR (2Q'20 vs 2Q'25) | | :---------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenues | $398 | $408 | ~18% | | Total Fee Related Revenue | $310 | $312 | ~13% | [Fee related revenue summary](index=29&type=section&id=Fee%20Related%20Revenue%20Summary) This section summarizes the components and drivers of fee-related revenues, including recurring fund management and transaction fees - Recurring fund management fees decreased during Q2 2025 compared to Q1 2025, largely attributed to the change in fee basis for Newbury Fund IV and dispositions in Bridge Debt Strategies Fund IV[76](index=76&type=chunk) - Transaction fees increased in Q2 2025 compared to Q1 2025, largely due to the timing of deployment in logistics, development (opportunity zone), and multifamily strategies[76](index=76&type=chunk) - The Q2 2025 decrease in total net fund-level fee revenues was driven by a reduction in management fees attributed to dispositions, fee basis conversions for Newbury Funds, and timing of transaction fees[55](index=55&type=chunk) [Composition of Fund Management Fees](index=69&type=section&id=Composition%20of%20Fund%20Management%20Fees) This section details the sources and composition of fund management fees, categorized by fund launch year - In LTM Q2 2025, **83%** of fund management fees were from funds launched in prior years, **9%** from funds launched in the current year, and **1%** from one-time catch-up fees[156](index=156&type=chunk)[158](index=158&type=chunk) [Earnings Analysis (Non-GAAP)](index=25&type=section&id=Earnings%20Analysis%20(Non-GAAP)) Fee Related Earnings (FRE) to the Operating Company increased by 14% quarter-over-quarter in Q2 2025 to $28.0 million, driven by higher transaction fees and reduced administrative expenses [Non-GAAP financial measures](index=25&type=section&id=Fee%20Related%20Earnings%20(FRE)%20and%20Distributable%20Earnings%20(DE)) This section defines and presents Bridge's key non-GAAP financial measures, including Fee Related Earnings and Distributable Earnings | Metric | Q2 2025 ($ in thousands) | LTM Q2 2025 ($ in thousands) | | :----------------------------------------- | :----------------------- | :--------------------------- | | Fee Related Revenues | 73,234 | 310,311 | | Fee Related Expenses | (46,364) | (191,156) | | Total Fee Related Earnings | 26,870 | 119,155 | | Total Fee Related Earnings to the Operating Company | 27,970 | 119,294 | | Distributable Earnings attributable to the Operating Company | 25,725 | 103,481 | - Q2 2025 decrease in total net fund-level fee revenues was driven by a reduction in management fees attributed to dispositions, conversion of fee basis for Newbury Fund III and IV, and timing of transaction fees[55](index=55&type=chunk) - Q2 2025 increase in compensation and benefits was largely due to merit increases and variable compensation[56](index=56&type=chunk) [Earnings summary](index=33&type=section&id=Earnings%20Summary%20and%20Trends) This section provides a summary of Bridge's Fee Related Earnings and Distributable Earnings, highlighting quarter-over-quarter changes - Fee Related Earnings to the Operating Company in Q2 2025 increased **14%** quarter-over-quarter, driven by an increase in transaction fees and fee related performance revenue, coupled with a reduction in net administrative expenses[90](index=90&type=chunk) - Distributable Earnings to the Operating Company increased **52%** quarter-over-quarter, largely due to the timing and amount of net insurance loss[90](index=90&type=chunk) | Metric | Q2 2025 | Q2 2024 | | :-------------------------------- | :------ | :------ | | Total Revenues | $96.5 MM | $104.8 MM | | GAAP Net Income (Loss) | $2.8 MM | $27.5 MM | | Fee Related Earnings attributable to Operating Company | $28.0 MM | $35.9 MM | | Distributable Earnings attributable to Operating Company | $25.7 MM | $35.5 MM | [Fund Performance](index=35&type=section&id=Fund%20Performance) Bridge's closed-end funds show varied performance across strategies as of June 30, 2025, with strong historical net IRRs in residential housing and challenges in Seniors Housing and Office funds [Compelling fund-level track record](index=35&type=section&id=Compelling%20Fund-Level%20Track%20Record) This section showcases the historical performance of Bridge's closed-end funds, emphasizing strong returns in residential housing strategies - Bridge Multifamily V is approximately **75% called** with approximately **$0.6 billion** of dry powder available to deploy before the end of the extended investment period in December 2025[92](index=92&type=chunk) - Strong performance by residential housing funds is driven by Bridge's vertical integration[93](index=93&type=chunk) - The returns for Total Office Funds are not presented because Bridge Office I has a negative return that results in an incalculable IRR[168](index=168&type=chunk) [Investment Performance Summary - As of June 30, 2025 ($ in MM)](index=71&type=section&id=Investment%20Performance%20Summary%20(Detailed)) This section provides a detailed summary of investment performance for various fund strategies as of June 30, 2025 | Fund Strategy | Fund Name | Investor Levered Net IRR | Investor Unlevered Net IRR | | :---------------------- | :---------------------------------- | :----------------------- | :------------------------- | | Multifamily | Bridge Multifamily I | 15.1 % | 15.1 % | | Multifamily | Bridge Multifamily V | (13.9)% | (12.9)% | | Workforce & Affordable Housing | Bridge Workforce Housing I | 9.6 % | 9.7 % | | Secondaries | Newbury Equity Partners V | 9.7 % | 8.2 % | | Seniors Housing | Bridge Seniors I | (4.7)% | (4.5)% | | Office | Bridge Office II | (21.2)% | (18.2)% | | Single-Family Rental | Bridge SFR Predecessor Fund I | 15.7 % | 15.7 % | | Debt Strategies | Bridge Debt IV | 9.3 % | 8.9 % | [Notes to Performance Summary](index=75&type=section&id=Notes%20to%20Performance%20Summary) This section clarifies the methodology and scope of the presented investment performance data, including exclusions and calculation details - The investment performance presented illustrates the potential for performance-based fees to Bridge and does not reflect fund-level expenses, reserves, or reinvested capital[166](index=166&type=chunk) - Closed-End Funds performance excludes certain Opportunity Zone funds and funds currently raising capital, including open-ended funds[166](index=166&type=chunk) - Investor Levered Net IRR and Investor Unlevered Net IRR are annualized realized and unrealized internal rates of return to fee-paying fund investors, computed from inception, net of actual management fees, fund level expenses, and carried interest[166](index=166&type=chunk) [Capitalization and Balance Sheet](index=37&type=section&id=Capitalization%20and%20Balance%20Sheet) Bridge's balance sheet as of June 30, 2025, shows total assets of $1,178.0 million and total liabilities of $723.7 million [Distributable earnings and capitalization](index=37&type=section&id=Distributable%20Earnings%20Per%20Share%20and%20Balance%20Sheet) This section presents Bridge's distributable earnings per share and key balance sheet items, including cash and total assets | Metric | Q2 2025 | | :------------------------------------------------ | :------ | | After-Tax Distributable Earnings Per Share | $0.14 | | Weighted-average shares of Class A common stock outstanding | 35,889,995 | | Balance Sheet Item | June 30, 2025 ($ in thousands) | December 31, 2024 ($ in thousands) | | :--------------------------------- | :----------------------------- | :--------------------------------- | | Cash and cash equivalents | 72,819 | 90,599 | | Marketable securities, at fair value | 14,678 | 21,119 | | Total assets | 1,177,964 | 1,247,382 | | Notes payable | 447,690 | 447,325 | | Total liabilities | 723,658 | 741,482 | | Total equity | 454,306 | 505,900 | [Company Overview](index=39&type=section&id=Company%20Overview) Bridge Investment Group is a leading vertically integrated alternative investment manager with $50.2 billion in Gross AUM, recognized for its fundraising capabilities and loyal global investor base [Bridge Investment Group overview](index=41&type=section&id=Bridge%20Investment%20Group%20Overview) This section provides a high-level overview of Bridge Investment Group as a leading alternative investment manager with significant assets under management - Bridge is a leading vertically integrated alternative investment manager with **$50.2 billion** Gross AUM as of June 30, 2025[106](index=106&type=chunk)[107](index=107&type=chunk) - The company was ranked **13** global private equity real estate firm for fundraising by PERE in June 2024[106](index=106&type=chunk) - Bridge has a loyal global investor base with approximately **$15.7 billion** of capital raised over the last five years (July 1, 2020, through June 30, 2025)[106](index=106&type=chunk)[110](index=110&type=chunk) [Bridge's differentiated approach drives results](index=43&type=section&id=Bridge's%20Differentiated%20Approach) This section outlines Bridge's unique investment approach, emphasizing data-driven market selection, vertical integration, and citizenship initiatives - Bridge employs a data-driven approach to market selection, incorporating intelligence from its local **~2,250** on-the-ground colleagues and macroeconomic factors[114](index=114&type=chunk) - The vertically integrated model allows for control over the value chain, promotes knowledge sharing, and provides quality operating execution at a lower cost[114](index=114&type=chunk) - The company seeks to provide life-enhancing social & community programs at certain real estate assets and embeds citizenship initiatives, including charitable giving and diversity & inclusion, into firm governance[116](index=116&type=chunk) [Appendix](index=45&type=section&id=Appendix) This section provides supplementary financial information, including GAAP reconciliations, historical non-GAAP measures, and a glossary of terms [GAAP condensed consolidated balance sheets](index=47&type=section&id=GAAP%20Condensed%20Consolidated%20Balance%20Sheets) This section presents Bridge's condensed consolidated balance sheets in accordance with GAAP for specified periods | Balance Sheet Item | June 30, 2025 ($ in thousands) | December 31, 2024 ($ in thousands) | | :--------------------------------- | :----------------------------- | :--------------------------------- | | Cash and cash equivalents | 72,819 | 90,599 | | Total assets | 1,177,964 | 1,247,382 | | Total liabilities | 723,658 | 741,482 | | Total equity | 454,306 | 505,900 | [Unaudited Historical Non-GAAP Measures](index=49&type=section&id=Unaudited%20Historical%20Non-GAAP%20Measures) This section provides unaudited historical data for key non-GAAP financial measures, including net income, Distributable Earnings, and Fee Related Earnings | Metric | Q2 2023 | Q2 2024 | Q2 2025 | | :----------------------------------------- | :------ | :------ | :------ | | Net income (loss) | $(2,760) | $27,494 | $2,792 | | Distributable Earnings attributable to the Operating Company | $35,006 | $35,487 | $25,725 | | Total Fee Related Earnings to the Operating Company | $35,094 | $35,883 | $27,970 | [Unaudited Historical Reconciliation of Non-GAAP Distributable Earnings per Share](index=53&type=section&id=Unaudited%20Historical%20Reconciliation%20of%20Non-GAAP%20Distributable%20Earnings%20per%20Share) This section reconciles historical non-GAAP Distributable Earnings per share to GAAP figures, detailing adjustments and calculations | Metric | Q2 2023 | Q2 2024 | Q2 2025 | | :------------------------------------------------ | :------ | :------ | :------ | | Distributable Earnings attributable to the Operating Company | $35,006 | $35,487 | $25,725 | | DE attributable to Bridge Investment Group Holdings Inc. | $8,570 | $10,675 | $8,253 | | After-tax DE available to common shareholders | $4,929 | $6,227 | $4,904 | | After-Tax Non-GAAP Distributable Earnings Per Share | $0.20 | $0.19 | $0.14 | [Unaudited Historical Non-GAAP to GAAP Reconciliation](index=55&type=section&id=Unaudited%20Historical%20Non-GAAP%20to%20GAAP%20Reconciliation) This section provides a detailed reconciliation of non-GAAP financial measures to their most directly comparable GAAP equivalents - This section provides detailed adjustments to GAAP figures for items such as unrealized performance allocations, share-based compensation, and transaction and non-recurring costs to arrive at non-GAAP measures like Fee Related Earnings and Distributable Earnings[131](index=131&type=chunk)[132](index=132&type=chunk) [AUM Roll Forward (Unaudited)](index=59&type=section&id=AUM%20and%20FEAUM%20Roll%20Forward) This section presents the unaudited roll-forward of Assets Under Management (AUM) and Fee-Earning AUM (FEAUM) for specified periods | AUM Roll Forward ($ in millions) | Three Months Ended June 30, 2025 | LTM June 30, 2025 | | :--------------------------------- | :------------------------------- | :---------------- | | Balance as of beginning of period | $49,350 | $48,925 | | New capital / commitments raised | 471 | 2,049 | | Distributions / return of capital | (600) | (2,077) | | Change in fair value and acquisitions | 1,010 | 1,334 | | AUM as of end of period | $50,231 | $50,231 | | % Change | 1.8 % | 2.7 % | | FEAUM Roll Forward ($ in millions) | Three Months Ended June 30, 2025 | LTM June 30, 2025 | | :--------------------------------- | :------------------------------- | :---------------- | | Balance as of beginning of period | $21,982 | $21,486 | | Increases (capital raised/deployment) | 209 | 2,120 | | Changes in fair market value | 5 | 23 | | Decreases (liquidations/other) | (292) | (1,725) | | FEAUM as of end of period | $21,904 | $21,904 | | % Change | (0.4)% | 1.9 % | [FEAUM by Fund (Unaudited)](index=61&type=section&id=FEAUM%20by%20Fund) This section provides an unaudited breakdown of Fee-Earning Assets Under Management by individual fund as of specified dates | Fund Name | FEAUM June 30, 2025 ($ in millions) | FEAUM June 30, 2024 ($ in millions) | | :-------------------------------- | :---------------------------------- | :---------------------------------- | | Bridge