BWIN 8-K

Baldwin Insurance Group, Inc. (BWIN)

8-K 2026-07-30 For: 2026-07-30

View Original

Added on July 30, 2026


Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Exhibit No.						Description
99.1						Press release issued by The Baldwin Insurance Group, Inc. on July 30, 2026
104						Cover Page Interactive Data File (embedded within the inline XBRL document)


		The Baldwin Insurance Group, Inc.

Date: July 30, 2026	By:	/s/ Bradford L. Hale
		Name:	Bradford L. Hale
		Title:	Chief Financial Officer


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands, except per share data)	2026		2025		2026		2025
Revenues:
Commissions and fees	$	488,789	$	376,249	$	1,017,650	$	786,780
Investment income	4,150		2,562		7,524		5,436
Total revenues	492,939		378,811		1,025,174		792,216

Operating expenses:
Colleague compensation and benefits	264,323		195,471		547,935		393,491
Outside commissions	71,798		73,586		138,477		139,409
Other operating expenses	94,058		56,119		318,221		114,138
Amortization expense	56,027		26,010		111,074		51,892
Change in fair value of contingent consideration	12,303		(1,957)		14,272		6,104
Depreciation expense	2,773		1,642		4,804		3,225
Total operating expenses	501,282		350,871		1,134,783		708,259

Operating income (loss)	(8,343)		27,940		(109,609)		83,957

Other income (expense):
Interest expense, net	(45,666)		(31,320)		(84,566)		(61,296)
Gain (loss) on divestitures	—		(1,111)		—		290
Loss on extinguishment and modification of debt	(129)		—		(7,538)		(2,394)
Other income (expense), net	(2,423)		35		(1,776)		(115)
Total other expense, net	(48,218)		(32,396)		(93,880)		(63,515)

Income (loss) before income taxes and share of net earnings of equity method investee	(56,561)		(4,456)		(203,489)		20,442
Share of net earnings of equity method investee	664		—		1,175		—
Income (loss) before income taxes	(55,897)		(4,456)		(202,314)		20,442
Less: income tax expense (benefit)	84		685		(144,437)		685
Net income (loss)	(55,981)		(5,141)		(57,877)		19,757
Less: net income (loss) attributable to noncontrolling interests	(16,986)		(1,977)		(21,223)		8,982
Net income (loss) attributable to Baldwin	$	(38,995)	$	(3,164)	$	(36,654)	$	10,775

Basic earnings (loss) per share	$	(0.42)	$	(0.05)	$	(0.39)	$	0.16
Diluted earnings (loss) per share	$	(0.42)	$	(0.05)	$	(0.39)	$	0.15
Weighted-average shares of Class A common stock outstanding - basic	92,761		68,010		93,278		67,045
Weighted-average shares of Class A common stock outstanding - diluted	92,761		68,010		93,278		70,393

Net income (loss)	$	(55,981)	$	(5,141)	$	(57,877)	$	19,757
Other comprehensive income	3,343		—		6,635		—
Comprehensive income (loss)	(52,638)		(5,141)		(51,242)		19,757
Less: comprehensive income (loss) attributable to noncontrolling interests	(15,932)		(1,977)		(19,123)		8,982
Comprehensive income (loss) attributable to Baldwin	$	(36,706)	$	(3,164)	$	(32,119)	$	10,775


(in thousands, except share and per share data)	June 30, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	184,499	$	123,669
Fiduciary cash	426,189		223,228
Assumed premiums, commissions and fees receivable, net	433,617		342,136
Fiduciary receivables	782,194		497,035
Prepaid expenses and other current assets	19,592		13,650
Total current assets	1,846,091		1,199,718
Property and equipment, net	33,377		22,502
Right-of-use assets	81,552		61,976
Other assets	111,257		82,419
Intangible assets, net	1,450,040		978,434
Goodwill	2,652,407		1,517,171
Total assets	$	6,174,724	$	3,862,220
Liabilities, Mezzanine Equity and Stockholders’ Equity
Current liabilities:
Fiduciary liabilities	$	1,208,383	$	720,263
Commissions payable	97,040		50,933
Accrued expenses and other current liabilities	294,241		252,560
Current portion of contingent earnout liabilities	120,901		9,004
Total current liabilities	1,720,565		1,032,760
Revolving line of credit	302,000		107,000
Long-term debt, less current portion	2,150,725		1,566,122
Contingent earnout liabilities, less current portion	225,923		14,289
Operating lease liabilities, less current portion	75,128		57,651
Tax Receivable Agreement liabilities	144,570		—
Deferred tax liabilities	4,650		—
Other liabilities	129,376		—
Total liabilities	4,752,937		2,777,822
Commitments and contingencies
Mezzanine equity:
Redeemable noncontrolling interest	614		519
Stockholders’ equity:
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 96,368,518 and 71,779,608 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	964		718
Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 43,059,762 and 46,703,818 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	4		5
Additional paid-in capital	1,246,901		844,236
Accumulated deficit	(368,468)		(245,236)
Accumulated other comprehensive income	5,027		492
Total stockholders’ equity attributable to Baldwin	884,428		600,215
Noncontrolling interest	536,745		483,664
Total stockholders’ equity	1,421,173		1,083,879
Total liabilities, mezzanine equity and stockholders’ equity	$	6,174,724	$	3,862,220


