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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


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 No o

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

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. 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.

THE BALDWIN INSURANCE GROUP, INC.

INDEX

Page

PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024

Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity for the Three and Nine Months Ended September 30, 2025 and 2024

Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2025 and 2024

Notes to Condensed Consolidated Financial Statements

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

ITEM 4.

Controls and Procedures

PART II. OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 3.

Defaults Upon Senior Securities

ITEM 4.

Mine Safety Disclosures

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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except share and per share data)	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	89,723	$	90,045
Fiduciary cash	236,221		222,724
Assumed premiums, commissions and fees receivable, net	346,466		283,553
Fiduciary receivables	416,083		418,543
Prepaid expenses and other current assets	17,702		11,625
Total current assets	1,106,195		1,026,490
Property and equipment, net	21,193		21,972
Right-of-use assets	64,266		72,367
Other assets	68,945		48,041
Intangible assets, net	1,016,687		953,492
Goodwill	1,516,488		1,412,369
Total assets	$	3,793,774	$	3,534,731
Liabilities, Mezzanine Equity and Stockholders’ Equity
Current liabilities:
Fiduciary liabilities	$	652,304	$	641,267
Commissions payable	68,682		73,126
Accrued expenses and other current liabilities	221,665		160,631
Related party notes payable	—		5,635
Colleague earnout incentives	—		32,826
Current portion of contingent earnout liabilities	17,062		142,949
Total current liabilities	959,713		1,056,434
Revolving line of credit	66,000		—
Long-term debt, less current portion	1,567,563		1,398,054
Contingent earnout liabilities, less current portion	11,330		2,610
Operating lease liabilities, less current portion	60,917		68,775
Other liabilities	61		61
Total liabilities	2,665,584		2,525,934
Commitments and contingencies (Note 16)
Mezzanine equity:
Redeemable noncontrolling interest	510		453
Stockholders’ equity:
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 71,416,940 and 67,979,419 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	714		680
Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 47,168,818 and 49,552,686 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	5		5
Additional paid-in capital	837,293		793,954
Accumulated deficit	(219,375)		(211,423)
Accumulated other comprehensive income	1,050		—
Total stockholders’ equity attributable to Baldwin	619,687		583,216
Noncontrolling interest	507,993		425,128
Total stockholders’ equity	1,127,680		1,008,344
Total liabilities, mezzanine equity and stockholders’ equity	$	3,793,774	$	3,534,731

See accompanying Notes to Condensed Consolidated Financial Statements.

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Balance Sheets (Continued)

(Unaudited)

The following table presents the assets and liabilities of the Company’s consolidated variable interest entities, which are included on the consolidated balance sheets above. The assets in the table below include those assets that can only be used to settle obligations of the consolidated variable interest entities.


(in thousands)	September 30, 2025		December 31, 2024
Assets of Consolidated Variable Interest Entities That Can Only be Used to Settle the Obligations of Consolidated Variable Interest Entities:
Cash and cash equivalents	$	4,317	$	1,032
Assumed premiums, commissions and fees receivable, net	1,611		491
Prepaid expenses and other current assets	76		—
Total current assets	6,004		1,523
Right-of-use assets	29		53
Other assets	5		7
Intangible assets, net	67,972		—
Goodwill	50,834		—
Total assets	$	124,844	$	1,583
Liabilities of Consolidated Variable Interest Entities for Which Creditors Do Not Have Recourse to the Company:
Commissions payable	$	76	$	62
Accrued expenses and other current liabilities	5,271		63
Total current liabilities	5,347		125
Operating lease liabilities, less current portion	—		21
Total liabilities	$	5,347	$	146

See accompanying Notes to Condensed Consolidated Financial Statements.