Debt Strategies Fund IV | 2,428 | 2,774 | | Bridge Multifamily Fund V | 2,239 | 2,239 | | Newbury Equity Partners Fund V | 1,951 | 1,951 | | Bridge Opportunity Zone Fund IV | 1,476 | 1,476 | | Bridge Workforce Fund II | 1,429 | 1,372 | [Reconciliation of GAAP Shares of Common Stock Outstanding to Total Shares Outstanding](index=63&type=section&id=Reconciliation%20of%20GAAP%20Shares%20of%20Common%20Stock%20Outstanding%20to%20Total%20Shares%20Outstanding) This section reconciles GAAP shares of common stock outstanding to total shares outstanding, including participating partnership units | Share Type | Q2 2025 | | :------------------------------------------------ | :---------- | | GAAP Shares of Common Stock Outstanding | 37,357,910 | | Unvested Participating Shares of Common Stock | 9,212,419 | | Total Participating Shares of Common Stock | 46,570,329 | | Participating Partnership Units | 94,242,946 | | Unvested Participating Partnership Units | 185,698 | | Total Shares Outstanding | 140,998,973 | [Reconciliation of GAAP Loss per Share to Distributable Earnings per Share](index=65&type=section&id=Reconciliation%20of%20GAAP%20Loss%20per%20Share%20to%20Distributable%20Earnings%20per%20Share) This section reconciles GAAP loss per share to Distributable Earnings per share, detailing adjustments and weighted average shares | Metric | Amount ($ in thousands) | Weighted Average Shares Outstanding | Amount per Share | | :------------------------------------------------ | :---------------------- | :---------------------------------- | :--------------- | | Net loss available to Common Shareholders (GAAP) | (482) | 35,889,995 | $(0.01) | | Distributable Earnings attributable to the Operating Company | 25,725 | 141,189,394 | $0.18 | | Distributable Pre-Tax Earnings available to Common Shareholders | 6,539 | 35,889,995 | $0.18 | [Non-Controlling Interests](index=67&type=section&id=Non-Controlling%20Interests) This section details the allocation of performance allocations and financial measures related to non-controlling interests - The Operating Company receives **24% to 40%** of the gross performance allocations[153](index=153&type=chunk) | NON-GAAP FINANCIAL MEASURES | Total ($ in thousands) | Fund Management ($ in thousands) | Performance Income ($ in thousands) | | :------------------------------------------------ | :--------------------- | :------------------------------- | :---------------------------------- | | Fee Related Revenues | 73,234 | 73,234 | - | | Total Fee Related Earnings to the Operating Company | 27,970 | 27,973 | (3) | | Distributable Earnings Attributable to the Operating Company | 25,725 | 24,562 | 1,163 | [Glossary](index=77&type=section&id=Glossary) This section provides definitions for key financial terms and metrics used throughout the report, including AUM, DE, and FRE - Assets Under Management (AUM) represents the sum of the fair value of assets of managed funds/vehicles, uncalled capital commitments, and assets of REFTs, not reduced by outstanding indebtedness[170](index=170&type=chunk) - Distributable Earnings (DE) is a key performance measure that differs from GAAP net income by excluding items like depreciation, unrealized performance allocations, and share-based compensation[170](index=170&type=chunk) - Fee Related Earnings (FRE) is a supplemental measure to assess profits from recurring fee-based revenues, adjusting Distributable Earnings to exclude realized performance allocations and other non-fee-related items[170](index=170&type=chunk)[171](index=171&type=chunk)

Group 1 - Investors in Bridge Investment Group Holdings Inc. (BRDG) should monitor the stock due to significant activity in the options market, particularly the Oct 17, 2025 $15 Put which has high implied volatility [1] - Implied volatility indicates the market's expectation of future price movement, suggesting that investors anticipate a significant change in the stock's price, possibly due to an upcoming event [2] - Bridge Investment currently holds a Zacks Rank 3 (Hold) in the Financial - Investment Funds industry, which is in the top 38% of the Zacks Industry Rank, with the consensus estimate for the current quarter increasing from 20 cents to 22 cents per share over the last 30 days [3] Group 2 - The high implied volatility for Bridge Investment could indicate a developing trading opportunity, as options traders often seek to sell premium on options with high implied volatility to capture decay [4]

Core Insights - Invesco Commercial Real Estate Finance Trust, Inc. (INCREF) has provided $354.6 million in financing to Bridge Logistics Properties (BLP) for refinancing an industrial assets portfolio [1][3] - The portfolio consists of 24 properties totaling 2,454,761 square feet located in key states including California, Washington, Texas, New Jersey, New York, and Florida [2] - This financing aligns with INCREF's strategy of originating high-quality, income-generating loans secured by institutional quality assets in liquid markets across the US and Europe [3] Company Overview - INCREF is a perpetual life real estate investment trust focused on private credit secured by real estate, managed by Invesco Advisers, Inc. [4] - Invesco Real Estate, a global leader in real estate investment management, manages $85 billion in real estate assets and has a workforce of 605 employees across 21 regional offices [5] - Bridge Logistics Properties is a vertically integrated logistics real estate investment manager founded in 2021, led by experienced professionals from notable firms [7][8] Financial Strategy - The loan provided to BLP is characterized as a sub-70% loan-to-value loan secured by a diversified portfolio of well-leased, cash-flowing industrial properties [3] - With this financing, INCREF's portfolio now totals 61 loans representing over $3.6 billion in loan commitments across the US and Europe [3] Market Position - BLP focuses on value-driven investment strategies and collaborates closely with institutional capital partners, targeting coastal and gateway markets in the US [8] - Bridge Investment Group, the parent company of BLP, manages approximately $49 billion in assets and operates across various specialized asset classes [10]

Core Viewpoint - Kaskela Law LLC is investigating the fairness of the proposed buyout of Bridge Investment Group Holdings Inc. by Apollo, focusing on whether shareholders are receiving adequate consideration for their shares [1][3]. Summary by Sections Buyout Details - On February 24, 2025, Bridge announced an agreement to be acquired by Apollo in a stock-for-stock transaction, where Bridge stockholders will receive 0.07081 shares of Apollo stock for each share of Bridge Class A common stock, valued at $11.50 per share [2]. Investigation Focus - The investigation aims to determine if Bridge shareholders are receiving sufficient consideration for their shares and whether the company's officers or directors breached their fiduciary duties or violated securities laws in the sale agreement [3]. Legal Representation - Bridge shareholders are encouraged to contact Kaskela Law LLC for information regarding their legal rights and options, with the firm representing investors on a contingent basis, meaning no out-of-pocket costs for legal representation [4].

Core Viewpoint - Kaskela Law LLC is investigating the proposed buyout of Bridge Investment Group Holdings Inc. to assess the fairness of the offer to its shareholders [1][3]. Group 1: Acquisition Details - On February 24, 2025, Bridge announced an agreement to be acquired by Apollo in a stock-for-stock transaction [2]. - Bridge stockholders will receive 0.07081 shares of Apollo stock for each share of Bridge Class A common stock, valued at $11.50 per share [2]. Group 2: Investigation Focus - The investigation aims to determine if Bridge's shareholders are receiving adequate consideration for their shares [3]. - It will also assess whether the company's officers or directors breached their fiduciary duties or violated securities laws in the sale agreement with Apollo [3]. Group 3: Legal Representation - Bridge shareholders are encouraged to contact Kaskela Law LLC for information regarding their legal rights and options [4]. - Kaskela Law LLC represents investors in securities fraud and merger & acquisition litigation on a contingent basis, meaning no out-of-pocket costs for clients [4].

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Overview of Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS_Overview) The 10-Q report contains forward-looking statements on operations, taxes, earnings, and financial performance, subject to risks - The report contains forward-looking statements about operations, taxes, earnings, financial performance, and dividends, which are not guarantees of future performance and are subject to significant risks and uncertainties[9](index=9&type=chunk) - Readers should review the 'Risk Factors' section in this report and the annual report on Form 10-K for factors that could cause actual results to differ materially[10](index=10&type=chunk) [Certain Definitions](index=3&type=section&id=CERTAIN%20DEFINITIONS) This section defines key terms like AUM and fee-earning AUM, and outlines the Merger Agreement with Apollo Global Management - **AUM** includes the fair value of managed assets, uncalled capital commitments, and assets of managed REITs, and is not reduced by outstanding indebtedness[14](index=14&type=chunk) - **Fee-earning AUM** refers to assets from which the company earns management fees or other revenue[15](index=15&type=chunk) - The **Merger Agreement**, dated February 23, 2025, outlines the acquisition of the Company by Apollo Global Management, Inc. in an all-stock transaction valued at approximately **$1.5 billion**, expected to close in Q3 2025[15](index=15&type=chunk)[46](index=46&type=chunk) [Part I. Financial Information](index=7&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), changes in equity, and cash flows, along with detailed notes [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2025 (Unaudited) | December 31, 2024 (Audited) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Total assets | $1,183,254 | $1,247,380 | | Total liabilities | $728,127 | $741,482 | | Total equity | $455,127 | $505,898 | - Total assets decreased by approximately **$64.1 million**, and total equity decreased by approximately **$50.8 million** from December 31, 2024, to March 31, 2025[19](index=19&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Total revenues | $96,296 | $102,790 | | Total investment loss | $(7,698) | $(48,701) | | Total expenses | $115,709 | $96,930 | | Loss before provision for income taxes | $(36,958) | $(48,646) | | Net loss | $(37,603) | $(36,800) | | Net (loss) income attributable to Bridge Investment Group Holdings Inc. | $(12,176) | $9,818 | | Basic (Loss) Earnings Per Share of Class A common stock | $(0.37) | $0.24 | | Diluted (Loss) Earnings Per Share of Class A common stock | $(0.37) | $(0.05) | - Total revenues decreased by **6.3%** year-over-year, from **$102.79 million** in Q1 2024 to **$96.30 million** in Q1 2025[21](index=21&type=chunk) - The company reported a net loss attributable to Bridge Investment Group Holdings Inc. of **$(12.18) million** in Q1 2025, a significant decline from a net income of **$9.82 million** in Q1 2024[21](index=21&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss | $(37,603) | $(36,800) | | Other comprehensive loss—foreign currency translation adjustments, net of tax | $(12) | $(51) | | Total comprehensive loss | $(37,615) | $(36,851) | | Comprehensive (loss) income attributable to Bridge Investment Group Holdings Inc. | $(12,188) | $9,767 | [Condensed Consolidated Statements of Changes in Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Condensed Consolidated Statements of Changes in Equity (in thousands) | Metric | Balance as of Dec 31, 2024 | Net Loss | Share-based Compensation | Distributions | Dividends | Balance as of Mar 31, 2025 | | :-------------------------------- | :------------------------- | :--------- | :----------------------- | :------------ | :---------- | :------------------------- | | Total Equity | $505,898 | $(37,603) | $11,250 | $(18,643) | $(4,889) | $455,127 | - Total equity decreased from **$505.9 million** at December 31, 2024, to **$455.1 million** at March 31, 2025, primarily due to net loss, distributions, and dividends, partially offset by share-based compensation[27](index=27&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Operating activities | $(8,948) | $25,089 | | Investing activities | $(7,951) | $13,713 | | Financing activities | $(9,267) | $(33,752) | | Net (decrease) increase in cash | $(26,166) | $5,050 | | Cash, cash equivalents and restricted cash - end of period | $76,265 | $72,310 | - Net cash used in operating activities was **$(8.95) million** in Q1 2025, a significant decrease from **$25.09 million** provided by operating activities in Q1 2024[30](index=30&type=chunk) - Net cash used in investing activities was **$(7.95) million** in Q1 2025, compared to **$13.71 million** provided in Q1 2024, primarily due to issuances of notes receivable and purchases of investments[30](index=30&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization](index=13&type=section&id=1.