Baldwin Insurance Group, Inc.

Current report

We may not complete the proposed Go-Private Transaction within the anticipated timeframe, or at all, which could adversely affect our business, financial condition, results of operations and stock price.

Current report

On September 14, 2026, we entered into the Merger Agreement, pursuant to which, upon the terms and subject to the conditions therein, we will survive as a wholly owned subsidiary of Square Acquisition Parent, Inc. (“Square Acquisition”). Upon consummation of the Go-Private Transaction, we will become a privately held company, our Class A common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and we will cease to be a reporting company.

Current report

The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on November 4, 2026. Completion of the Go-Private Transaction remains subject to a number of conditions, including (i) the adoption of the Merger Agreement by the requisite vote of our stockholders; (ii) the receipt of other regulatory approvals; (iii) the absence of any order prohibiting the Go-Private Transaction; and (iv) other customary closing conditions. Many of these conditions are outside our control, and we cannot predict whether or when they will be satisfied or waived. Either party may terminate the Merger Agreement if the Go-Private Transaction has not been completed by June 14, 2027 (which date will automatically be extended to September 14, 2027 if all conditions other than those relating to regulatory approvals have been satisfied or waived), and in certain other circumstances.

Current report

If the Go-Private Transaction is not completed within the expected timeframe, or at all, the trading price of our Class A common stock may decline to the extent it reflects an assumption that the Go-Private Transaction will be completed. We may also be subject to additional risks, including (i) the requirement, under certain circumstances, that we pay Square Acquisition a termination fee, (ii) substantial costs related to the Go-Private Transaction, such as financial advisory, legal, accounting and other professional fees, which we have incurred and will continue to incur whether or not the Go-Private Transaction is completed, (iii) difficulties retaining and hiring key personnel, (iv) reputational harm and damage to our relationship with clients, insurance company partners and investors, (v) stockholder litigation, and (vi) disruption to our business and distraction of our management and colleagues from pursuing other opportunities, including partnerships, that could have benefited us.

Current report

Even if the Go-Private Transaction is completed, the merger consideration of $32.50 per share payable to holders of our Class A common stock whose shares are converted into the right to receive cash consideration is fixed and will not be adjusted to reflect changes in our business, financial condition or results of operations. Such holders of our Class A common stock will no longer participate in any future earnings or growth of the Company.

Current report

The pendency of the Go-Private Transaction, and restrictions under the Merger Agreement on the conduct of our business, could adversely affect our business, financial condition and results of operations.

Current report

Uncertainty about the effect of the Go-Private Transaction on our business may affect our relationships with clients, insurance company partners, partners and colleagues while it is pending. Current and prospective clients may delay or defer purchasing or renewal decisions or move their business to competitors, and insurance company partners and other counterparties may seek to change or renegotiate existing arrangements. Current and prospective colleagues, including producers and the leadership of our partners, may be uncertain about their future roles, compensation and incentives, and competitors may seek to recruit them during the pendency of the Go-Private Transaction. Any of these effects could reduce our commissions and fees and organic revenue growth, regardless of whether the Go-Private Transaction is completed.

Current report

In addition, the Merger Agreement generally requires us to conduct our business in the ordinary course until the Go-Private Transaction is completed or the Merger Agreement is terminated, and restricts us from taking certain specified actions without Square Acquisition’s consent, subject to certain exceptions. These restrictions may prevent us from pursuing partnerships, incurring indebtedness, making capital expenditures or pursuing other business opportunities or strategic initiatives that arise during that period, even if we believe they would be advantageous to us.

Current report

The Merger Agreement also restricts our ability, subject to certain exceptions, to solicit or engage in discussions regarding alternative acquisition proposals. It requires us to give Square Acquisition notice and an opportunity to propose revisions to the Merger Agreement before our Board of Directors may change its recommendation in connection with a superior proposal or an intervening event, or terminate the Merger Agreement to accept a superior proposal. These provisions, together with the termination fee described above, could discourage a third party from making a competing proposal, including one that might be more favorable to our stockholders.