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except share and per share data)	2025		2024		2025		2024
Revenues:
Commissions and fees	$	362,317	$	335,210	$	1,149,097	$	1,050,409
Investment income	3,072		3,728		8,508		8,736
Total revenues	365,389		338,938		1,157,605		1,059,145

Operating expenses:
Colleague compensation and benefits	193,031		172,645		586,522		549,359
Outside commissions	79,111		74,544		218,520		204,237
Other operating expenses	56,008		48,839		170,146		141,198
Amortization expense	30,394		26,899		82,286		76,334
Change in fair value of contingent consideration	1,980		(952)		8,084		17,276
Depreciation expense	1,649		1,557		4,874		4,619
Total operating expenses	362,173		323,532		1,070,432		993,023

Operating income	3,216		15,406		87,173		66,122

Other income (expense):
Interest expense, net	(31,132)		(31,329)		(92,428)		(94,203)
Gain on divestitures	—		1,809		290		38,953
Loss on extinguishment and modification of debt	(3,290)		(389)		(5,684)		(15,068)
Other income, net	860		28		745		105
Total other expense, net	(33,562)		(29,881)		(97,077)		(70,213)

Loss before income taxes and share of net earnings of equity method investee	(30,346)		(14,475)		(9,904)		(4,091)
Share of net earnings of equity method investee	109		—		109		—
Loss before income taxes	(30,237)		(14,475)		(9,795)		(4,091)
Income tax expense	—		—		685		2,151
Net loss	(30,237)		(14,475)		(10,480)		(6,242)
Less: net loss attributable to noncontrolling interests	(11,510)		(6,098)		(2,528)		(1,886)
Net loss attributable to Baldwin	$	(18,727)	$	(8,377)	$	(7,952)	$	(4,356)

Net loss	$	(30,237)	$	(14,475)	$	(10,480)	$	(6,242)
Other comprehensive income	1,050		—		1,050		—
Comprehensive loss	(29,187)		(14,475)		(9,430)		(6,242)
Less: Comprehensive loss attributable to noncontrolling interests	(11,510)		(6,098)		(2,528)		(1,886)
Comprehensive loss attributable to Baldwin	$	(17,677)	$	(8,377)	$	(6,902)	$	(4,356)

Basic and diluted loss per share	$	(0.27)	$	(0.13)	$	(0.12)	$	(0.07)

Weighted-average shares of Class A common stock outstanding - basic and diluted	68,604,951		64,011,515		67,571,899		63,001,125

See accompanying Notes to Condensed Consolidated Financial Statements.

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity

(Unaudited)


For the Three Months Ended September 30, 2025
	Stockholders’ Equity																Mezzanine Equity
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumu- lated Other Compre- hensive Income		Non-controlling Interest		Total		Redeemable Non-controlling Interest
(in thousands, except share data)	Shares	Amount		Shares	Amount
Balance at June 30, 2025	71,278,683	$	713	47,358,729	$	5	$	830,735	$	(200,648)	$	—	$	419,119	$	1,049,924	$	445
Net income (loss)	—	—		—	—		—		(18,727)		—		(11,575)		(30,302)		65
Noncontrolling interest acquired in business combinations	—	—		—	—		—		—		—		97,920		97,920		—
Share-based compensation, net of forfeitures	(51,654)	(1)		—	—		5,468		—		—		3,621		9,088		—
Redemption of Class B common stock	189,911	2		(189,911)	—		1,090		—		—		(1,092)		—		—
Other comprehensive income	—	—		—	—		—		—		1,050		—		1,050		—
Balance at September 30, 2025	71,416,940	$	714	47,168,818	$	5	$	837,293	$	(219,375)	$	1,050	$	507,993	$	1,127,680	$	510


For the Nine Months Ended September 30, 2025
	Stockholders’ Equity																Mezzanine Equity
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumu- llated Other Compre- hensive Income		Non-controlling Interest		Total		Redeemable Non-controlling Interest
(in thousands, except share data)	Shares	Amount		Shares	Amount
Balance at December 31, 2024	67,979,419	$	680	49,552,686	$	5	$	793,954	$	(211,423)	$	—	$	425,128	$	1,008,344	$	453
Net income (loss)	—	—		—	—		—		(7,952)		—		(2,750)		(10,702)		222
Equity issued in business combinations	23,202	—		—	—		515		—		—		348		863		—
Noncontrolling interest acquired in business combinations	—	—		—	—		—		—		—		97,920		97,920		—
Share-based compensation, net of forfeitures	1,030,451	10		—	—		18,189		—		—		12,351		30,550		—
Redemption of Class B common stock	2,383,868	24		(2,383,868)	—		24,635		—		—		(24,659)		—		—
Distributions to variable interest entities	—	—		—	—		—		—		—		(345)		(345)		(165)
Other comprehensive income	—	—		—	—		—		—		1,050		—		1,050		—
Balance at September 30, 2025	71,416,940	$	714	47,168,818	$	5	$	837,293	$	(219,375)	$	1,050	$	507,993	$	1,127,680	$	510

See accompanying Notes to Condensed Consolidated Financial Statements.