%20ORGANIZATION) Bridge Investment Group Holdings Inc. is a leading alternative investment manager diversified across specialized asset classes, acting as the sole managing member of Bridge Investment Group Holdings LLC, with a recent Merger Agreement with Apollo Global Management, Inc. - Bridge Investment Group Holdings Inc. is a diversified alternative investment manager with a nationwide operating platform focused on real estate, credit, renewable energy, and secondaries strategies[35](index=35&type=chunk) - The Company holds a controlling financial interest (approximately **32%** economic interest as of March 31, 2025) in the Operating Company and acts as its sole managing member, consolidating its financial results[36](index=36&type=chunk) - A Merger Agreement was entered into on February 23, 2025, for Apollo Global Management, Inc. to acquire the Company in an all-stock transaction valued at approximately **$1.5 billion**, with closing anticipated in Q3 2025[46](index=46&type=chunk) [2. Significant Accounting Policies](index=17&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the significant accounting policies used in preparing the condensed consolidated financial statements, including the basis of presentation, principles of consolidation, non-controlling interests, use of estimates, and specific policies for various financial line items - The financial statements are prepared in accordance with GAAP for interim financial information, with management making necessary adjustments and reasonable estimates[54](index=54&type=chunk) - The Company consolidates entities where it has a controlling financial interest, either as a primary beneficiary of a VIE or through a majority voting interest[56](index=56&type=chunk) - Revenue recognition policies are detailed for various income streams, including fund management fees, property management fees, construction/development fees, transaction fees, fund administration fees, insurance premiums, and other asset management income[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) [3. Revenue](index=27&type=section&id=3.%20REVENUE) The Company's revenue streams include various management and administration fees, insurance premiums, and other asset management income, totaling **$96.3 million** in Q1 2025, down from **$102.8 million** in the prior year Revenues by Category (Three Months Ended March 31, in thousands) | Revenue Category | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------- | :------------------ | :------------------ | | Fund management fees | $59,308 | $61,105 | | Property management and leasing fees | $16,984 | $19,937 | | Construction management fees | $1,289 | $1,697 | | Development fees | $1,046 | $831 | | Transaction fees | $3,193 | $6,800 | | Fund administration fees | $4,860 | $5,058 | | Insurance premiums | $5,786 | $4,697 | | Other asset management and property income | $3,830 | $2,665 | | **Total revenues** | **$96,296** | **$102,790** | - Total revenues decreased by **$6.5 million (6%)** year-over-year, primarily driven by a **53%** decrease in transaction fees and a **15%** decrease in property management and leasing fees[125](index=125&type=chunk) - The Company recognized a **$1.4 million** credit loss in Q1 2025, primarily related to Bridge Office Fund LP (BOF I) and Bridge Office Fund II LP (BOF II), due to sustained unfavorable market conditions in the commercial office sector[127](index=127&type=chunk) [4. Marketable Securities](index=28&type=section&id=4.%20MARKETABLE%20SECURITIES) The Company invests a portion of insurance premiums in exchange-traded funds, mutual funds, and common shares of a publicly traded company, with total fair value of **$21.4 million** as of March 31, 2025 Marketable Securities Fair Value (in thousands) | Security Type | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Common shares in publicly traded company | $51 | $73 | | Exchange traded funds | $3,268 | $3,157 | | Mutual funds | $18,078 | $17,889 | | **Total marketable securities** | **$21,397** | **$21,119** | [5. Investments](index=28&type=section&id=5.%20INVESTMENTS) The Company holds interests in 199 partnership or joint venture entities, primarily in real estate, credit, renewable energy, and secondaries, with total investments decreasing to **$502.0 million** at March 31, 2025, and recognized losses of **$15.2 million** in Q1 2025 Investments Carrying Value (in thousands) | Investment Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Accrued performance allocations | $327,150 | $339,560 | | Partnership interests in Company-sponsored funds | $146,255 | $153,181 | | Investments in third-party partnerships | $15,780 | $15,364 | | Other | $12,801 | $12,615 | | **Total Investments** | **$501,986** | **$520,720** | - The Company recognized total losses of **$15.2 million** from accrued performance allocations and other investments for the three months ended March 31, 2025, compared to **$52.9 million** in the prior year period[131](index=131&type=chunk) - Accrued performance allocations are valued using NAV of the respective vehicle, based on asset valuations one quarter in arrears or current NAV for the managed perpetual REIT[129](index=129&type=chunk)[133](index=133&type=chunk) [6. Notes Receivable from Affiliates](index=29&type=section&id=6.%20NOTES%20RECEIVABLE%20FROM%20AFFILIATES) The Company holds notes receivable from affiliates and employees, totaling **$47.7 million** as of March 31, 2025, with interest rates ranging from **4.44% to 5.34%**, and management determined these notes to be recoverable Notes Receivable from Affiliates (in thousands) | Affiliate | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Bridge Office Fund II | $18,375 | $15,800 | | Bridge Office Holdings LLC | $15,000 | $15,000 | | Bridge Single-Family Rental Fund IV | $6,754 | $4,924 | | Bridge Seniors Housing Fund III | $2,350 | $0 | | Notes receivable from employees | $5,224 | $5,954 | | **Total notes receivable from affiliates** | **$47,703** | **$41,878** | - Interest on notes receivable from affiliates accrued at a weighted-average fixed rate of **5.34%** as of March 31, 2025[137](index=137&type=chunk) - Management assessed the recoverability of notes receivable, considering challenging debt and equity capital markets, particularly in the commercial office sector, and determined estimated fair values were sufficient to recover the notes as of March 31, 2025[137](index=137&type=chunk) [7. Fair Value Measurements](index=30&type=section&id=7.%20FAIR%20VALUE%20MEASUREMENTS) The Company categorizes financial instruments measured at fair value into a three-level hierarchy, with total assets at fair value of **$523.4 million** as of March 31, 2025, and **$489.2 million** measured using NAV - Fair value hierarchy levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (significant unobservable inputs)[73](index=73&type=chunk) - Accrued performance allocations and partnership interests are generally valued using the NAV per share equivalent as a practical expedient[144](index=144&type=chunk) Assets Measured at Fair Value (in thousands) | Category | Level 1 | Level 2 | Level 3 | Measured at NAV | Total | | :-------------------------------- | :------ | :------ | :------ | :-------------- | :------ | | **March 31, 2025:** | | | | | | | Common shares in publicly traded company | $51 | $— | $— | $— | $51 | | Exchange traded funds | $3,268 | $— | $— | $— | $3,268 | | Mutual funds | $18,078 | $— | $— | $— | $18,078 | | Accrued performance allocations | $— | $— | $— | $327,150 | $327,150 | | Partnership interests | $— | $— | $— | $162,035 | $162,035 | | Other investments | $— | $— | $12,801 | $— | $12,801 | | **Total assets at fair value** | **$21,397** | **$—** | **$12,801** | **$489,185** | **$523,383** | [8. Insurance Loss Reserves and Loss and Loss Adjustment Expenses](index=33&type=section&id=8.%20INSURANCE%20LOSS%20RESERVES%20AND%20LOSS%20AND%20LOSS%20ADJUSTMENT%20EXPENSES) Bridge Investment Group Risk Management, Inc. (BIGRM) provides various insurance policies for affiliated properties, with **$30.6 million** reserved for insurance loss reserves and **$2.7 million** for medical self-insurance reserves as of March 31, 2025 - BIGRM provides insurance policies for lease security deposit fulfillment, lessor legal liability, workers' compensation deductible reimbursement, property deductible reimbursement, and general liability deductible reimbursement[155](index=155&type=chunk) - Insurance loss reserves increased to **$30.6 million** as of March 31, 2025, from **$21.3 million** at December 31, 2024, based on estimated settlement costs for reported and unreported claims[153](index=153&type=chunk) - Medical self-insurance reserves for employee health benefits were **$2.7 million** as of March 31, 2025, with stop-loss coverage for claims exceeding **$225,000** per individual[154](index=154&type=chunk) [9. General Partner Notes Payable](index=34&type=section&id=9.%20GENERAL%20PARTNER%20NOTES%20PAYABLE) General Partner Notes Payable represent commitments to funds satisfied by notes, with the Company electing the fair value option for these notes, totaling **$2.5 million** as of March 31, 2025 General Partner Notes Payable Fair Value (in thousands) | Fund | Commitment | March 31, 2025 | December 31, 2024 | | :-------------------------- | :--------- | :------------- | :---------------- | | Bridge Seniors Housing Fund I | $4,775 | $2,356 | $2,681 | | Bridge Multifamily Fund III | $9,300 | $99 | $101 | | **Total** | **$14,075** | **$2,455** | **$2,782** | - The Company has no repayment obligation other than the return of capital and profit distributions, net of management fees and carried interest allocation of the respective fund[156](index=156&type=chunk) [10. Line of Credit](index=34&type=section&id=10.%20LINE%20OF%20CREDIT) The Operating Company's Credit Facility has revolving commitments of **$150.0 million** maturing in June 2026, with **$14.5 million** outstanding at an interest rate of approximately **6.49%** as of March 31, 2025, and the Company was in full compliance with all covenants - The Credit Facility's total revolving commitments were reduced to **$150.0 million** in February 2024, with maturity extended to June 3, 2026[159](index=159&type=chunk) - As of March 31, 2025, the outstanding balance on the Credit Facility was **$14.5 million**, with an interest rate of approximately **6.49%**[163](index=163&type=chunk)[346](index=346&type=chunk) - The Credit Facility includes financial covenants requiring maintenance of a debt to EBITDA ratio of no more than **3.75x**, minimum liquidity of **$15.0 million**, and minimum quarterly EBITDA of **$15.0 million**[161](index=161&type=chunk)[345](index=345&type=chunk) [11. Notes Payable](index=35&type=section&id=11.%20NOTES%20PAYABLE) The Operating Company has issued **$450.0 million** in Private Placement Notes across three tranches with fixed interest rates ranging from **3.90% to 6.10%** and maturities between 2025 and 2034, with a net carrying value of **$447.5 million** as of March 31, 2025 - The Operating Company has **$450.0 million** in Private Placement Notes, issued in 2020, 2022, and 2023, with maturities ranging from July 2025 to March 2033[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk)[171](index=171&type=chunk) - The notes bear fixed interest rates between **3.90%** and **6.10%**[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - As of March 31, 2025, the net carrying value of the Private Placement Notes was **$447.5 million**, and the Operating Company was in full compliance with all debt covenants[170](index=170&type=chunk) [12. Realized and Unrealized Gains (Losses)](index=36&type=section&id=12.%20REALIZED%20AND%20UNREALIZED%20GAINS%20(LOSSES)) This section summarizes net realized and unrealized gains (losses) on investments and other financial instruments, reporting total net realized and unrealized losses of **$(7.4) million** for Q1 2025 Net Realized and Unrealized Gains (Losses) (in thousands) | Investment Category | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Investment in Company sponsored funds | $(7,205) | $(4,942) | | Investment in third-party partnerships | $(212) | $132 | | Other investments | $0 | $272 | | **Total realized and unrealized (losses) gains** | **$(7,417)** | **$(4,538)** | - Realized gains (losses) occur upon redemption or cash income receipt, while unrealized gains (losses) result from fair value changes[174](index=174&type=chunk) [13. Income Taxes](index=36&type=section&id=13.%20INCOME%20TAXES) The Company is taxed as a corporation for U.S. federal and state income tax purposes, with income tax expense for Q1 2025 at **$0.6 million**, a significant shift from a benefit of **$11.8 million** in Q1 2024, primarily due to the timing of unrealized accrued performance allocations - The Company is subject to U.S. federal and state income taxes on its share of the Operating Company's taxable income[176](index=176&type=chunk) - The deferred income tax asset related to the TRA was **$74.2 million** as of March 31, 2025, an increase from **$73.9 million** at December 31, 2024, primarily due to the redemption of Class A units[178](index=178&type=chunk) - Income tax expense was **$0.6 million** for Q1 2025, a significant change from an **$11.8 million** income tax benefit in Q1 2024, mainly due to the reversal of unrealized accrued performance allocations[21](index=21&type=chunk)[307](index=307&type=chunk) [14. Shareholders' Equity](index=37&type=section&id=14.%20SHAREHOLDERS'%20EQUITY) This note details the Company's shareholders' equity structure, including Class A and Class B common stock, and non-controlling interests, with **44.7 million** Class A common shares and **79.1 million** Class B common shares outstanding as of March 31, 2025 - As of March 31, 2025, the Company had **44,696,258** shares of Class A common stock and **79,142,364** shares of Class B common stock outstanding[189](index=189&type=chunk) - During Q1 2025, **490,000** Class A Units were redeemed for Class A common stock on a one-for-one basis[187](index=187&type=chunk) Dividends Paid on Class A Common Stock (in thousands, except per share data) | Dividend Record Date | Dividend Payment Date | Dividend per Share | Dividend to Common Stockholders | | :------------------- | :-------------------- | :----------------- | :------------------------------ | | March 14, 2025 | March 28, 2025 | $0.11 | $4,889 | | March 8, 2024 | March 22, 2024 | $0.07 | $2,582 | [15. Commitments and Contingencies](index=39&type=section&id=15.