Form 8-K

8-K — Baldwin Insurance Group, Inc.

Accession: 0001781755-26-000032

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001781755

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bwin-20260504.htm (Primary)

EX-99.1 (ex99-1fy2026q1earningsrele.htm)

GRAPHIC — BALDWIN LOGO (tbglogohoriz-fullcolora.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bwin-20260504.htm · Sequence: 1

bwin-20260504

false000178175500017817552026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

______________________________

The Baldwin Insurance Group, Inc.

(Exact name of registrant as specified in its charter)

______________________________

Delaware 001-39095 61-1937225

(State or other jurisdiction of (Commission (I.R.S. Employer

incorporation or organization) File No.) Identification No.)

4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607

(Address of principal executive offices) (Zip code)

(Registrant's telephone number, including area code): (866) 279-0698

Not Applicable

(Former Name, former address and former fiscal year, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share BWIN Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2026, The Baldwin Insurance Group, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release issued by The Baldwin Insurance Group, Inc. on May 4, 2026

104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Baldwin Insurance Group, Inc.

Date: May 4, 2026 By: /s/ Bradford L. Hale

Name: Bradford L. Hale

Title: Chief Financial Officer

EX-99.1

Filename: ex99-1fy2026q1earningsrele.htm · Sequence: 2

Document

Exhibit 99.1

THE BALDWIN GROUP ANNOUNCES FIRST QUARTER 2026 RESULTS

— First Quarter Total Revenue Growth of 29% to $532.2 Million; Organic Revenue Growth(1) of 2% —

— First Quarter Net Loss of $1.9 Million; Adjusted EBITDA(2) Growth of 21% to $137.2 Million —

— First Quarter Diluted Earnings Per Share of $0.02; Adjusted Diluted EPS(3) of $0.63 —

— First Quarter Net Loss Margin of 0%; Adjusted EBITDA Margin(2) of 26% —

TAMPA, FLORIDA - May 4, 2026 - The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. (“Baldwin” or the “Company”) (NASDAQ: BWIN), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial clients, today announced its results for the first quarter ended March 31, 2026.

FIRST QUARTER 2026 HIGHLIGHTS

•Total revenue increased 29% year-over-year to $532.2 million

•Organic revenue growth of 2% year-over-year

•GAAP net loss of $1.9 million and GAAP diluted earnings per share of $0.02

•Adjusted net income(3) of $89.3 million

•Adjusted diluted EPS decreased 3% year-over-year to $0.63

•Adjusted EBITDA grew 21% to $137.2 million

•Net loss margin of 0%

•Adjusted EBITDA margin of 25.8% compared to 27.5% in the prior-year period

•Net cash used in operating activities of $6.1 million

•Adjusted free cash flow(4) of $(0.2) million

"Our first quarter results demonstrate the durability and accelerating earnings power of our differentiated platform," said Trevor Baldwin, Chief Executive Officer of The Baldwin Group. "Total revenue grew 29% to $532.2 million and adjusted EBITDA grew 21% to $137.2 million, reflecting strong early contributions from our January partnerships—led by CAC Group—alongside continued execution across our core operating groups. CAC Group integration is meaningfully ahead of plan, with approximately 80% of targeted three-year expense synergies already actioned and revenue cross-sell wins materializing at scale more quickly than anticipated. Normalized organic growth of approximately 9%(5) inclusive of new partnerships underscores the trajectory of the business. We remain firmly on track to deliver accelerating organic growth through the year, exiting 2026 on a double-digit organic growth run rate and to continue advancing our $3B/30 Catalyst transformation program."

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, cash and cash equivalents were $146 million and the Company had $393 million of borrowing capacity under its revolving credit facility.

WEBCAST AND CONFERENCE CALL INFORMATION

Baldwin will host a webcast and conference call to discuss first quarter 2026 results today at 5:00 PM ET. A live webcast and a slide presentation of the conference call will be available on Baldwin’s investor relations website at ir.baldwin.com. The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at ir.baldwin.com for one year following the call.

ABOUT THE BALDWIN GROUP

The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. ("Baldwin") (NASDAQ: BWIN) and its affiliates, is an independent insurance distribution firm providing indispensable expertise and insights that strive to give our clients the confidence to pursue their purpose, passion and dreams. As a team of dedicated entrepreneurs and insurance professionals, we have come together to help protect the possible for our clients. We do this by delivering bespoke client solutions, services, and innovation through our comprehensive and tailored approach to risk management, insurance, and employee benefits. We support our clients, colleagues, insurance company partners, and communities through the deployment of vanguard resources and capital to drive our organic and inorganic growth. The Baldwin Group proudly represents more than three million clients across the United States and internationally. For more information, please visit www.baldwin.com.