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity (Continued)

(Unaudited)


For the Three Months Ended September 30, 2024
	Stockholders’ Equity														Mezzanine Equity
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Non-controlling Interest		Total		Redeemable Non-controlling Interest
(in thousands, except share data)	Shares	Amount		Shares	Amount
Balance at June 30, 2024	66,544,590	$	665	50,943,644	$	5	$	773,109	$	(182,884)	$	452,364	$	1,043,259	$	286
Net income (loss)	—	—		—	—		—		(8,377)		(6,187)		(14,564)		89
Share-based compensation, net of forfeitures	61,676	1		—	—		4,323		—		3,215		7,539		—
Redemption of Class B common stock	930,081	9		(930,081)	—		8,499		—		(8,508)		—		—
Balance at September 30, 2024	67,536,347	$	675	50,013,563	$	5	$	785,931	$	(191,261)	$	440,884	$	1,036,234	$	375


For the Nine Months Ended September 30, 2024
	Stockholders’ Equity														Mezzanine Equity
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Non-controlling Interest		Total		Redeemable Non-controlling Interest
(in thousands, except share data)	Shares	Amount		Shares	Amount
Balance at December 31, 2023	64,133,950	$	641	52,422,494	$	5	$	746,671	$	(186,905)	$	458,076	$	1,018,488	$	394
Net income (loss)	—	—		—	—		—		(4,356)		(2,131)		(6,487)		245
Share-based compensation, net of forfeitures	993,466	10		—	—		19,878		—		15,421		35,309		—
Redemption of Class B common stock	2,408,931	24		(2,408,931)	—		19,382		—		(19,406)		—		—
Tax distributions to Baldwin Holdings LLC members	—	—		—	—		—		—		(11,076)		(11,076)		—
Distributions to variable interest entities	—	—		—	—		—		—		—		—		(264)
Balance at September 30, 2024	67,536,347	$	675	50,013,563	$	5	$	785,931	$	(191,261)	$	440,884	$	1,036,234	$	375

See accompanying Notes to Condensed Consolidated Financial Statements.

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	For the Nine Months Ended September 30,
(in thousands)	2025		2024
Cash flows from operating activities:
Net loss	$	(10,480)	$	(6,242)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	87,160		80,953
Change in fair value of contingent consideration	8,084		17,276
Share-based compensation expense	51,772		46,764
Payment of contingent earnout consideration in excess of purchase price accrual	(85,090)		(21,145)
Gain on divestitures	(290)		(38,953)
Amortization of deferred financing costs	4,266		4,419
Loss on extinguishment of debt	26		1,034
Other operating activity	(831)		590
Changes in operating assets and liabilities:
Assumed premiums, commissions and fees receivable, net	(49,392)		(29,792)
Prepaid expenses and other current assets	(7,555)		(7,980)
Right-of-use assets	12,047		12,562
Accounts payable, accrued expenses and other current liabilities	(4,898)		5,895
Colleague earnout incentives	(32,813)		(439)
Operating lease liabilities	(11,693)		(11,188)
Net cash provided by (used in) operating activities	(39,687)		53,754
Cash flows from investing activities:
Capital expenditures	(29,174)		(28,897)
Cash consideration paid for business combinations, net of cash received	(85,511)		—
Proceeds from divestitures, net of cash transferred	1,901		56,977
Investments in and loans for business ventures	(16,333)		(3,703)
Cash consideration paid for asset acquisitions	(460)		(268)
Proceeds from repayment of related party loans	—		1,500
Net cash provided by (used in) investing activities	(129,577)		25,609
Cash flows from financing activities:
Change in fiduciary receivables and liabilities, net	13,497		31,954
Payment of contingent earnout consideration up to amount of purchase price accrual	(64,256)		(64,698)
Proceeds from revolving line of credit	214,000		95,000
Payments on revolving line of credit	(148,000)		(436,000)
Proceeds from refinancing of long-term debt	1,941,921		1,440,000
Payments relating to extinguishment and modification of long-term debt	(1,766,921)		(996,177)
Payments on long-term debt	(7,194)		(4,661)
Payments of deferred financing costs	(92)		(17,988)
Tax distributions to Baldwin Holdings LLC members	—		(11,076)
Other financing activity	(516)		2,036
Net cash provided by financing activities	182,439		38,390
Net increase in cash and cash equivalents and fiduciary cash	13,175		117,753
Cash and cash equivalents and fiduciary cash at beginning of period	312,769		226,963
Cash and cash equivalents and fiduciary cash at end of period	$	325,944	$	344,716

