Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 1, 2023, Bridge Investment Group Holdings Inc. (the "Company" or, together with its subsidiaries, "Bridge") and Bridge Investment Group Holdings LLC (the "Operating Company") issued 801,927 shares of Class A common stock, $0.01 par value per share (the "Class A Shares"), and 1,531,106 Class A common units (the "Class A Units"), respectively, to redeem certain equity interests in their subsidiaries. The Class A Shares and Class A Units were valued at a total of $9,663,220 and $18,449,827, respectively, based on the closing price of the Class A Shares on December 30, 2022.

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

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

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