FOOTNOTES

(1) Organic revenue for the three months ended March 31, 2025 used to calculate organic revenue growth for the three months ended March 31, 2026 was $410.4 million, which is adjusted to exclude commissions and fees from divestitures that occurred during 2025. Organic revenue is also adjusted to exclude the first 12 months of commissions and fees generated from new partners during the three months ended March 31, 2026. Organic revenue and organic revenue growth are non-GAAP measures. Reconciliation of organic revenue and organic revenue growth to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(2) Adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures. Reconciliation of adjusted EBITDA and adjusted EBITDA margin to net income (loss), the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(3) Adjusted net income and adjusted diluted EPS are non-GAAP measures. Reconciliation of adjusted net income to net income attributable to Baldwin and reconciliation of adjusted diluted EPS to diluted earnings per share, the most directly comparable GAAP financial measures, is set forth in the reconciliation table accompanying this release.

(4) Adjusted free cash flow is a non-GAAP measure. Reconciliation of adjusted free cash flow to net cash used in operating activities, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(5) Refer to our first quarter 2026 earnings supplement, available on our website at ir.baldwin.com, for a reconciliation of normalized organic growth inclusive of January 2026 partnerships.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Baldwin’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address Baldwin's future operating, financial or business performance or Baldwin’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.

Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in Baldwin’s Annual Report on Form 10-K for the year ended December 31, 2025 and in Baldwin’s other filings with the SEC, which are available free of charge on the SEC's website at: www.sec.gov, including those risks and other factors relevant to Baldwin's business, financial condition and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Baldwin or to persons acting on Baldwin's behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Baldwin does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.

CONTACTS

MEDIA RELATIONS

Anna Rozenich, Senior Director, Enterprise Communications

The Baldwin Group

630.561.5907 | anna.rozenich@baldwin.com

INVESTOR RELATIONS

Bonnie Bishop, Executive Director, Investor Relations

The Baldwin Group

813.259.8032 | IR@baldwin.com

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

For the Three Months

Ended March 31,

(in thousands, except per share data) 2026 2025

Revenues:

Commissions and fees $ 528,861 $ 410,531

Investment income 3,374 2,874

Total revenues 532,235 413,405

Operating expenses:

Colleague compensation and benefits 283,612 198,020

Outside commissions 66,679 65,823

Other operating expenses 224,163 58,019

Amortization expense 55,047 25,882

Change in fair value of contingent consideration 1,969 8,061

Depreciation expense 2,031 1,583

Total operating expenses 633,501 357,388

Operating income (loss)

(101,266) 56,017

Other income (expense):

Interest expense, net (38,900) (29,976)

Gain on divestitures — 1,401

Loss on extinguishment and modification of debt (7,409) (2,394)

Other income (expense), net 647 (150)

Total other expense, net (45,662) (31,119)

Income (loss) before income taxes and share of net earnings of equity method investee

(146,928) 24,898

Share of net earnings of equity method investee 511 —

Income (loss) before income taxes

(146,417) 24,898

Less: income tax benefit (144,521) —

Net income (loss)

(1,896) 24,898

Less: net income (loss) attributable to noncontrolling interests

(4,237) 10,959

Net income attributable to Baldwin $ 2,341 $ 13,939

Basic earnings per share

$ 0.02 $ 0.21

Diluted earnings per share $ 0.02 $ 0.20

Weighted-average shares of Class A common stock outstanding - basic 93,798 66,067

Weighted-average shares of Class A common stock outstanding - diluted 96,828 69,328

Net income (loss)

$ (1,896) $ 24,898

Other comprehensive income 3,292 —

Comprehensive income 1,396 24,898

Less: comprehensive income (loss) attributable to noncontrolling interests

(3,191) 10,959

Comprehensive income attributable to Baldwin $ 4,587 $ 13,939

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data) March 31, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 146,409 $ 123,669