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)


	For the Nine Months Ended September 30,
(in thousands)	2025		2024
Supplemental schedule of cash flow information:
Cash paid during the period for interest	$	76,612	$	73,417
Cash paid during the period for income taxes	1,525		2,717
Disclosure of non-cash investing and financing activities:
Noncontrolling interest acquired in business combinations	$	97,920	$	—
Deferred payment obligations recognized in business combinations	32,346		—
Contingent earnout liabilities recognized in business combinations	18,447		—
Right-of-use assets obtained in exchange for operating lease liabilities	2,254		2,111
Capital expenditures incurred but not yet paid	2,213		1,821
Right-of-use assets increased (decreased) through lease modifications and reassessments	2,100		(99)
Equity issued in business combinations	863		—
Conversion of contingent earnout liability to related party notes payable	—		5,636

See accompanying Notes to Condensed Consolidated Financial Statements.

THE BALDWIN INSURANCE GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Business and Basis of Presentation

The Baldwin Insurance Group, Inc. was incorporated in the state of Delaware on July 1, 2019 as BRP Group, Inc. and, on May 2, 2024, was renamed The Baldwin Insurance Group, Inc.

The Baldwin Insurance Group, Inc. is a holding company and sole managing member of The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC) (“Baldwin Holdings”) and its sole material asset is its ownership interest in Baldwin Holdings, through which all of its business has been and is conducted. In these condensed consolidated financial statements, unless the context otherwise requires, the words “Baldwin,” and the “Company” refer to The Baldwin Insurance Group, Inc., together with its consolidated subsidiaries, including Baldwin Holdings and its consolidated subsidiaries and affiliates.

Baldwin is a diversified insurance agency and services organization that markets and sells insurance products and services to its clients throughout the U.S. A significant portion of the Company’s business is concentrated in the Southeastern U.S., with several other regional concentrations. Baldwin and its subsidiaries operate through three reportable segments (“operating groups”), Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions and Mainstreet Insurance Solutions, which are discussed in more detail in Note 17.

Principles of Consolidation

The consolidated financial statements include the accounts of Baldwin and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

As the sole manager of Baldwin Holdings, Baldwin operates and controls all the business and affairs of Baldwin Holdings, and has the sole voting interest in, and controls the management of, Baldwin Holdings. Accordingly, Baldwin consolidates Baldwin Holdings in its consolidated financial statements, resulting in a noncontrolling interest related to the membership interests of Baldwin Holdings (the “LLC Units”) held by Baldwin Holdings’ members in the Company’s consolidated financial statements.

The Company has prepared these condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“Topic 810”). Topic 810 requires that if an enterprise is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity should be included in the consolidated financial statements of the enterprise. The Company has recognized certain entities as variable interest entities, of which the Company is the primary beneficiary, and has included the accounts of these entities in the consolidated financial statements. Refer to Note 4 for additional information regarding the Company’s variable interest entities.

Topic 810 also requires that the equity of a noncontrolling interest shall be reported on the condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests.