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details the Company's commitments, primarily operating lease liabilities totaling **$16.6 million** as of March 31, 2025, and potential clawback obligations related to performance income, estimated at **$203.2 million** if all investments were worthless Operating Lease Liabilities (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Right-of-use assets | $14,162 | $15,147 | | Lease Liabilities | $16,628 | $17,759 | | Weighted-average remaining lease term (years) | 5.1 | 5.3 | | Weighted-average discount rate | 4.99% | 4.97% | - If all existing investments were worthless, the performance income subject to potential repayment by Bridge GPs, net of tax distributions, would be approximately **$203.2 million** as of March 31, 2025, with **$159.5 million** reimbursable by professionals[198](index=198&type=chunk) - The Company has guaranteed a **$10.1 million** standby letter of credit for its self-insurance program and a **$0.4 million** standby letter of credit for an operating lease[200](index=200&type=chunk) [16. Variable Interest Entities](index=41&type=section&id=16.%20VARIABLE%20INTEREST%20ENTITIES) The Company sponsors private funds and other investment vehicles, many of which are considered VIEs, with consolidated VIE assets totaling **$1,115.4 million** and liabilities of **$663.8 million** as of March 31, 2025 - The Company sponsors private funds and investment vehicles, many of which are classified as VIEs due to limited partner characteristics[204](index=204&type=chunk) - The assets of the Operating Company's consolidated VIEs totaled **$1,115.4 million** and liabilities totaled **$663.8 million** as of March 31, 2025[207](index=207&type=chunk) - The Company's maximum exposure to loss from unconsolidated private funds (VIEs where it is not the primary beneficiary) is limited to the carrying value of its investments, which was **$162.0 million** as of March 31, 2025[205](index=205&type=chunk) [17. Related Party Transactions](index=42&type=section&id=17.%20RELATED%20PARTY%20TRANSACTIONS) Substantially all of the Company's revenue is earned from affiliates, with receivables from affiliates at **$32.6 million** and notes receivable from affiliates at **$47.7 million** as of March 31, 2025 Receivables from Affiliates (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Fees receivable from non-consolidated funds | $16,524 | $35,246 | | Payments made on behalf of and amounts due from non-consolidated entities | $16,075 | $19,066 | | **Total receivables from affiliates** | **$32,599** | **$54,312** | - The Company recognized a **$1.4 million** credit loss in Q1 2025 related to Bridge Office Fund I and II, impacting fund management and administration fees and general and administrative expenses[211](index=211&type=chunk) - Amounts due to affiliates, primarily in connection with the Tax Receivable Agreement (TRA), were **$75.2 million** as of March 31, 2025[213](index=213&type=chunk) [18. Share-Based Compensation and Profits Interests](index=43&type=section&id=18.%20SHARE-BASED%20COMPENSATION%20AND%20PROFITS%20INTERESTS) The Company grants Restricted Stock, RSUs, and profits interests awards to employees, with **5,584,667** shares available for future grants and total share-based compensation expense of **$11.3 million** for Q1 2025 - The 2021 Incentive Award Plan had **5,584,667** shares available for future grants as of March 31, 2025[215](index=215&type=chunk) Share-Based Compensation Expense (in thousands) | Award Type | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Profits interests award shares | $2,333 | $3,158 | | Restricted Stock and RSUs | $8,917 | $8,652 | | **Total share-based compensation** | **$11,250** | **$11,810** | - As of March 31, 2025, the aggregate unrecognized compensation cost for all unvested awards was **$69.6 million**, expected to be recognized over a weighted-average period of **1.7 years** for Restricted Stock/RSUs and **1.8 years** for profits interests[221](index=221&type=chunk)[223](index=223&type=chunk) [19. (Loss) Earnings Per Share](index=45&type=section&id=19.%20(LOSS)%20EARNINGS%20PER%20SHARE) This note presents the calculation of basic and diluted (loss) earnings per share for Class A common stock, with both at **$(0.37)** for Q1 2025 (Loss) Earnings Per Share of Class A Common Stock (Three Months Ended March 31, in thousands, except per share data) | Metric | 2025 | 2024 | | :------------------------------------------------ | :----- | :----- | | Net (loss) income attributable to Bridge Investment Group Holdings Inc. | $(12,176) | $9,818 | | Net (loss) income available to Class A common shareholders—Basic | $(13,218) | $7,560 | | (Loss) earnings per share of Class A common stock—Basic | $(0.37) | $0.24 | | (Loss) earnings per share of Class A common stock—Diluted | $(0.37) | $(0.05) | - Basic and diluted loss per share for Class A common stock were **$(0.37)** in Q1 2025, reflecting a shift from positive basic EPS in Q1 2024[224](index=224&type=chunk) [20. Segment Reporting](index=46&type=section&id=20.%20SEGMENT%20REPORTING) The Company operates as a single reportable and operating segment: a fully integrated alternative investment manager, with the executive chairman reviewing financial performance and allocating resources on a consolidated basis - Bridge operates as one reportable and operating segment: a fully integrated alternative investment manager[227](index=227&type=chunk) - The CODM uses a consolidated approach to assess financial performance and allocate resources, primarily relying on consolidated net income and secondary non-GAAP metrics[227](index=227&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, highlighting key trends, recent events, and detailed analysis of revenues, expenses, and non-GAAP financial measures [Overview](index=47&type=section&id=Overview) - Bridge is a leading alternative investment manager with approximately **$49.4 billion** of AUM as of March 31, 2025, diversified across real estate, credit, renewable energy, and secondaries strategies[232](index=232&type=chunk) - The Company's growth has been driven by strong investment returns and the organic development and strategic acquisition of investment platforms[232](index=232&type=chunk) [Business Segment](index=47&type=section&id=Business%20Segment) - The Company operates as a single, fully integrated alternative investment manager, with the executive chairman serving as the chief operating decision maker[233](index=233&type=chunk) [Recent Events](index=47&type=section&id=Recent%20Events) - On February 23, 2025, the Company entered into a Merger Agreement with Apollo Global Management, Inc. for an all-stock transaction valued at approximately **$1.5 billion**, expected to close in Q3 2025[234](index=234&type=chunk) [Trends Affecting Our Business](index=48&type=section&id=Trends%20Affecting%20Our%20Business) - Business performance is influenced by financial market conditions, economic and political factors, and the ability to attract new capital, generate strong returns, and source attractive investments[236](index=236&type=chunk)[237](index=237&type=chunk) - Ongoing economic headwinds, particularly in the commercial office sector (**3%** of AUM), have led to the cessation of fund management fees for Bridge Office Fund LP (BOF I) and reserving fees for Bridge Office Fund II LP (BOF II)[237](index=237&type=chunk) - The Company's ability to grow revenue depends on expanding and diversifying product offerings, maintaining a data advantage through proprietary platforms, and adapting to changing investor priorities[242](index=242&type=chunk) [Business Environment](index=49&type=section&id=Business%20Environment) - Global markets have experienced significant volatility due to inflation, high interest rates, and geopolitical uncertainty, though the U.S. economy showed signs of growth in late 2023 with decelerating inflation[238](index=238&type=chunk) - The Federal Reserve paused interest rate increases in Q4 2023 and made its first rate cut in September 2024, with additional cuts expected in 2025[238](index=238&type=chunk) [Key Financial Measures](index=49&type=section&id=Key%20Financial%20Measures) [Revenues](index=50&type=section&id=Revenues_MD%26A) The Company generates revenue from various fee-based services, including fund management, property management, construction management, development, transaction, and fund administration fees, as well as insurance premiums and other asset management income, with **$18.0 billion** of carry-eligible fee-earning AUM as of March 31, 2025 - Fund management fees are generally based on a defined percentage of total commitments, invested capital, or NAV, with a weighted-average management fee of **1.34%** as of March 31, 2025[243](index=243&type=chunk)[288](index=288&type=chunk) - The Company manages approximately **100%** of multifamily, single-family rental, workforce and affordable housing, and net lease properties owned by its funds, earning property management fees ranging from **2% to 9.5%** depending on property type[244](index=244&type=chunk) - As of March 31, 2025, the Company had approximately **$18.0 billion** of carry-eligible fee-earning AUM across 57 funds and other vehicles, with 20 in accrued carried interest positions[250](index=250&type=chunk) [Expenses](index=52&type=section&id=Expenses_MD%26A) Key expense categories include employee compensation and benefits, performance allocations compensation, loss and loss adjustment expenses, third-party operating expenses, general and administrative expenses, and depreciation and amortization - Employee compensation and benefits include salaries, bonuses, related benefits, share-based compensation, and compensatory awards[255](index=255&type=chunk) - Up to **60%** of performance allocation revenue is awarded to employees as long-term incentive compensation, fostering alignment with fund investors[257](index=257&type=chunk) - Loss and loss adjustment expenses cover estimated liabilities for reported and unreported claims in the captive insurance company, based on actuarial reports[258](index=258&type=chunk) [Other Income (Expense)](index=52&type=section&id=Other%20Income%20(Expense)_MD%26A) Other income (expense) includes realized and unrealized gains (losses) on investments, interest income, and interest expense, reflecting changes in fair value of investments and costs related to privately offered notes and the Credit Facility - Realized and unrealized gains (losses) result from changes in the fair value of underlying investments and are presented together in the consolidated statements of operations[261](index=261&type=chunk) - Interest expense primarily stems from privately offered notes with a weighted-average fixed coupon rate of **5.03%** and the Credit Facility, which had an interest rate of approximately **6.49%** as of March 31, 2025[264](index=264&type=chunk) [Net Income (Loss) Attributable to Non-Controlling Interests in Bridge Investment Group Holdings LLC](index=53&type=section&id=Net%20Income%20(Loss)%20Attributable%20to%20Non-Controlling%20Interests%20in%20Bridge%20Investment%20Group%20Holdings%20LLC) This represents the economic interests held by management and third parties in the consolidated subsidiaries of the Operating Company and fund manager entities, with income or loss allocated proportionally based on ownership and contractual arrangements - Net income (loss) attributable to non-controlling interests in Bridge Investment Group Holdings LLC reflects economic interests of management and third parties in consolidated subsidiaries and fund manager entities[266](index=266&type=chunk) [Net Income (Loss) Attributable to Non-Controlling Interests in Bridge Investment Group Holdings Inc.](index=53&type=section&id=Net%20Income%20(Loss)%20Attributable%20to%20Non-Controlling%20Interests%20in%20Bridge%20Investment%20Group%20Holdings%20Inc.) This represents the economic interests in the Operating Company held by third-party owners of Class A Units, with income or loss allocated proportionally based on their ownership interests and contractual arrangements - Net income (loss) attributable to non-controlling interests in Bridge Investment Group Holdings Inc. represents economic interests of third-party Class A Unit owners in the Operating Company[267](index=267&type=chunk) [Operating Metrics](index=53&type=section&id=Operating%20Metrics) [Assets Under Management (AUM)](index=54&type=section&id=Assets%20Under%20Management) AUM represents the total assets managed by the Company, including fair value of fund assets, uncalled capital commitments, and REIT assets, totaling **$49.35 billion** as of March 31, 2025, a **1.0%** decrease from the beginning of the period - AUM includes the fair value of managed assets, contractual uncalled capital commitments, and assets of managed REITs[270](index=270&type=chunk) AUM Rollforward (in millions) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | AUM as of beginning of period | $49,845 | $47,702 | | New capital / commitments raised | $216 | $153 | | Distributions / return of capital | $(531) | $(339) | | Change in fair value and acquisitions | $(180) | $513 | | **AUM as of end of period** | **$49,350** | **$48,029** | | Increase % | (1.0)% | 0.7% | [Fee-Earning AUM](index=54&type=section&id=Fee-Earning%20AUM) Fee-earning AUM represents assets from which the Company earns management fees, totaling **$21.98 billion** as of March 31, 2025, a **1.5%** decrease from the beginning of the period, primarily due to timing of capital raising, deployment, and fee basis conversions - Fee-earning AUM was **$21.98 billion** as of March 31, 2025, a **1.5%** decrease from the beginning of the period[274](index=274&type=chunk)[276](index=276&type=chunk) - The decrease was largely attributed to the timing of capital raising activities, deployment, the conversion of Newbury Fund III's management fee basis from committed capital to NAV, and distributions[276](index=276&type=chunk) Fee-Earning AUM Rollforward (in millions) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Fee-earning AUM as of beginning of period | $22,306 | $21,703 | | Increases (capital raised/deployment) | $397 | $375 | | Changes in fair market value | $6 | $23 | | Decreases (liquidations/other) | $(727) | $(148) | | **Fee-earning AUM as of end of period** | **$21,982** | **$21,953** | | (Decrease) increase % | (1.5)% | 1.2% | [Undeployed