Fiduciary cash 309,712 223,228

Assumed premiums, commissions and fees receivable, net 447,619 342,136

Fiduciary receivables 669,960 497,035

Prepaid expenses and other current assets 20,778 13,650

Total current assets 1,594,478 1,199,718

Property and equipment, net 31,498 22,502

Right-of-use assets 83,409 61,976

Other assets 96,373 82,419

Intangible assets, net 1,484,739 978,434

Goodwill 2,652,131 1,517,171

Total assets $ 5,942,628 $ 3,862,220

Liabilities, Mezzanine Equity and Stockholders’ Equity

Current liabilities:

Fiduciary liabilities $ 979,672 $ 720,263

Commissions payable 93,438 50,933

Accrued expenses and other current liabilities 285,867 252,560

Current portion of contingent earnout liabilities 115,468 9,004

Total current liabilities 1,474,445 1,032,760

Revolving line of credit 191,000 107,000

Long-term debt, less current portion 2,153,414 1,566,122

Contingent earnout liabilities, less current portion 219,916 14,289

Operating lease liabilities, less current portion 74,578 57,651

Tax Receivable Agreement liabilities 144,570 —

Deferred tax liabilities 4,650 —

Other liabilities 128,400 —

Total liabilities 4,390,973 2,777,822

Commitments and contingencies

Mezzanine equity:

Redeemable noncontrolling interest 537 519

Stockholders’ equity:

Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 96,647,096 and 71,779,608 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

966 718

Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 45,213,446 and 46,703,818 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

5 5

Additional paid-in capital 1,235,101 844,236

Accumulated deficit (274,870) (245,236)

Accumulated other comprehensive income 2,738 492

Total stockholders’ equity attributable to Baldwin 963,940 600,215

Noncontrolling interest 587,178 483,664

Total stockholders’ equity 1,551,118 1,083,879

Total liabilities, mezzanine equity and stockholders’ equity $ 5,942,628 $ 3,862,220

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the Three Months

Ended March 31,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income (loss)

$ (1,896) $ 24,898

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

57,078 27,465

Change in fair value of contingent consideration 1,969 8,061

Share-based compensation expense 12,818 12,803

Payment of contingent earnout consideration in excess of purchase price accrual (5,876) (78,193)

Gain on divestitures — (1,401)

Amortization of deferred financing costs 1,665 1,422

Other operating activity (1,160) 726

Changes in operating assets and liabilities:

Assumed premiums, commissions and fees receivable, net (55,666) (47,789)

Prepaid expenses and other current assets (6,627) (6,708)

Right-of-use assets 8,811 3,775

Accounts payable, accrued expenses and other current liabilities 2,423 9,892

Colleague earnout incentives — (14,854)

Operating lease liabilities (4,739) (4,080)

Deferred taxes (14,873) —

Net cash used in operating activities (6,073) (63,983)

Cash flows from investing activities:

Cash consideration paid for business combinations, net of cash received (452,377) —

Deferred payments for business combinations (25,000) —

Capital expenditures (12,664) (8,933)

Investments in and loans for business ventures (87) (620)

Proceeds from divestitures, net of cash transferred — 1,401

Cash consideration paid for asset acquisitions (1,076) (460)

Net cash used in investing activities (491,204) (8,612)

Cash flows from financing activities:

Change in fiduciary receivables and liabilities, net (17,509) (5,444)

Repurchase of common stock (46,966) —

Proceeds from revolving line of credit

245,000 9,000

Payments on revolving line of credit (161,000) (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

(6,538) (2,340)

Payments of deferred financing costs (4,040) —

Payment of contingent earnout consideration up to amount of purchase price accrual — (32,841)

Other financing activity (2,446) (488)

Net cash provided by financing activities 606,501 58,887

Net increase (decrease) in cash and cash equivalents and fiduciary cash 109,224 (13,708)

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 $ 456,121 $ 299,061

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA, adjusted EBITDA margin, organic revenue, organic revenue growth, adjusted net income, adjusted diluted earnings per share (“EPS”), and adjusted net cash provided by operating activities (“adjusted free cash flow”) are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for organic revenue and organic revenue growth), net income (loss) (for adjusted EBITDA and adjusted EBITDA margin), net income (loss) attributable to Baldwin (for adjusted net income), diluted earnings (loss) per share (for adjusted diluted EPS) or net cash provided by (used in) operating activities (for adjusted free cash flow), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income (loss), net income (loss) attributable to Baldwin, diluted earnings (loss) per share, net cash provided by (used in) operating activities or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly, these measures may not be comparable to similarly titled measures used by other companies.