Unaudited Interim Financial Reporting

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and related notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered necessary for fair presentation of the financial statements have been included. The accompanying consolidated balance sheet for the year ended December 31, 2024 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2025.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying condensed consolidated financial statements include the application of guidance for revenue recognition; the impairment of intangible assets and goodwill; the valuation of acquired relationships and contingent consideration; and the valuation allowance for deferred tax assets.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses (“ASU 2024-03”) to improve the disclosures about a public business entity’s expenses and supply more detailed information about the types of expenses in commonly presented expense captions. These expenses include purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions such as cost of sales, selling, general and administrative expense, and research and development expense. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company expects the adoption of this standard to expand its expense disclosures, but otherwise have no impact on the interim or annual consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 amends the guidance for identifying the accounting acquirer in a business combination effected primarily by exchanging equity interests when the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. Under the new guidance, entities must consider the factors in ASC 805-10-55-12 through 55-15—such as relative voting rights, composition of the governing body and management, and size of the combining entities—regardless of whether the legal acquiree is a VIE. This change is intended to improve consistency and comparability in financial reporting for economically similar transactions. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. The Company will apply the amendments prospectively to business combinations occurring after the initial application. The Company expects the adoption of this standard to change how it evaluates the accounting acquirer in future business combinations involving a VIE, but otherwise have no impact on the consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 updates the accounting framework for internal-use software development costs to better reflect modern development practices, including agile methodologies. Key changes include replacing the traditional project stage model with a capitalization threshold based on management’s authorization and commitment to fund the project, along with a requirement that completion of the project be probable. ASU 2025-06 also supersedes guidance on website development costs. This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. The Company is currently evaluating the impact this standard will have on the interim or annual consolidated financial statements.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”) to enhance the transparency and usefulness of income tax disclosures. ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table using both percentages and reporting currency amounts. ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of ASU 2023-09 became effective for the Company January 1, 2025, at which time it was adopted. However, the Company is not required to provide income tax disclosures on a quarterly basis; therefore, the new disclosures will be included in its Annual Report on Form 10-K for the year ending December 31, 2025 as required.

Changes in Presentation

Certain prior year amounts have been reclassified to conform to current year presentation, including the addition of a new operating expense classification, outside commissions, to provide more detailed information about the Company’s expenses. With the exception of the change in presentation for fiduciary assets and liabilities as discussed below, these reclassifications had no impact on the Company’s previously reported consolidated financial position, results of operations or cash flows.

Change in Presentation for Fiduciary Assets and Liabilities

Beginning January 1, 2025, the Company is presenting assets and liabilities that arise from activities in which the Company engages as an intermediary, where we collect premiums from insureds to remit to insurance companies, as fiduciary assets and fiduciary liabilities on the condensed consolidated balance sheets. Premiums receivable are no longer presented in the same caption with uncollected commissions and fees, but rather represented in a separate caption as fiduciary receivables. Premiums payable to insurance companies are now presented as fiduciary liabilities. In addition, restricted cash is now reflected as fiduciary cash along with non-restricted fiduciary cash balances previously reported within cash and cash equivalents. Fiduciary cash represents funds in the Company’s possession that have been collected from customers to be remitted to insurance companies.

The net change in fiduciary cash is represented by the net change in fiduciary receivables and liabilities and is presented as cash flows from financing activities in the condensed consolidated statements of cash flows. Previously, the net change in cash balances held to remit to insurance carriers was presented as cash flows from operating activities. All prior period amounts and related disclosures included in these financial statements have been recast to conform to the current basis of presentation.

The table below presents the changes in the relevant balance sheet captions at December 31, 2024 from amounts as previously reported to the revised presentation.


	At December 31, 2024
(in thousands)	As Previously Reported		Change in Presentation		As Revised
Cash and cash equivalents	$	148,120	$	(58,075)	$	90,045
Restricted cash	164,649		(164,649)		—
Fiduciary cash	—		222,724		222,724
Total	$	312,769	$	—	$	312,769

Premiums, commissions and fees receivables, net	$	702,096	$	(702,096)	$	—
Assumed premiums, commissions and fees receivable, net	—		283,553		283,553
Fiduciary receivables	—		418,543		418,543
Total	$	702,096	$	—	$	702,096

Premiums payable to insurance companies	$	641,267	$	(641,267)	$	—
Fiduciary liabilities	—		641,267		641,267
Total	$	641,267	$	—	$	641,267

The table below presents the changes in the relevant statement of cash flow captions for the nine months ended September 30, 2024 from amounts as previously reported to the revised presentation.


	For the Nine Months Ended September 30, 2024
(in thousands)	As Previously Reported		Change in Presentation		As Revised
Cash flows from operating activities:
Changes in operating assets and liabilities:
Premiums, commissions and fees receivable, net	$	(27,777)	$	27,777	$	—
Assumed premiums, commissions and fees receivable, net	—		(29,792)		(29,792)
Accounts payable, accrued expenses and other current liabilities	35,395		(29,500)		5,895
Colleague earnout incentives(1)	—		(439)		(439)

Cash flows from financing activities:
Change in fiduciary assets and liabilities, net	—		31,954		31,954
Total represented changes in cash flows	$	7,618	$	—	$	7,618

__________

(1) Beginning December 31, 2024, colleague earnout incentives were presented separately on the face of the consolidated balance sheets unrelated to the change in presentation for fiduciary assets and liabilities. Changes in colleague earnout incentives are included in this table only to present the effect of this reclassification on the changes in accounts payable, accrued expenses and other current liabilities.