Capital](index=57&type=section&id=Undeployed%20Capital) As of March 31, 2025, the Company had **$3.1 billion** of undeployed capital available for future investment or reinvestment, with **$1.4 billion** currently fee-earning and **$1.7 billion** becoming fee-earning upon deployment - As of March 31, 2025, the Company had **$3.1 billion** of undeployed capital[280](index=280&type=chunk) - Of the undeployed capital, **$1.4 billion** is currently fee-earning, and **$1.7 billion** will become fee-earning upon deployment[280](index=280&type=chunk) [Our Performance](index=57&type=section&id=Our%20Performance) The Company has a demonstrated record of producing attractive returns for fund investors across its platforms, with historical investment returns for closed-end funds summarized by platform, including MOIC and Investor Levered/Unlevered Net IRR - The Company's closed-end funds have a demonstrated record of producing attractive returns across various equity and debt strategies[281](index=281&type=chunk) - Total Multifamily Funds show a Total Investment MOIC of **1.60x** and Investor Levered Net IRR of **13.1%**[281](index=281&type=chunk) - Total Debt Strategies Funds show a Total Investment MOIC of **1.10x** and Investor Levered Net IRR of **8.4%**[282](index=282&type=chunk) [Results of Operations](index=60&type=section&id=Results%20of%20Operations) [Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024](index=60&type=section&id=Three%20Months%20Ended%20March%2031,%202025%20Compared%20to%20the%20Three%20Months%20Ended%20March%2031,%202024) This section provides a detailed comparison of the Company's financial performance for the three months ended March 31, 2025, against the same period in 2024, covering changes in revenues, investment income (loss), expenses, and net income attributable to controlling and non-controlling interests [Revenues](index=60&type=section&id=Revenues_Comparison) Total revenues decreased by **$6.5 million (6%)** to **$96.3 million** in Q1 2025, primarily due to significant reductions in transaction fees (down **53%**) and property management and leasing fees (down **15%**), partially offset by increases in insurance premiums (up **23%**) and other asset management income (up **44%**) Revenue Comparison (in thousands) | Revenue Category | 2025 | 2024 | Change | % Change | | :------------------------------- | :----- | :----- | :----- | :------- | | Fund management fees | $59,308 | $61,105 | $(1,797) | (3%) | | Property management and leasing fees | $16,984 | $19,937 | $(2,953) | (15%) | | Construction management fees | $1,289 | $1,697 | $(408) | (24%) | | Development fees | $1,046 | $831 | $215 | 26% | | Transaction fees | $3,193 | $6,800 | $(3,607) | (53%) | | Fund administration fees | $4,860 | $5,058 | $(198) | (4%) | | Insurance premiums | $5,786 | $4,697 | $1,089 | 23% | | Other asset management and property income | $3,830 | $2,665 | $1,165 | 44% | | **Total revenues** | **$96,296** | **$102,790** | **$(6,494)** | **(6%)** | - Fund management fees decreased by **$1.8 million (3%)**, mainly due to dispositions and fee basis conversions, partially offset by new capital deployment[289](index=289&type=chunk) - Transaction fees saw the largest percentage decrease, down **$3.6 million (53%)**, driven by reduced due diligence fees due to the timing of real estate transactions[292](index=292&type=chunk) [Investment income (loss)](index=61&type=section&id=Investment%20income%20(loss)_Comparison) Net performance allocations increased significantly by **$41.0 million (84%)** to **$(7.7) million** in Q1 2025, primarily due to a substantial decrease in unrealized performance allocation losses (from **$(61.7) million** in Q1 2024 to **$(12.4) million** in Q1 2025), while realized performance allocations decreased by **$8.3 million (64%)** Investment Income (Loss) Comparison (in thousands) | Investment Income (Loss) | 2025 | 2024 | Change | % Change | | :------------------------------- | :----- | :----- | :----- | :------- | | Performance allocations: Realized | $4,712 | $12,969 | $(8,257) | (64%) | | Performance allocations: Unrealized | $(12,410) | $(61,670) | $49,260 | 80% | | **Total investment income (loss)** | **$(7,698)** | **$(48,701)** | **$41,003** | **(84%)** | - The **80%** increase in unrealized performance allocations (reduction in loss) was largely due to underlying market fundamentals in 2024, which contributed to depreciation in multifamily, workforce, and affordable housing funds and credit funds[297](index=297&type=chunk) - Realized performance income allocations were primarily related to the timing of tax distributions in Bridge Debt Strategies Funds II, III, IV, and V[296](index=296&type=chunk) [Expenses](index=62&type=section&id=Expenses_Comparison) Total expenses increased by **$18.8 million (19%)** to **$115.7 million** in Q1 2025, primarily driven by a **323%** increase in loss and loss adjustment expenses and a **148%** increase in general and administrative expenses, partially offset by a **63%** decrease in performance allocations compensation Expense Comparison (in thousands) | Expense Category | 2025 | 2024 | Change | % Change | | :------------------------------- | :----- | :----- | :----- | :------- | | Employee compensation and benefits | $64,860 | $62,840 | $2,020 | 3% | | Performance allocations compensation: Realized | $2,827 | $7,407 | $(4,580) | (62%) | | Performance allocations compensation: Unrealized | $1,090 | $3,178 | $(2,088) | (66%) | | Loss and loss adjustment expenses | $11,345 | $2,682 | $8,663 | 323% | | Third-party operating expenses | $2,674 | $4,037 | $(1,363) | (34%) | | General and administrative expenses | $28,113 | $11,349 | $16,764 | 148% | | Depreciation and amortization | $4,800 | $5,437 | $(637) | (12%) | | **Total expenses** | **$115,709** | **$96,930** | **$18,779** | **19%** | - General and administrative expenses increased by **$16.8 million (148%)**, primarily due to **$16.6 million** in non-recurring transaction costs related to the Merger Agreement and **$0.6 million** in credit loss write-offs[302](index=302&type=chunk) - Loss and loss adjustment expenses surged by **$8.7 million (323%)** due to increased claims in the captive insurance company and rising costs[300](index=300&type=chunk) [Other (expense) income](index=63&type=section&id=Other%20(expense)%20income_Comparison) Total other expense increased by **$4.0 million (70%)** to **$(9.8) million** in Q1 2025, driven by higher net realized and unrealized losses (up **77%**) and a decrease in interest income (down **33%**), partially offset by a decrease in interest expense (down **16%**) Other (Expense) Income Comparison (in thousands) | Other (Expense) Income | 2025 | 2024 | Change | % Change | | :------------------------------- | :----- | :----- | :----- | :------- | | Realized and unrealized gains (losses), net | $(7,478) | $(4,230) | $(3,248) | 77% | | Interest income | $3,853 | $5,790 | $(1,937) | (33%) | | Interest expense | $(6,222) | $(7,365) | $1,143 | (16%) | | **Total other expense** | **$(9,847)** | **$(5,805)** | **$(4,042)** | **70%** | - Net realized and unrealized losses increased by **$3.2 million (77%)**, primarily due to depreciation on certain other investments in 2025[304](index=304&type=chunk) - Interest income decreased by **$1.9 million (33%)**, largely due to the timing of distribution income from Newbury Funds[305](index=305&type=chunk) [Net (Loss) Income Attributable to Non-Controlling Interests in Bridge Investment Group Holdings LLC](index=63&type=section&id=Net%20(Loss)%20Income%20Attributable%20to%20Non-Controlling%20Interests%20in%20Bridge%20Investment%20Group%20Holdings%20LLC_Comparison) Net loss attributable to non-controlling interests in Bridge Investment Group Holdings LLC decreased to **$(13.1) million** in Q1 2025 from **$(41.9) million** in Q1 2024, primarily due to a significant reduction in unrealized losses related to General Partners Net (Loss) Income Attributable to Non-Controlling Interests in Bridge Investment Group Holdings LLC (in thousands) | Category | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Non-controlling interests related to General Partners - realized | $654 | $2,448 | | Non-controlling interests related to General Partners - unrealized | $(9,348) | $(42,143) | | Non-controlling interests related to Fund Managers | $(4,447) | $(2,226) | | **Net loss attributable to non-controlling interests in Bridge Investment Group Holdings LLC** | **$(13,141)** | **$(41,921)** | - The decrease in net loss attributable to non-controlling interests was largely driven by a **$32.8 million** reduction in unrealized losses related to General Partners[306](index=306&type=chunk) [Income tax (expense) benefit](index=63&type=section&id=Income%20tax%20(expense)%20benefit_Comparison) Income tax expense was **$0.6 million** for Q1 2025, a significant shift from an income tax benefit of **$11.8 million** in Q1 2024, primarily attributed to the amount and timing of the reversal of unrealized accrued performance allocations between periods - Income tax expense was **$0.6 million** in Q1 2025, compared to an **$11.8 million** benefit in Q1 2024[307](index=307&type=chunk) - The change was primarily due to the amount and timing of the reversal of unrealized accrued performance allocations[307](index=307&type=chunk) [Non-GAAP Financial Measures](index=64&type=section&id=Non-GAAP%20financial%20measures) The Company uses non-GAAP financial measures such as Distributable Earnings, Fee Related Earnings, Fee Related Revenues, and Fee Related Expenses to supplement GAAP results, providing insights into core operating performance and profitability from fee-based revenues - Non-GAAP measures like Distributable Earnings and Fee Related Earnings are used to assess core operating performance and profitability from recurring fee-based revenues[309](index=309&type=chunk)[312](index=312&type=chunk)[314](index=314&type=chunk) - Distributable Earnings excludes depreciation and amortization, unrealized performance allocations, share-based compensation, and non-recurring items[313](index=313&type=chunk) - Fee Related Earnings further adjusts Distributable Earnings by excluding realized performance allocations, net insurance income, and net investment/interest income/loss[314](index=314&type=chunk) [Distributable Earnings](index=64&type=section&id=Distributable%20Earnings) - Distributable Earnings is a key performance measure used by management for resource deployment, compensation decisions, and performance assessment[312](index=312&type=chunk) - It excludes non-cash items like depreciation, unrealized performance allocations, share-based compensation, and non-recurring charges to provide a clearer view of core operating performance[313](index=313&type=chunk) [Fee Related Earnings](index=64&type=section&id=Fee%20Related%20Earnings) - Fee Related Earnings assesses the ability to generate profits from recurring fee-based revenues[314](index=314&type=chunk) - It adjusts Distributable Earnings by excluding realized performance allocations, net insurance income, earnings from investments, net interest, and net realized gain/loss[314](index=314&type=chunk) [Fee Related Revenues](index=65&type=section&id=Fee%20Related%20Revenues) - Fee Related Revenues include fund management fees, transaction fees, fee-related performance revenue, net earnings from Bridge property operators, development fees, fund administration fees, and other asset management income[315](index=315&type=chunk) - Net earnings from Bridge property operators are considered part of fee-related revenue due to the vertical integration enhancing shareholder and fund investor returns[317](index=317&type=chunk) [Fee Related Expenses](index=65&type=section&id=Fee%20Related%20Expenses) - Fee Related Expenses exclude incentive fee compensation, performance allocations compensation, share-based compensation, insurance loss expenses, depreciation, amortization, and non-recurring charges[319](index=319&type=chunk) - These expenses are reduced by costs associated with property operations managed internally to enhance returns for Limited Partners[319](index=319&type=chunk) [Reconciliation of Net Income to Distributable Earnings and Fee Related Earnings](index=66&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Distributable%20Earnings%20and%20Fee%20Related%20Earnings) Reconciliation of Net Loss to Distributable Earnings and Fee Related Earnings (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss | $(37,603) | $(36,800) | | Loss before provision for income taxes | $(36,958) | $(48,646) | | **Distributable Earnings attributable to the Operating Company** | **$16,975** | **$32,171** | | **Total Fee Related Earnings attributable to the Operating Company** | **$24,565** | **$33,943** | - Distributable Earnings attributable to the Operating Company decreased by **$15.2 million (47%)** in Q1 2025 compared to Q1 2024[322](index=322&type=chunk)[326](index=326&type=chunk) - Total Fee Related Earnings attributable to the Operating Company decreased by **$9.4 million** in Q1 2025 compared to Q1 2024[322](index=322&type=chunk)[326](index=326&type=chunk) [Fee Related and Distributable Earnings Related to the Operating Company](index=69&type=section&id=Fee%20Related%20and%20Distributable%20Earnings%20Related%20to%20the%20Operating%20Company) - Total fee related revenues decreased by **$6.7 million (8%)**, primarily due to lower fund management fees and transaction fees[327](index=327&type=chunk) - Net earnings from Bridge property operators decreased by **$2.3 million (85%)**, driven by reduced property management, construction, and leasing fees[327](index=327&type=chunk) - Net insurance loss increased by **$7.6 million (376%)** due to higher claims in the captive insurance company[327](index=327&type=chunk) [Liquidity and Capital Resources](index=69&type=section&id=Liquidity%20and%20Capital%20Resources) The Company's liquidity needs are met through operating activities, cash on hand, and credit facilities, with total assets of **$1,183.3 million** and **$65.1 million** in cash and cash equivalents as of March 31, 