We define adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related partnership and integration expenses, transformation costs, severance, and certain non-recurring items, including those related to raising capital. We believe that adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.

Adjusted EBITDA margin is adjusted EBITDA divided by total revenues. Adjusted EBITDA margin is a key metric used by management and our board of directors to assess our financial performance. We believe that adjusted EBITDA margin is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that adjusted EBITDA margin is helpful in measuring profitability of operations on a consolidated level.

Adjusted EBITDA and adjusted EBITDA margin have important limitations as analytical tools. For example, adjusted EBITDA and adjusted EBITDA margin:

•do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

•do not reflect changes in, or cash requirements for, our working capital needs;

•do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations;

•do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•do not reflect share-based compensation expense and other non-cash charges; and

•exclude certain tax payments that may represent a reduction in cash available to us.

We calculate organic revenue based on commissions and fees for the relevant period by excluding (i) the first 12 months of commissions and fees generated from new partners and (ii) commissions and fees from divestitures. Organic revenue growth is the change in organic revenue period-to-period, with prior period results adjusted to (i) include commissions and fees that were excluded from organic revenue in the prior period because the relevant partners had not yet reached the 12-month owned mark, but which have reached the 12-month owned mark in the current period, and (ii) exclude commissions and fees related to divestitures from organic revenue. For example, commissions and fees from a partner acquired on June 1, 2025 are excluded from organic revenue for 2025. However, after June 1, 2026, results from June 1, 2025 to December 31, 2025 for such partners are compared to results from June 1, 2026 to December 31, 2026 for purposes of calculating organic revenue growth in 2026. Organic revenue growth is a key metric used by management and our board of directors to assess our financial performance. We believe that organic revenue and organic revenue growth are appropriate measures of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner.

We define adjusted net income as net income (loss) attributable to Baldwin adjusted for depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related partnership and integration expenses, transformation costs, severance, and certain non-recurring costs that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments. We believe that adjusted net income is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance.

Adjusted diluted EPS measures our per share earnings excluding certain expenses as discussed above for adjusted net income and assuming all shares of Class B common stock were exchanged for Class A common stock on a one-for-one basis. Adjusted diluted EPS is calculated as adjusted net income divided by adjusted diluted weighted-average shares outstanding. We believe adjusted diluted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods.

We calculate adjusted free cash flow because we incur substantial earnout liabilities in conjunction with our partnership strategy. Adjusted free cash flow is calculated as net cash provided by (used in) operating activities excluding the impact of: (i) the payment of contingent earnout consideration in excess of purchase price accrual, and (ii) the payment of colleague earnout incentives. We believe that adjusted free cash flow is an important measure of our ability to generate cash from our business operations.

Reconciliation of guidance regarding adjusted EBITDA, organic revenue growth and adjusted diluted EPS to the most directly comparable GAAP measures is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity, and low visibility with respect to commissions and fees, net income (loss), diluted earnings (loss) per share or other consolidated income statement data prepared in accordance with GAAP. The Company is currently unable to predict with a reasonable degree of certainty the type and extent of items that would be expected to impact these GAAP financial measures for these periods. The unavailable information could have a significant impact on the non-GAAP measures.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net income (loss), which we consider to be the most directly comparable GAAP financial measure:

For the Three Months

Ended March 31,

(in thousands, except percentages) 2026 2025

Revenues $ 532,235 $ 413,405

Net income (loss)

$ (1,896) $ 24,898

Adjustments to net income (loss):

Amortization expense 55,047 25,882

Interest expense, net 39,207 29,976

Transaction closing costs 17,668 —

Income and other taxes(1)

(14,148) 1,471

Share-based compensation 12,818 12,803

Transaction-related partnership and integration expenses 8,173 1,533

Loss on extinguishment and modification of debt 7,409 2,394

Transformation costs(2)

3,059 545

Depreciation expense 2,031 1,583

Change in fair value of contingent consideration 1,969 8,061

Severance 1,815 1,207

Colleague earnout incentives — (3,269)

Gain on divestitures — (1,401)

Other(3)

4,096 8,112

Adjusted EBITDA $ 137,248 $ 113,795

Net income (loss) margin — % 6 %

Adjusted EBITDA margin 25.8 % 27.5 %

__________

(1) Income and other taxes include income tax benefit, Tax Receivable Agreement expense and other operating tax expense, such as state taxes, under GAAP.