2. Significant Accounting Policies

Revenue Recognition

The Company generally recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”).

The Company earns commission revenue by providing insurance placement services to insureds or insurance companies (“clients”) under direct bill and agency bill arrangements with insurance company partners or reinsurance company partners for private risk management, commercial risk management, employee benefits and Medicare insurance types. Commission revenues are usually a percentage of the premium paid by clients and generally depend upon the type of insurance, the insurance company partner or reinsurance company partner, and the nature of the services provided. In some cases, the Company shares commissions with other agents or brokers who have acted jointly with the Company in a transaction. The Company controls the fulfillment of the performance obligation and its relationship with its insurance company partners, reinsurance company partners, and the outside agents. Commissions shared with downstream agents or brokers are recorded in outside commissions in the condensed consolidated statements of comprehensive loss.

Commission revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data.

Commissions for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. However, regardless of the payment terms, commissions are recognized at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound.

The Company earns service fee revenue for providing insurance placement services to clients for a negotiated fee, and consulting revenue is earned by providing specialty insurance consulting and other advisory services. Service fee and consulting revenues from certain agreements are recognized over time depending on when the services within the contract are satisfied and when the Company has transferred control of the related services to the customer.

Profit-sharing commissions represent bonus-type revenue that is earned by the Company as a sales incentive provided by certain insurance company partners and reinsurance company partners. The Company receives profit-sharing commissions based primarily on underwriting results, but may also contain considerations for volume, growth, loss performance or retention. Profit-sharing commissions associated with relatively predictable measures are estimated and recognized over time. The profit-sharing commissions are recorded as the underlying policies that contribute to the achievement of the metric are placed with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available. Profit-sharing commissions associated with loss performance are uncertain, and therefore, are subject to significant reversal as loss data remains subject to material change. Management estimates profit-sharing commissions using historical outcomes and known trends impacting premium volume or loss ratios, subject to a constraint. The constraint is relieved when management estimates the revenue is not subject to significant reversal, which often coincides with the earlier of written notice from the insurance company partner that the target has been achieved, or cash collection. Year-end and quarter-end amounts incorporate estimates subject to a constraint or where applicable, are based on confirmation from insurance company partners after calculation of premium volume or loss ratios that are impacted by catastrophic losses.

The Company earns policy fee revenue for acting in its capacity as a managing general agent (“MGA”) on behalf of the insurance company partner and fulfilling certain services, including delivery of policy documents, processing payments and other administrative functions during the term of the insurance policy. Policy fee revenue is deferred and recognized over the life of the policy. These deferred amounts are recognized as contract liabilities, which are included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. The Company earns installment fee revenue for payment processing services performed on behalf of the insurance company partner related to policy premiums paid on an installment basis. The Company recognizes installment fee revenue in the period the services are performed.

The Company pays an incremental amount of compensation in the form of producer commissions on new business. These incremental costs are capitalized as deferred commission expense and amortized over five years, which represents management’s estimate of the average benefit period for new business. The Company has concluded that this period is consistent with the transfer to the client of the services to which the asset relates.

Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred.

The Company recognizes revenue for the Captive business (as defined further below) in accordance with ASC Topic 944, Insurance, in the form of assumed premium earned. Assumed premium earned is recognized ratably over the associated policy periods.

The Company also earns investment income, which primarily consists of interest earnings on available cash invested in treasury money market funds. The Company recognizes investment income in the period the revenue is earned.

Captive Insurance Operations

The Company’s Underwriting, Capacity & Technology Solutions operating group includes TBG Assurance Company, LLC, a wholly-owned protected cell captive insurance company (“PCC”) domiciled in Tennessee, which was established to allow Baldwin to further participate in the underwriting results of a small portion of its MGA programs. The PCC allows for the creation of multiple independent cells (series) within a single legal entity, TBG Assurance Company, LLC (the “Core”).