2025, and **$14.5 million** outstanding on the Credit Facility - The Company's liquidity sources include cash from operating activities, cash on hand, and available credit facilities[326](index=326&type=chunk)[328](index=328&type=chunk) Summary of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash (used in) provided by operating activities | $(8,948) | $25,089 | | Net cash (used in) provided by investing activities | $(7,951) | $13,713 | | Net cash used in financing activities | $(9,267) | $(33,752) | | **Net (decrease) increase in cash, cash equivalents, and restricted cash** | **$(26,166)** | **$5,050** | - As of March 31, 2025, **$14.5 million** was outstanding under the Credit Facility, with **$150.0 million** of available capacity, and the Company was in full compliance with all debt covenants[328](index=328&type=chunk)[346](index=346&type=chunk)[351](index=351&type=chunk) [Critical Accounting Estimates](index=72&type=section&id=Critical%20Accounting%20Estimates) The preparation of financial statements requires management to make estimates and assumptions, particularly in the valuation of investments, deferred tax balances, goodwill, and intangible assets, with no significant changes reported during Q1 2025 - Critical accounting estimates involve valuation of investments, deferred tax balances, goodwill, and intangible assets, which require significant judgment[352](index=352&type=chunk) - No significant changes in critical accounting estimates were reported for the quarter ended March 31, 2025[353](index=353&type=chunk) [Recent Accounting Pronouncements](index=72&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 2 for a discussion of recently adopted and not yet adopted accounting pronouncements, including ASU 2023-07 (Segment Reporting), ASU 2023-09 (Income Tax Disclosures), and ASU 2024-01 (Profits Interest and Similar Awards) - The Company adopted ASU 2023-07 (Segment Reporting) as of December 31, 2024, with no material impact on consolidated financial statements other than additional disclosures[121](index=121&type=chunk) - ASU 2023-09 (Income Tax Disclosures) is effective for fiscal years beginning after December 15, 2024, and is not anticipated to materially change consolidated financial statements[122](index=122&type=chunk) - ASU 2024-01 (Profits Interest and Similar Awards) clarifies accounting for profits interests and is consistent with the Company's historical policies, requiring no material change[123](index=123&type=chunk) [JOBS Act](index=73&type=section&id=JOBS%20Act) As an emerging growth company under the JOBS Act, the Company has elected to use an extended transition period for complying with new or revised accounting standards, which may result in financial statements not being comparable to other public companies - As an emerging growth company, Bridge has elected to use the extended transition period for complying with new or revised accounting standards, delaying adoption until private company effective dates[355](index=355&type=chunk) - This election means the Company's financial statements may not be comparable to other public companies that do not use this exemption[355](index=355&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company is exposed to various financial market risks, including market risk, interest rate risk, credit and counterparty risk, liquidity risk, and foreign exchange rate risk, which management aims to mitigate through investment strategies and by limiting counterparties to reputable financial institutions - The Company's primary market risk exposure relates to the fair value movements of investments in its specialized funds, which can affect equity in income of affiliates[358](index=358&type=chunk) - Interest rate risk primarily stems from the Credit Facility, which bears interest based on Term SOFR; the Company does not use derivative financial instruments to manage this risk[359](index=359&type=chunk) - Credit and counterparty risk is managed by limiting financial transactions to reputable financial institutions[360](index=360&type=chunk) [Item 4. Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of disclosure controls and procedures as of March 31, 2025, concluding they were effective at a reasonable assurance level, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of March 31, 2025[364](index=364&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2025[365](index=365&type=chunk) [Part II. Other Information](index=75&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=75&type=section&id=Item%201.%20Legal%20Proceedings) The Company is occasionally involved in legal claims and proceedings in the ordinary course of business but does not believe any of these will have a material adverse effect on its financial position, liquidity, or results of operations - The Company is party to various claims and legal actions in the ordinary course of business[367](index=367&type=chunk) - Management believes that the resolution of these matters will not have a material adverse effect on the Company's business, financial condition, or results of operations[367](index=367&type=chunk) [Item 1A. Risk Factors](index=75&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2024 - No material changes to risk factors were reported from the annual report on Form 10-K for the fiscal year ended December 31, 2024[368](index=368&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity securities were sold from January 1, 2025, to March 31, 2025, other than those previously disclosed in current reports on Form 8-K - No unregistered equity securities were sold during Q1 2025, beyond what was previously disclosed[369](index=369&type=chunk) [Item 3. Defaults Upon Senior Securities](index=75&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - There were no defaults upon senior securities[370](index=370&type=chunk) [Item 4. Mine Safety Disclosures](index=75&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[371](index=371&type=chunk) [Item 5. Other Information](index=75&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - No other information was reported[372](index=372&type=chunk) [Item 6. Exhibits](index=76&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Merger Agreement, Amended and Restated Certificate of Incorporation and Bylaws, Second Amended and Restated Tax Receivable Agreement, and various certifications - Key exhibits include the Merger Agreement (2.1), Amended and Restated Certificate of Incorporation (3.1), Amended and Restated Bylaws (3.2), and the Second Amended and Restated Tax Receivable Agreement (10.1)[373](index=373&type=chunk) - Certifications from the CEO and CFO (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104) are also included[373](index=373&type=chunk) [Signatures](index=77&type=section&id=SIGNATURES) [Signature Details](index=77&type=section&id=SIGNATURES_Details) The report is signed on May 9, 2025, by Jonathan Slager, Chief Executive Officer, and Katherine Elsnab, Chief Financial Officer, confirming compliance with Securities Exchange Act requirements - The report was signed on May 9, 2025, by Jonathan Slager, Chief Executive Officer, and Katherine Elsnab, Chief Financial Officer[379](index=379&type=chunk)

Core Insights - Bridge Investment Group Holdings Inc. reported quarterly earnings of $0.09 per share, missing the Zacks Consensus Estimate of $0.17 per share, representing a -47.06% earnings surprise [1] - The company posted revenues of $72.64 million for the quarter, missing the Zacks Consensus Estimate by 14.34%, compared to $79.35 million in the same quarter last year [2] - The stock has increased approximately 8.7% since the beginning of the year, while the S&P 500 has declined by -4.3% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.20 on revenues of $86.93 million, and for the current fiscal year, it is $0.80 on revenues of $366.4 million [7] - The estimate revisions trend for Bridge Investment Group is mixed, resulting in a Zacks Rank 3 (Hold), indicating expected performance in line with the market [6] Industry Context - The Financial - Investment Funds industry, to which Bridge Investment Group belongs, is currently in the top 38% of over 250 Zacks industries, suggesting a favorable outlook compared to the bottom 50% [8]

Financial Performance - GAAP Net loss was $376 million for the first quarter[16] - GAAP Net loss attributable to Bridge Investment Group Holdings Inc was $122 million for the first quarter[16] - Loss per share of Class A common stock - basic and diluted was $037 for the first quarter, partially attributed to approximately $170 million in transaction costs related to the Merger Agreement[16] - Distributable Earnings ("DE") of the Operating Company decreased 47% to $170 million[17] from $322 million[17] year-over-year - After-tax DE per share decreased 47% to $009[17] from $017[17] year-over-year Assets Under Management (AUM) - Gross AUM increased 3% year-over-year to $494 billion[17] from $480 billion[17] - Fee-Earning AUM remained unchanged year-over-year at $220 billion[17] - Capital Raised increased 4% year-over-year to $02 billion[17] from $02 billion[17] - Capital Deployed increased 73% year-over-year to $06 billion[17] from $03 billion[17] Revenue - Total Revenue decreased 6% year-over-year to $963 million[17] from $1028 million[17] - Fee Related Revenues decreased from $793 million[25] to $726 million[25]

First Quarter 2025 Results Announcement This section details Bridge Investment Group's Q1 2025 financial performance, dividend status, and company overview [Q1 2025 Financial Highlights](index=1&type=section&id=Q1%202025%20Financial%20Highlights) Bridge Investment Group reported a net loss for Q1 2025, with Fee Related Earnings of $24.6 million and Distributable Earnings of $17.0 million **Q1 2025 Financial Results:** | Metric | Amount (Millions) | | :----------------------------------- | :---------------- | | Net (Loss) | $(37.6) | | Fee Related Earnings to the Operating Company | $24.6 | | Distributable Earnings of the Operating Company | $17.0 | | Net (Loss) Attributable to Bridge per share of Class A common stock (basic and diluted) | $(0.37) | | Distributable Earnings per share (after-tax) | $0.09 | [Dividend Declaration](index=1&type=section&id=Dividend%20Declaration) The Company did not declare a quarterly dividend for Q1 2025, but a final dividend is expected prior to the merger closing with Apollo - No quarterly dividend declared for the quarter ended March 31, 2025[4](index=4&type=chunk) - A final dividend is expected to be declared and paid to stockholders for any tax distributions made prior to the closing of the transactions with Apollo[4](index=4&type=chunk) [Additional Information & Conference Call](index=1&type=section&id=Additional%20Information%20%26%20Conference%20Call) A detailed presentation of Q1 2025 results is available online, but no earnings conference call will be held due to the pending merger - A full detailed presentation of first quarter 2025 results is available on the Investors section of the Company's website at www.bridgeig.com[5](index=5&type=chunk) - The Company will not be holding a first quarter 2025 earnings conference call and webcast in light of the pending merger transaction with Apollo[5](index=5&type=chunk) [About Bridge Investment Group](index=2&type=section&id=About%20Bridge%20Investment%20Group) Bridge is a leading alternative investment manager with approximately **$49 billion in AUM** as of March 31, 2025, diversified across real estate, credit, renewable energy, and secondaries strategies - Bridge is a leading alternative investment manager, diversified across specialized asset classes[6](index=6&type=chunk) **Key Company Statistics (as of March 31, 2025):** | Metric | Value | | :-------------------------- | :---------------- | | Assets Under Management (AUM) | ~$49 billion | | Focus Verticals | Real estate, credit, renewable energy, secondaries strategies | Legal Disclosures and Disclaimers This section outlines important legal disclaimers, forward-looking statements, and information regarding the proposed transaction with Apollo [Forward-Looking Information](index=2&type=section&id=Forward-Looking%20Information) The report contains forward-looking statements regarding future financial results and the proposed merger, subject to significant risks and uncertainties detailed in SEC filings - Statements regarding future results of operations, financial position, business strategy, capital raising, fund performance, and the proposed merger transaction with Apollo are forward-looking statements[7](index=7&type=chunk)[26](index=26&type=chunk) - Forward-looking statements are subject to certain risks, uncertainties, and assumptions, including those related to the ultimate outcome of the proposed transaction, business disruptions, difficulties in retaining key personnel, global market conditions, regulatory approvals, and cyber-attacks[8](index=8&type=chunk)[9](index=9&type=chunk)[27](index=27&type=chunk) [No Offer or Solicitation](index=4&type=section&id=No%20Offer%20or%20Solicitation) This release does not constitute an offer to sell or a solicitation to buy securities; any offer will be made via a prospectus meeting Securities Act requirements - This earnings release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities[11](index=11&type=chunk)[30](index=30&type=chunk) - No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act[12](index=12&type=chunk)[30](index=30&type=chunk) [Additional Information Regarding the Transaction and Where to Find It](index=5&type=section&id=Additional%20Information%20Regarding%20the%20Transaction%20and%20Where%20to%20Find%20It) Information on the proposed Apollo-Bridge transaction is available in the Form S-4 registration statement and Joint Proxy Statement/Prospectus filed with the SEC - Apollo filed a registration statement on Form S-4 on April 11, 2025, which constitutes a prospectus of Apollo and includes a preliminary proxy statement of the Company for the Company stockholder meeting[13](index=13&type=chunk)[31](index=31&type=chunk) - Investors are urged to read the Registration