	For the Six Months Ended June 30,
(in thousands)	2026		2025
Cash flows from operating activities:
Net income (loss)	$	(57,877)	$	19,757
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	115,878		55,117
Change in fair value of contingent consideration	14,272		6,104
Share-based compensation expense	33,519		29,755
Deferred taxes	(14,873)		—
Payment of contingent earnout consideration in excess of purchase price accrual	(6,739)		(85,090)
Gain on divestitures	—		(290)
Amortization of deferred financing costs	8,633		2,843
Other operating activity	(2,602)		766
Changes in operating assets and liabilities:
Assumed premiums, commissions and fees receivable, net	(46,138)		(53,896)
Prepaid expenses and other current assets	(6,866)		(4,916)
Right-of-use assets	13,531		7,950
Accounts payable, accrued expenses and other current liabilities	(3,731)		(19,727)
Colleague earnout incentives	—		(31,824)
Operating lease liabilities	(7,521)		(7,253)
Net cash provided by (used in) operating activities	39,486		(80,704)
Cash flows from investing activities:
Cash consideration paid for business combinations, net of cash received	(447,503)		(11,699)
Capital expenditures	(27,848)		(20,310)
Deferred payments for business combinations	(25,000)		—
Cash consideration paid for asset acquisitions	(12,052)		(460)
Investments in and loans for business ventures	(8,465)		(15,633)
Proceeds from divestitures, net of cash transferred	—		1,901
Net cash used in investing activities	(520,868)		(46,201)
Cash flows from financing activities:
Change in fiduciary receivables and liabilities, net	98,968		55,283
Repurchase of common stock	(126,833)		—
Proceeds from revolving line of credit	371,000		121,000
Payments on revolving line of credit	(176,000)		(9,000)
Proceeds from refinancing of long-term debt	600,000		935,800
Payments relating to extinguishment and modification of long-term debt	—		(835,800)
Payments on long-term debt	(10,561)		(4,679)
Payments of deferred financing costs	(4,040)		—
Payment of contingent earnout consideration up to amount of purchase price accrual	—		(64,256)
Other financing activity	(7,361)		(510)
Net cash provided by financing activities	745,173		197,838
Net increase in cash and cash equivalents and fiduciary cash	263,791		70,933
Cash and cash equivalents and fiduciary cash at beginning of period	346,897		312,769
Cash and cash equivalents and fiduciary cash at end of period	$	610,688	$	383,702


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(in thousands, except percentages)	2026			2025			2026			2025
Revenues	$	492,939		$	378,811		$	1,025,174		$	792,216

Net income (loss)	$	(55,981)		$	(5,141)		$	(57,877)		$	19,757
Adjustments to net income (loss):
Amortization expense	56,027			26,010			111,074			51,892
Interest expense, net(1)	46,140			31,320			85,347			61,296
Share-based compensation	20,701			16,952			33,519			29,755
Transaction-related partnership and integration expenses	14,695			3,985			22,868			5,518
Transaction closing costs	—			—			17,668			—
Change in fair value of contingent consideration	12,303			(1,957)			14,272			6,104
Income and other taxes(2)	1,084			1,348			(13,064)			2,819
Transformation costs(3)	6,441			227			9,500			772
Loss on extinguishment and modification of debt	129			—			7,538			2,394
Severance	3,874			1,618			5,689			2,825
Depreciation expense	2,773			1,642			4,804			3,225
Colleague earnout incentives	—			1,490			—			(1,779)
Impairment of right-of-use assets	—			1,188			—			1,188
Loss (gain) on divestitures	—			1,111			—			(290)
Other(4)	8,554			5,719			12,650			13,831
Adjusted EBITDA	$	116,740		$	85,512		$	253,988		$	199,307

Net income (loss) margin	(11)		%	(1)		%	(6)		%	2		%
Adjusted EBITDA margin	23.7		%	22.6		%	24.8		%	25.2		%


Amended LLC Agreement						Third Amended and Restated Limited Liability Company Agreement of The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), as amended
clients						Our insureds
colleagues						Our employees
GAAP						Accounting principles generally accepted in the United States of America
insurance company partners						Insurance companies with which we have a contractual relationship
partners						Companies that we have acquired, or in the case of asset acquisitions, the producers
partnerships						Strategic acquisitions made by the Company
SEC						U.S. Securities and Exchange Commission


			Emerging Growth Company			☐