Effective January 1, 2025, the initial series, MSI Multifamily Series Protected Cell (the “MSI Cell,” and collectively with the Core, the “Captive”), was licensed and participates as a quota share reinsurer on two of MSI’s multifamily programs, renters and master tenant legal liability, for the purpose of further participating in the programs’ underwriting results. The reinsurance quota share contracts feature an adjustment to assumed premium based on the loss ratio performance of the business ceded.

Assumed premiums are recognized as income over the coverage period of the related policies. Unearned premiums represent the portion of premiums written that relate to the unexpired terms of the policies in force and are determined on a pro rata basis. Assumed premium earned is recorded to commissions and fees in the condensed consolidated statements of comprehensive loss. Assumed premiums receivable are included as a component of assumed premiums, commissions and fees receivable, net on the condensed consolidated balance sheets. Unearned premiums are included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheets.

The Company establishes its assumed insurance loss reserves for the estimated total unpaid costs of losses, including the loss adjustment expense (“LAE”). Loss and LAE reserves reflect management’s best estimate of the total cost of (i) claims that have been incurred, but not yet paid in full, and (ii) claims that have been incurred but not yet reported to the Company. Reserves established by management represent an estimate of the outcome of future events and, as such, cannot be considered an exact calculation of the Company’s liability. Rather, loss and LAE reserves represent management’s best estimate of the Company’s liability based on the application of actuarial techniques and other projection methodologies and taking into consideration other facts and circumstances known at the balance sheet date.

The Company engages the services of an outside actuarial consulting firm (the “Actuary”) to assist on an annual basis to render an opinion on the sufficiency of the Company’s estimates for unpaid losses and related LAE reserves. The Actuary utilizes both industry experience and the Company’s own experience to develop estimates of those amounts as of year-end. These estimated liabilities are subject to the impact of future changes in claim severity, frequency and other factors. Despite the variability inherent in such estimates, management believes that the liabilities for unpaid losses and related LAE reserves are adequate. Unpaid losses and LAE reserves are included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheets.

Cash and Cash Equivalents and Fiduciary Cash

The Company considers all highly liquid short-term instruments with original maturities of three months or less to be cash equivalents. These instruments held by the Company included money market funds at September 30, 2025 and December 31, 2024, which are included as a component of cash and cash equivalents and fiduciary cash on the condensed consolidated balance sheets. Money market funds are carried at cost, which approximates fair value, and are considered Level 1 measurements within the fair value hierarchy. As of September 30, 2025 and December 31, 2024, the Company's money market funds totaled $213.0 million and $237.5 million, respectively.

3. Business Combinations

The Company completed two business combinations for an aggregate purchase price of $129.1 million during the nine months ended September 30, 2025. In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired, including liabilities assumed, with the excess being recorded as goodwill. For financial statement purposes, goodwill is not amortized but rather is evaluated for impairment at least annually or more frequently if an event or change in circumstances occurs that indicates goodwill may be impaired. For tax purposes, goodwill is generally deductible and will be amortized over a period of 15 years.

The Company completed the following business combinations during the nine months ended September 30, 2025:

•The Company acquired certain assets and equity interests of entities used in the operation of Bermuda-based reinsurance underwriting platform MultiStrat Group (“MultiStrat”), an Underwriting, Capacity & Technology Solutions partner effective April 1, 2025, to add an important capability to source alternative reinsurance capital for Baldwin’s cedant clients and MSI, without taking balance sheet risk.

•The Company acquired from Hippo Holdings, Inc. (“Hippo”) and its affiliates all the outstanding equity interests of the various entities comprising Hippo’s homebuilder distribution network (“Hippo’s Homebuilder Distribution Network”), a Mainstreet Insurance Solutions partner effective July 1, 2025. This partnership enhances Baldwin’s ability to deliver property and casualty insurance solutions to homebuilder clients through expanded distribution capabilities. Refer to Note 4 for information regarding the Company’s assumption of membership interests of a joint venture acquired as part of this partnership.

The recorded purchase price for business combinations may include an estimation of the fair value of contingent earnout obligations associated with contractual earnout provisions providing for post-closing contingent consideration payments, which are based on revenue, revenue growth and net income (loss) before interest, taxes, depreciation, amortization, and one-time transactional-related expenses or non-recurring items (“adjusted EBITDA”) growth. The contingent earnout consideration amounts identified in the table below are measured at fair value within Level 3 of the fair value hierarchy as discussed further in Note 15. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the condensed consolidated statements of comprehensive loss when incurred.