Statement, the Joint Proxy Statement/Prospectus, and any other relevant documents filed with the SEC carefully and in their entirety because they contain or will contain important information about the proposed transaction[14](index=14&type=chunk)[32](index=32&type=chunk) [Participants in the Solicitation](index=6&type=section&id=Participants%20in%20the%20Solicitation) Apollo, Bridge, and their directors/executive officers may be deemed participants in the proxy solicitation, with details available in their respective SEC filings - Apollo, the Company, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in respect of the proposed transaction[16](index=16&type=chunk)[33](index=33&type=chunk) - Information about the directors and executive officers of Apollo is contained in its Proxy Statement on Schedule 14A, dated April 25, 2025, and for the Company in its most recent Annual Report on Form 10-K[16](index=16&type=chunk)[33](index=33&type=chunk) [Industry Information](index=15&type=section&id=Industry%20Information) Industry and competitive position information is based on independent research and management estimates, with projections subject to inherent uncertainty and risk - Information concerning the industry, competitive position, and markets is based on independent industry and research organizations, other third-party sources, and management estimates[35](index=35&type=chunk) - Projections, assumptions, and estimates of future performance are subject to uncertainty and risk due to a variety of factors, which could cause results to differ materially[35](index=35&type=chunk) [Non-GAAP Financial Measures](index=15&type=section&id=Non-GAAP%20Financial%20Measures) This presentation utilizes non-GAAP financial measures such as Distributable Earnings and Fee Related Earnings, which have limitations and are preliminary and unaudited - This presentation uses non-GAAP financial measures such as Distributable Earnings, Fee Related Earnings, Fee Related Revenues, and Performance Related Earnings to supplement GAAP financial information[36](index=36&type=chunk) - Non-GAAP financial measures may not be comparable to similarly titled measures of other companies due to differing calculation methodologies[36](index=36&type=chunk) - All current period amounts presented in this presentation are preliminary and unaudited[37](index=37&type=chunk) Q1 2025 Financial Performance This section details Bridge Investment Group's Q1 2025 GAAP and non-GAAP financial results, including earnings, performance fees, and capitalization [GAAP Condensed Consolidated Statements of Operations](index=17&type=section&id=GAAP%20Condensed%20Consolidated%20Statements%20of%20Operations) Bridge Investment Group reported **total revenues of $96.3 million** and a **net loss of $(37.6) million** for Q1 2025, compared to $102.8 million revenue and $(36.8) million net loss in Q1 2024 **GAAP Condensed Consolidated Statements of Operations (Unaudited) (in thousands):** | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Total revenues | $96,296 | $102,790 | | Total investment loss | $(7,698) | $(48,701) | | Total expenses | $115,709 | $96,930 | | Loss before provision for income taxes | $(36,958) | $(48,646) | | Net loss | $(37,603) | $(36,800) | | Net (loss) income attributable to Bridge Investment Group Holdings Inc. | $(12,176) | $9,818 | - GAAP Net loss was **$(37.6) million** for the 1st quarter of 2025[40](index=40&type=chunk) - Loss per share of Class A common stock - basic and diluted was **$(0.37)** for the 1st quarter, partially attributed to approximately **$17.0 million** in transaction costs related to the Merger Agreement[40](index=40&type=chunk) [Q1 2025 Financial and Operating Highlights](index=19&type=section&id=Q1%202025%20Financial%20and%20Operating%20Highlights) Total revenue decreased by **6% YoY** to **$96.3 million**, with **Net Loss increasing by 2% YoY**; FRE and DE also saw significant year-over-year declines, while Gross AUM grew **3%** **Q1 2025 Financial Highlights (in Millions, except per share data):** | Metric | Q1 2025 | Q1 2024 | YoY Change | | :--------------------------------------- | :------ | :------ | :--------- | | Total Revenue | $96.3 | $102.8 | (6)% | | Net Loss | $(37.6) | $(36.8) | (2)% | | Loss (Income) per share, Basic | $(0.37) | $0.24 | (254)% | | Fee Related Earnings ("FRE") to the Operating Company | $24.6 | $33.9 | (28)% | | Distributable Earnings ("DE") of the Operating Company | $17.0 | $32.2 | (47)% | | After-tax DE per share | $0.09 | $0.17 | (47)% | **Q1 2025 Key Operating Metrics:** | Metric | Q1 2025 | Q1 2024 | YoY Change | | :------------------------------------ | :-------- | :-------- | :--------- | | Gross AUM | $49.4 Bn | $48.0 Bn | 3% | | Fee-Earning AUM | $22.0 Bn | $22.0 Bn | -0% | | Capital Raised | $0.2 Bn | $0.2 Bn | 4% | | Capital Deployed | $0.6 Bn | $0.3 Bn | 73% | | Dry Powder | $3.1 Bn | $3.1 Bn | -0% | | Realized Performance Allocations | $4.7 MM | $13.0 MM | (64)% | | Unrealized Accrued Performance Allocations | $327.2 MM | $320.3 MM | 2% | - At the end of the first quarter of 2025, the Company had **$3.1 billion** of dry powder, a majority of which is in real estate equity and credit vehicles[45](index=45&type=chunk) [Non-GAAP Financial Measures (FRE & DE)](index=25&type=section&id=Non-GAAP%20Financial%20Measures%20(FRE%20%26%20DE)) Fee Related Revenues decreased to **$72.6 million** in Q1 2025 due to reduced management and transaction fees, while Fee Related Expenses increased, leading to a significant decline in Distributable Earnings **Non-GAAP Financial Measures (in thousands):** | Metric | Three Months Ended March 31, 2025 (Thousands) | Three Months Ended March 31, 2024 (Thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Fee Related Revenues | $72,643 | $79,349 | | Fee Related Expenses | $(49,252) | $(46,125) | | Total Fee Related Earnings | $23,391 | $33,224 | | Total Fee Related Earnings to the Operating Company | $24,565 | $33,943 | | Distributable Earnings attributable to the Operating Company | $16,975 | $32,171 | - Q1 2025 decrease in total net fund-level fee revenues was driven by a reduction in management fees due to dispositions in Credit and Seniors Housing strategies, the conversion of fee basis for Newbury Fund III, and the timing of transaction fees[57](index=57&type=chunk) - Q1 2025 increase in compensation and benefits was largely due to merit increases and variable compensation[57](index=57&type=chunk) - Q1 2025 decrease in Distributable Earnings was related to the timing and amount of realization of performance allocations and a net insurance loss largely due to claims settled in the captive insurance company[59](index=59&type=chunk) [Earnings Summary](index=33&type=section&id=Earnings%20Summary) Fee Related Earnings to the Operating Company decreased **29% QoQ** in Q1 2025 due to reduced fees and increased expenses, while Distributable Earnings decreased **48% QoQ** primarily from timing of realizations and an insurance loss - Fee Related Earnings to the Operating Company in Q1 2025 decreased **29% quarter over quarter** driven by a reduction in transaction fees and fee related performance revenue, coupled with an increase in cash-based compensation and net administrative expenses[92](index=92&type=chunk) - Distributable Earnings to the Operating Company decreased **48% quarter over quarter** largely due to the timing and amount of realizations and net insurance loss[92](index=92&type=chunk) **QoQ Change in Key Earnings Metrics (in Millions):** | Metric | Q4 2024 | Q1 2025 | QoQ Change | | :------------------------------------------ | :------ | :------ | :--------- | | Fee Related Earnings to the Operating Company | $34.4 | $24.6 | (29)% | | Distributable Earnings attributable to the Operating Company | $32.6 | $17.0 | (48)% | [Performance Fee Summary](index=35&type=section&id=Performance%20Fee%20Summary) Accrued performance allocations totaled **$327.2 million** as of Q1 2025, with **82%** from key housing funds, while realized performance allocations to the Operating Company decreased **64% YoY** to **$4.7 million** **Performance Allocations (Q1 2025):** | Metric | Amount (Millions) | | :------------------------------------------ | :---------------- | | Accrued Performance Allocations | $327.2 | | Accrued Performance Allocations attributable to the Operating Company | $122.6 | | Realized Performance Allocations (Q1 2025) | $4.7 | - **82%** of accrued performance allocations are related to Multifamily Fund IV and Workforce & Affordable Housing Fund I[101](index=101&type=chunk) - Carry-eligible AUM is **$18.0 billion**, representing over **82%** of FEAUM[101](index=101&type=chunk) [Distributable Earnings and Capitalization](index=39&type=section&id=Distributable%20Earnings%20and%20Capitalization) After-tax Distributable Earnings per share for Class A common stock decreased to **$0.09** in Q1 2025, with total assets at **$1,183.3 million** and liabilities at **$728.1 million** as of March 31, 2025 **Distributable Earnings Per Share (Q1 2025 vs Q1 2024):** | Metric | Q1 2025 | Q1 2024 | | :------------------------------------------ | :------ | :------ | | After-Tax Distributable Earnings Per Share | $0.09 | $0.17 | **Balance Sheet Highlights (as of March 31, 2025):** | Category | Amount (Millions) | | :---------------- | :---------------- | | Total assets | $1,183.3 | | Total liabilities | $728.1 | Assets Under Management (AUM) Overview This section provides an overview of Bridge Investment Group's AUM trends, drivers, fee related revenue, and long-duration capital strategy [Gross AUM and Fee-Earning AUM Trends](index=21&type=section&id=Gross%20AUM%20and%20Fee-Earning%20AUM%20Trends) Gross AUM increased **3% YoY** to **$49.4 billion** with a **~20% 5-year CAGR**, while Fee-Earning AUM remained stable at **$22.0 billion** with a similar CAGR **AUM Trends (as of Q1 2025):** | Metric | Q1 2025 | Q1 2024 | YoY Change | 5-Yr CAGR (1Q'20 vs 1Q'25) | | :-------------------- | :-------- | :-------- | :--------- | :-------------------------- | | Gross AUM | $49.4 Bn | $48.0 Bn | 3% | ~20% | | Fee-Earning AUM | $22.0 Bn | $22.0 Bn | -0% | ~20% | [Fee-Earning AUM Drivers](index=27&type=section&id=Fee-Earning%20AUM%20Drivers) Capital raised in Q1 2025 totaled **$209 million**, primarily in Credit strategies, with **$576 million** deployed, while Fee-Earning AUM decreased **1% QoQ** due to dispositions - **$209 million** of capital raised in Q1 2025, driven by Credit strategies, with **87%** of inflows from institutional and **13%** from individual investors[67](index=67&type=chunk) - **$576 million** of deployment in Q1 2025, mostly driven by Credit, Multifamily, Seniors Housing, and Logistics strategies[67](index=67&type=chunk) - Fee-earning AUM decreased **1%** in Q1 2025 compared to Q4 2024 primarily due to dispositions in Credit and Seniors Housing strategies[67](index=67&type=chunk) [Fee Related Revenue Breakdown](index=29&type=section&id=Fee%20Related%20Revenue%20Breakdown) Recurring fund management fees and transaction fees both decreased QoQ in Q1 2025, primarily due to dispositions and timing of deployment in residential strategies - Recurring fund management fees decreased during Q1 2025 compared to Q4 2024 largely attributed to dispositions in Bridge Seniors Housing Fund I[78](index=78&type=chunk) - Catch-up management fees were **$0.1 million** in Q1 2025 compared to **$1.1 million** in Q4 2024[78](index=78&type=chunk) - Transaction fees decreased in Q1 2025 compared to Q4 2024 largely due to the timing of deployment in residential strategies[78](index=78&type=chunk) **Fee Related Revenue Components (in Millions):** | Metric | Q1 2025 | Q4 2024 | | :---------------------- | :------ | :------ | | Management Fees | $59.3 | $62.3 | | Transaction Fees | $3.2 | $8.0 | | All Other Fees | $10.1 | $11.7 | | Total Fee Related Revenue | $72.6 | $82.0 | [Long Duration Capital and Fee Visibility](index=31&type=section&id=Long%20Duration%20Capital%20and%20Fee%20Visibility) Bridge's capital structure emphasizes long-duration capital, with **68% of FEAUM** having a remaining duration over 5 years and **over 97%** in closed-end funds, ensuring strong fee visibility - **68%** of total FEAUM is greater than **5 years** of remaining duration, with a weighted-average FEAUM remaining duration of **6.2 years**[83](index=83&type=chunk) - Over **97%** of FEAUM is in long-term, closed-end funds with no redemption features, contributing to fee visibility[83](index=83&type=chunk) - Commitments on capital raised in the 1st quarter averaged **8.7 years** in duration[83](index=83&type=chunk) Fund Performance Track Record This section presents the investment performance track record for Bridge Investment Group's equity and debt strategies funds [Equity Strategies Funds Performance](index=37&type=section&id=Equity%20Strategies%20Funds%20Performance) Bridge's equity funds show varied performance, with strong returns in Multifamily and Single-Family Rental, consistent performance in Secondaries, and mixed to negative results in Workforce & Affordable Housing, Seniors Housing, Logistics Value, and Opportunity Zone strategies **Selected Equity Strategies Funds Performance (Investor Levered Net IRR as of March 31, 2025):** | Fund Category | Total Funds Net IRR | Best Performing Fund | Worst Performing Fund | | :-------------------------- | :------------------ | :------------------- | :-------------------- | | Multifamily | 13.1% | Bridge Multifamily II (23.0%) | Bridge Multifamily V ((15.4)%) | | Workforce & Affordable Housing | 4.9% | Bridge Workforce Housing I (10.2%) | Bridge Workforce Housing II ((0.6)%) | | Seniors Housing | (2.2)% | Bridge Seniors III (6.3%) | Bridge Seniors I ((4.1)%) | | Secondaries | 11.9% | Newbury Equity Partners II (14.8%) | Newbury Equity Partners I (8.2%) | | Single-Family Rental | 15.2% | Bridge SFR Predecessor Fund II (16.5%) | Bridge Single-Family Rental IV (9.5%) | | Logistics Value | (2.6)% | Bridge Logistics Value I ((2.6)%) | Bridge Logistics Value I ((2.6)%) | | Opportunity Zone | (4.2)% | Opportunity Zone I ((4.0)%) | Opportunity