(2) Transformation costs represent certain non-recurring colleague compensation and technology-related expenses related to our $3B/30 Catalyst Program, which is designed to accelerate the infusion of automation, business process optimization and artificial intelligence to transform and elevate our workforce and unlock new avenues for growth.

(3) Other addbacks to adjusted EBITDA include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.

Organic Revenue and Organic Revenue Growth

The following table reconciles organic revenue and organic revenue growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:

For the Three Months

Ended March 31,

(in thousands, except percentages) 2026 2025

Commissions and fees

$ 528,861 $ 410,531

Partnership commissions and fees(1)

(111,485) —

Organic revenue $ 417,376 $ 410,531

Organic revenue growth(2)

$ 6,933 $ 38,219

Organic revenue growth %(2)

2 % 10 %

__________

(1) Includes the first 12 months of such commissions and fees generated from newly acquired partners.

(2) Organic revenue for the three months ended March 31, 2025 used to calculate organic revenue growth for the three months ended March 31, 2026 was $410.4 million, which is adjusted to exclude commissions and fees from divestitures that occurred during 2025.

Adjusted Net Income and Adjusted Diluted EPS

The following table reconciles adjusted net income to net income attributable to Baldwin and reconciles adjusted diluted EPS to diluted earnings per share, which we consider to be the most directly comparable GAAP financial measures:

For the Three Months

Ended March 31,

(in thousands, except per share data) 2026 2025

Net income attributable to Baldwin $ 2,341 $ 13,939

Net income (loss) attributable to noncontrolling interests (4,237) 10,959

Amortization expense 55,047 25,882

Transaction closing costs 17,668 —

Income tax expense(1)

(14,194) 1,200

Share-based compensation 12,818 12,803

Transaction-related partnership and integration expenses 8,173 1,533

Loss on extinguishment and modification of debt 7,409 2,394

Transformation costs(2)

3,059 545

Depreciation 2,031 1,583

Change in fair value of contingent consideration 1,969 8,061

Severance 1,815 1,207

Other amortization/accretion, net 1,103 1,422

Colleague earnout incentives — (3,269)

Gain on divestitures — (1,401)

Other(3)

4,096 8,112

Adjusted pre-tax income 99,098 84,970

Adjusted income taxes(4)

9,811 8,412

Adjusted net income $ 89,287 $ 76,558

Weighted-average shares of Class A common stock outstanding - diluted 96,828 69,328

Exchange of Class B common stock(5)

45,963 49,045

Adjusted diluted weighted-average shares outstanding 142,791 118,373

Diluted earnings per share

$ 0.02 $ 0.20

Effect of exchange of Class B common stock and net income (loss) attributable to noncontrolling interests per share

(0.03) 0.01

Other adjustments to earnings per share 0.71 0.51

Adjusted income taxes per share (0.07) (0.07)

Adjusted diluted EPS $ 0.63 $ 0.65

___________

(1) Income tax expense includes income tax benefit and Tax Receivable Agreement expense.

(3) Other addbacks to adjusted net income include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.

(4) Represents corporate income taxes at an assumed effective tax rate of 9.9% applied to adjusted pre-tax income.

(5) Assumes the full exchange of Class B common stock for Class A common stock pursuant to the Amended LLC Agreement.

Adjusted Net Cash Provided by Operating Activities (“Adjusted Free Cash Flow”)

The following table reconciles adjusted free cash flow to net cash used in operating activities, which we consider to be the most directly comparable GAAP financial measure:

For the Three Months

Ended March 31,

(in thousands) 2026 2025

Net cash used in operating activities $ (6,073) $ (63,983)

Adjustments to net cash used in operating activities:

Payment of contingent earnout consideration in excess of purchase price accrual 5,876 78,193

Payment of colleague earnout incentives — 11,599

Adjusted free cash flow $ (197) $ 25,809

COMMONLY USED DEFINED TERMS

The following terms have the following meanings throughout this press release unless the context indicates or requires otherwise:

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

GRAPHIC — BALDWIN LOGO

GRAPHIC

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May 04, 2026

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May 04, 2026

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The Baldwin Insurance Group, Inc.

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Entity Tax Identification Number

61-1937225

Entity Address, Address Line One

4211 W. Boy Scout Blvd.

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Suite 800

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Tampa

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33607

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279-0698

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