Baldwin Insurance Group, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|
For the quarterly period ended September 30, 2025
or
| o | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|
For the transition period from ________ to _________
Commission File Number:001-39095
The Baldwin Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 61-1937225 |
| (State or other jurisdiction of | (I.R.S. Employer |
|---|---|
| incorporation or organization) | Identification No.) |
4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607
(Address of principal executive offices) (Zip Code)
(866)279-0698
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name, former address and former fiscal year, if changed since last report)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | o |
|---|---|---|---|
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging growth company | o | ||
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 28, 2025, there were 71,589,503 shares of Class A common stock outstanding and 47,058,818 shares of Class B common stock outstanding.
INDEX
| Page | |||
|---|---|---|---|
| PART I. FINANCIAL INFORMATION | |||
| ITEM 1. · Financial Statements (Unaudited) | |||
| Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 6 | ||
| Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 | 8 | ||
| Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity for the Three and Nine Months Ended September 30, 2025 and 2024 | 9 | ||
| Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2025 and 2024 | 11 | ||
| Notes to Condensed Consolidated Financial Statements | 13 | ||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 | |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 55 | |
| ITEM 4. | Controls and Procedures | 55 | |
| PART II. OTHER INFORMATION | |||
| ITEM 1. | Legal Proceedings | 56 | |
| ITEM 1A. | Risk Factors | 56 | |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 56 | |
| ITEM 3. | Defaults Upon Senior Securities | 56 | |
| ITEM 4. | Mine Safety Disclosures | 56 | |
| ITEM 5. | Other Information | 57 | |
| ITEM 6. | Exhibits | 57 | |
| SIGNATURES | 58 | ||
Note Regarding Forward-Looking Statements
We have made statements in this report, including matters discussed under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part II, Item 1. Legal Proceedings, Part II, Item 1A. Risk Factors and in other sections of this report, that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, including, for example, our strategy with respect to future capital allocation and anticipated trends in our business. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. You should specifically consider the numerous risks outlined under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations, except as required by law.
Commonly Used Defined Terms
The following terms have the following meanings throughout this Quarterly Report on Form 10-Q unless the context indicates or requires otherwise:
| 2019 Stockholders Agreement | Stockholders Agreement between Baldwin and the applicable holders of LLC Units in Baldwin Holdings entered into on October 28, 2019 |
|---|---|
| 2024 Credit Agreement | Amended and Restated Credit Agreement, dated as of May 24, 2024, which is attached as Annex I to the Amendment and Restatement Agreement, dated May 24, 2024, between Baldwin Holdings, as borrower, JPMorgan Chase Bank, N.A., as the Administrative Agent, the Guarantors party thereto and the Lenders party thereto, as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 4, 2024, Amendment No. 2 to Amended and Restated Credit Agreement, dated as of January 10, 2025 and Amendment No. 3 to Amended and Restated Credit Agreement, dated as of September 18, 2025 |
| 2024 Credit Facility | The Revolving Facility and 2025 Term Loan Facility established pursuant to the 2024 Credit Agreement, as amended |
| 2024 Stockholders Agreement | Stockholders Agreement between Baldwin and the applicable holders of LLC Units in Baldwin Holdings entered into on October 30, 2024 |
| 2025 Term Loan Facility | Our term loan facility under the 2024 Credit Facility with a principal amount of $1.006 billion, maturing May 24, 2031 |
| adjusted EBITDA | 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, severance, and certain non-recurring items, including those related to raising capital |
| Amended LLC Agreement | Third Amended and Restated Limited Liability Company Agreement of Baldwin Holdings, as amended |
| API | Application programming interface |
| book of business | Insurance policies bound by us on behalf of our clients |
| bps | Basis points |
| Baldwin Holdings | The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), our operating company and a subsidiary of Baldwin |
| Baldwin | The Baldwin Insurance Group, Inc. (formerly BRP Group, Inc.), our parent company, together, unless the context otherwise requires, with its consolidated subsidiaries, including Baldwin Holdings and its consolidated subsidiaries and affiliates |
| Capacity Solutions | A division of our Underwriting, Capacity & Technology Solutions operating group that includes our reinsurance brokerage business, Juniper Re, our reinsurance MGA business, MultiStrat, and our captive management business |
| Captive | The initial series, MSI Multifamily Series Protected Cell, together with the Core, TBG Assurance Company, LLC |
| clients | Our insureds |
| colleagues | Our employees |
| core commissions and fees | Revenue generated from commissions, consulting and service fees, policy fees and installment payments, as well as earned premiums from assumed insurance contracts, collectively |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| GAAP | Accounting principles generally accepted in the United States of America |
| insurance company partners | Insurance companies with which we have a contractual relationship |
| LLC Units | Membership interests of Baldwin Holdings |
| MGA | Managing General Agent |
| MSI | Our MGA platform |
| operating groups | Our reportable segments |
| partners | Companies that we have acquired, or in the case of asset acquisitions, the producers |
| partnerships | Strategic acquisitions made by the Company |
|---|---|
| Pre-IPO LLC Members | Trevor Baldwin, our Chief Executive Officer; Lowry Baldwin, our Chairman; BIGH, LLC, an entity controlled by Lowry Baldwin; Elizabeth Krystyn, one of our founders; Laura Sherman, one of our founders; Daniel Galbraith, President, The Baldwin Group and CEO, Retail Brokerage Operations; Brad Hale, our Chief Financial Officer; and The Villages Invesco, LLC; and certain other historical equity holders including equity holders in companies that we have acquired or producers |
| reinsurance company partners | Reinsurance companies with which we have a contractual relationship |
| Revolving Facility | Our revolving credit facility under the 2024 Credit Facility with commitments in an aggregate principal amount of $600 million, maturing May 24, 2029 |
| risk advisors | Our producers |
| SEC | U.S. Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| Senior Secured Notes | 7.125% senior secured notes with an aggregate principal amount of $600 million due May 15, 2031 |
| SOFR | Secured Overnight Financing Rate |
| Tax Receivable Agreement | Tax Receivable Agreement between Baldwin and certain holders of LLC Units in Baldwin Holdings entered into on October 28, 2019 |
| Westwood | Westwood Insurance Agency, a 2022 partner |
| Wholesale Business | Our specialty wholesale broker business, which was sold on March 1, 2024 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.