Zone II ((4.4)%) | - Strong performance by residential housing funds (Multifamily, Single-Family Rental) is driven by Bridge's vertical integration[105](index=105&type=chunk) - Bridge Multifamily V is approximately **71% called** with approximately **$0.6 billion** of dry powder available to deploy before the end of the investment period in July 2025[104](index=104&type=chunk) [Debt Strategies Funds Performance](index=38&type=section&id=Debt%20Strategies%20Funds%20Performance) Bridge's Debt Strategies Funds consistently show positive performance, with total funds achieving an **8.4% Investor Levered Net IRR** and Bridge Debt IV as the top performer at **9.3%** **Debt Strategies Funds Performance (Investor Levered Net IRR as of March 31, 2025):** | Fund | Investor Levered Net IRR | | :-------------------------- | :----------------------- | | Bridge Debt I | 5.9% | | Bridge Debt II | 7.1% | | Bridge Debt III | 8.7% | | Bridge Debt IV | 9.3% | | **Total Debt Strategies Funds** | **8.4%** | Company Overview This section provides a profile of Bridge Investment Group, highlighting its differentiated approach as a leading alternative investment manager [Bridge Investment Group Profile](index=43&type=section&id=Bridge%20Investment%20Group%20Profile) Bridge is a leading vertically integrated alternative investment manager with **$49.4 billion in Gross AUM** and **$113.2 million in LTM Q1 2025 Pre-Tax Distributable Earnings**, recognized for its diversified asset classes and fundraising - Bridge is a leading vertically integrated alternative investment manager, diversified across specialized asset classes[119](index=119&type=chunk) **Key Company Statistics (as of March 31, 2025):** | Metric | Value | | :------------------------------------------ | :---------------- | | Gross AUM | $49.4 Bn | | LTM Q1 2025 Pre-Tax Distributable Earnings | $113.2 MM | | Principal, Employee, and Affiliate Capital Commitments | ~$700 MM | | Recurring Fund Management Fees CAGR (1Q20-1Q25) | ~18% | - Ranked **13** global private equity real estate firm for fundraising by PERE (June 2024)[119](index=119&type=chunk) [Differentiated Approach](index=45&type=section&id=Differentiated%20Approach) Bridge employs a differentiated approach featuring data-driven market selection, a vertically integrated model for efficiency, and citizenship initiatives embedded in governance, fostering knowledge sharing and quality execution - Data-driven approach to market selection, incorporating intel from local **~2,250** on-the-ground colleagues and macroeconomic factors and trends[126](index=126&type=chunk) - Vertically integrated model allows for control over the value chain, promotes knowledge sharing, and provides quality operating execution at a lower cost[126](index=126&type=chunk) - Citizenship initiatives, including social & community programs, charitable giving, and diversity & inclusion, are embedded into firm governance and structure[128](index=128&type=chunk) Appendix This appendix provides detailed GAAP and non-GAAP financial reconciliations, AUM roll forwards, and comprehensive investment performance summaries [GAAP Condensed Consolidated Balance Sheets](index=49&type=section&id=GAAP%20Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were **$1,183.3 million**, a decrease from **$1,247.4 million** at December 31, 2024, with total liabilities also decreasing to **$728.1 million** **GAAP Condensed Consolidated Balance Sheets (in thousands):** | Metric | As of March 31, 2025 (Thousands) | As of December 31, 2024 (Thousands) | | :-------------------------------- | :------------------------------- | :---------------------------------- | | Cash and cash equivalents | $65,134 | $90,599 | | Accrued performance allocations | $327,150 | $339,560 | | Total assets | $1,183,254 | $1,247,380 | | Accrued performance allocations compensation | $58,699 | $57,610 | | Notes payable | $447,507 | $447,325 | | Total liabilities | $728,127 | $741,482 | | Total equity | $455,127 | $505,898 | [Unaudited Historical Non-GAAP Measures](index=51&type=section&id=Unaudited%20Historical%20Non-GAAP%20Measures) This section provides a detailed historical breakdown of non-GAAP measures, including Net income (loss), Distributable Earnings attributable to the Operating Company, and Total Fee Related Earnings, across multiple quarters from Q1 2023 to Q1 2025 **Historical Non-GAAP Measures (in thousands):** | Metric | Q1 2023 (Thousands) | Q1 2024 (Thousands) | Q1 2025 (Thousands) | | :------------------------------------------ | :------------------ | :------------------ | :------------------ | | Net income (loss) | $(67,431) | $(36,800) | $(37,603) | | Distributable Earnings attributable to the Operating Company | $33,395 | $32,171 | $16,975 | | Total Fee Related Earnings to the Operating Company | $30,872 | $33,943 | $24,565 | [Unaudited Historical Reconciliation of Non-GAAP Distributable Earnings per Share](index=55&type=section&id=Unaudited%20Historical%20Reconciliation%20of%20Non-GAAP%20Distributable%20Earnings%20per%20Share) This section reconciles GAAP shares to After-tax Non-GAAP Distributable Earnings per Share, showing the calculation steps and historical values from Q1 2023 to Q1 2025 **After-Tax Non-GAAP Distributable Earnings Per Share (Historical):** | Metric | Q1 2023 | Q1 2024 | Q1 2025 | | :------------------------------------------ | :------ | :------ | :------ | | DE attributable to the Operating Company (in thousands) | $33,395 | $32,171 | $16,975 | | After-tax DE available to common shareholders (in thousands) | $4,686 | $5,445 | $3,181 | | Weighted-average shares of Class A Common stock outstanding- Basic and Diluted | 25,068,319 | 31,342,979 | 35,311,240 | | After-Tax Non-GAAP Distributable Earnings Per Share | $0.19 | $0.17 | $0.09 | [Unaudited Historical Non-GAAP to GAAP Reconciliation](index=57&type=section&id=Unaudited%20Historical%20Non-GAAP%20to%20GAAP%20Reconciliation) This section provides a detailed reconciliation of various non-GAAP financial measures to their closest GAAP equivalents, including performance allocations, employee compensation, general and administrative expenses, and other income/expense items, across multiple quarters - Detailed reconciliation tables are provided for various financial metrics from Q1 2023 to Q1 2025, bridging non-GAAP measures to GAAP, including realized performance allocations, employee compensation, and general and administrative expenses[143](index=143&type=chunk)[144](index=144&type=chunk)[146](index=146&type=chunk) [AUM and FEAUM Roll Forward](index=61&type=section&id=AUM%20and%20FEAUM%20Roll%20Forward) Gross AUM decreased **1.0% QoQ** to **$49,350 million** in Q1 2025, while Fee-Earning AUM decreased **1.5% QoQ** to **$21,982 million** due to liquidations offsetting new capital **AUM Roll Forward (Three Months Ended March 31, 2025) (in millions):** | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Balance as of beginning of period | $49,845 | | New capital / commitments raised | $216 | | Distributions / return of capital | $(531) | | Change in fair value and acquisitions | $(180) | | AUM as of end of period | $49,350 | | % Change | (1.0)% | **FEAUM Roll Forward (Three Months Ended March 31, 2025) (in millions):** | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Balance as of beginning of period | $22,306 | | Increases (capital raised/deployment) | $397 | | Changes in fair market value | $6 | | Decreases (liquidations/other) | $(727) | | FEAUM as of end of period | $21,982 | | % Change | (1.5)% | [FEAUM by Fund](index=63&type=section&id=FEAUM%20by%20Fund) This section details Fee-Earning AUM for individual funds as of March 31, 2025, with Bridge Debt Strategies Fund IV, Bridge Multifamily Fund V, and Newbury Equity Partners Fund V as top contributors - Top three funds by FEAUM as of March 31, 2025, are **Bridge Debt Strategies Fund IV ($2,427 million)**, **Bridge Multifamily Fund V ($2,239 million)**, and **Newbury Equity Partners Fund V ($1,951 million)**[156](index=156&type=chunk) - Total FEAUM was **$21,982 million** as of March 31, 2025, compared to **$21,953 million** as of March 31, 2024[157](index=157&type=chunk) [Reconciliation of GAAP Shares of Common Stock Outstanding to Total Shares Outstanding](index=65&type=section&id=Reconciliation%20of%20GAAP%20Shares%20of%20Common%20Stock%20Outstanding%20to%20Total%20Shares%20Outstanding) This section provides a reconciliation of GAAP shares of common stock outstanding to total shares outstanding, including unvested participating shares and partnership units **Shares Outstanding Reconciliation (Q1 2025):** | Metric | Count | | :------------------------------------------ | :---------- | | GAAP Shares of Common Stock Outstanding | 35,355,675 | | Unvested Participating Shares of Common Stock | 9,340,583 | | Total Participating Shares of Common Stock | 44,696,258 | | Participating Partnership Units | 96,236,604 | | Unvested Participating Partnership Units | 185,917 | | Total Shares Outstanding | 141,118,779 | [Reconciliation of GAAP Loss per Share to Distributable Earnings per Share](index=67&type=section&id=Reconciliation%20of%20GAAP%20Loss%20per%20Share%20to%20Distributable%20Earnings%20per%20Share) This section details the adjustments made to reconcile GAAP net income (loss) available to common shareholders to Distributable Earnings per share, illustrating the impact of non-GAAP adjustments - The reconciliation adjusts GAAP Net income (loss) available to Common Shareholders (**$(13,218) thousand**) to Distributable After-Tax Earnings available to Common Shareholders (**$3,181 thousand**) for Q1 2025[161](index=161&type=chunk)[162](index=162&type=chunk) - Key adjustments include adding back depreciation and amortization, unrealized performance allocations, share-based compensation, and transaction and non-recurring costs[161](index=161&type=chunk) [Non-Controlling Interests](index=69&type=section&id=Non-Controlling%20Interests) This section details the allocation of Fee Related Earnings and Distributable Earnings with non-controlling interests, explaining the impact of profits interests conversions on non-controlling interest and share count - The Operating Company receives **24% to 40%** of the gross performance allocations[166](index=166&type=chunk) - Conversions of 2019, 2020, and 2021 profits interests resulted in a reduction in non-controlling interest and an increase in Net Income to the Operating Company, while also increasing share count (expected to be anti-dilutive)[167](index=167&type=chunk) [Composition of Fund Management Fees](index=71&type=section&id=Composition%20of%20Fund%20Management%20Fees) This section illustrates the composition of fund management fees over time, showing the proportion derived from funds launched in prior years, current year, and one-time catch-up fees - The majority of fund management fees consistently come from funds launched in prior years (e.g., **98% in LTM 1Q25**)[170](index=170&type=chunk) - Fees from funds launched in the current year and one-time catch-up fees represent a small percentage of total fund management fees[170](index=170&type=chunk)[171](index=171&type=chunk) [Investment Performance Summary](index=73&type=section&id=Investment%20Performance%20Summary) This section provides a comprehensive table of investment performance for various closed-end funds across equity and debt strategies, including Committed Capital, Invested Capital, Realized and Unrealized Investment Values, MOIC, and Investor Levered/Unlevered Net IRR as of March 31, 2025 - Detailed performance metrics (IRR, MOIC, investment values) are provided for numerous funds across Multifamily, Workforce & Affordable Housing, Secondaries, Seniors Housing, Office, Single-Family Rental, Opportunity Zone, Logistics Value, and Debt Strategies[173](index=173&type=chunk)[176](index=176&type=chunk) - Performance varies significantly by fund and strategy, with some showing strong positive IRRs (e.g., **Multifamily II at 23.0%**) and others negative (e.g., **Bridge Multifamily V at (15.4)%**)[173](index=173&type=chunk) [Notes to Performance Summary](index=77&type=section&id=Notes%20to%20Performance%20Summary) This section provides important disclaimers and definitions related to the investment performance data, clarifying how IRRs and MOICs are calculated, the scope of funds included, and the inherent limitations and assumptions - Investment performance presented is intended to illustrate the performance of investments held by the funds and other vehicles managed and the potential for performance-based fees[179](index=179&type=chunk) - Definitions for key metrics such as Cumulative Fund Committed Capital, Unreturned Drawn Capital, Cumulative Investment Invested Capital, Realized/Unrealized Investment Value, MOIC, and Investor Levered/Unlevered Net IRR are provided[179](index=179&type=chunk) - Past performance of prior funds within a strategy is not a guarantee of future results, and IRRs for newer funds with short measurement periods may be amplified and not meaningful[179](index=179&type=chunk)[180](index=180&type=chunk) Glossary This section provides definitions for key financial and operational terms used throughout the report [Glossary of Terms](index=79&type=section&id=Glossary%20of%20Terms) This section defines key financial and operational terms used throughout the report, including Assets Under Management (AUM), Distributable Earnings (DE), Dry Powder, Fee-Earning AUM (FEAUM), Fee Related Earnings (FRE), Fee Related Expenses, Fee Related Revenues, Fund Management Fees, Operating Company, and Sponsored Funds - Provides definitions for core financial metrics such as Assets Under Management (AUM), Distributable Earnings (DE), Fee Related Earnings (FRE), and Fee-Earning AUM (FEAUM), clarifying their calculation and limitations compared to U.S. GAAP[183](index=183&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk) - Explains operational terms including Dry Powder, Fee Related Expenses, Fee Related Revenues, Fund Management Fees, Operating Company, and Sponsored Funds[183](index=183&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)