The recorded purchase price for the MultiStrat partnership also include an estimation of the fair value of equity interests, which is calculated based on the value of the Company’s Class A common stock on the closing date taking into account a discount for lack of marketability.

In addition, the recorded purchase price allocation for Hippo’s Homebuilder Distribution Network includes an estimation of the fair value of the pre-existing noncontrolling interest acquired in Lennar Insurance Agency. The fair value of the noncontrolling interest acquired in Lennar Insurance Agency was estimated using a discounted cash flow model under the income approach. The valuation relied on management-prepared financial projections and a discount rate consistent with market participant assumptions and the broader valuation of Hippo’s Homebuilder Distribution Network.

The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive loss since the acquisition date. The Company recognized total revenues and net income from its business combinations of $12.2 million and $2.7 million, respectively, for the three months ended September 30, 2025, and $14.2 million and $2.7 million, respectively, for the nine months ended September 30, 2025.

Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Specifically, the Company's valuations of the fair value of contingent earnout consideration and intangible assets are estimates based on assumptions of factors such as discount rates and growth rates. Accordingly, these assets and liabilities are subject to measurement period adjustments as determined after the passage of time. Any measurement period adjustments related to prior period business combinations are reflected as current period adjustments in accordance with Topic 805.

The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the nine months ended September 30, 2025.


(in thousands)	MultiStrat		Hippo’s Homebuilder Distribution Network		Totals
Cash consideration paid	$	12,054	$	75,345	$	87,399
Fair value of contingent earnout consideration	8,470		—		8,470
Fair value of equity interest	863		—		863
Deferred payment	2,901		29,445		32,346
Total consideration	$	24,288	$	104,790	$	129,078
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	355	$	1,533	1,888
Assumed premiums, commissions and fees receivable	12,190		1,331		13,521
Other assets	1,687		999		2,686
Intangible assets	7,167		111,190		118,357
Accrued expenses and other current liabilities	(2,744)		(852)		(3,596)
Contingent earnout liability assumed	—		(9,977)		(9,977)
Total identifiable net assets acquired	18,655		104,224		122,879
Noncontrolling interest in partnership	—		(97,920)		(97,920)
Goodwill	5,633		98,486		104,119
	$	24,288	$	104,790	$	129,078

Maximum potential contingent earnout consideration	$	16,500	(1)		(1)

__________

(1) Hippo’s Homebuilder Distribution Network has an uncapped earnout related to a previous business acquisition based on legacy account revenue.

The factors contributing to the recognition of goodwill are based on expanded product offerings, expanded distribution capabilities and vertical integration within the reinsurance and insurance brokerage industry.

The intangible assets acquired in connection with the partnerships have the following values and estimated weighted-average lives:


(in thousands, except weighted-average lives)	Amount		Weighted-Average Life
Acquired relationships	$	117,070	10.0 years
Trade names	550		5.0 years
Software(1)	737

__________

(1) Software acquired in the MultiStrat partnership consists of internally-developed software, which will not be placed in service or amortized until it reaches technological feasibility.

Future annual estimated amortization expense for the next five years is as follows for intangible assets acquired in connection with the partnerships:


(in thousands)	Amount
For the remainder of 2025	$	3,444
2026	13,811
2027	13,861
2028	13,621
2029	13,164
2030	12,527

The following pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if Hippo’s Homebuilder Distribution Network occurred on January 1, 2024. This pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Pro forma results:
Revenues	$	365,389	$	346,392	$	1,172,119	$	1,080,439
Net loss	(30,237)		(13,732)		(9,767)		(5,612)

4. Variable Interest Entities

Topic 810 requires a reporting entity to consolidate a variable interest entity (“VIE”) when the reporting entity has a variable interest or combination of variable interests that provide the entity with a controlling financial interest in the VIE. The Company continually assesses whether it has a controlling financial interest in each of its VIEs to determine if it is the primary beneficiary of the VIE and should, therefore, consolidate each of the VIEs. A reporting entity is considered to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb the losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

As part of Hippo’s Homebuilder Distribution Network partnership discussed further in Note 3, the Company acquired Hippo’s 100% Class A membership interest (representing a 20% total interest) in Lennar Insurance Agency (“LIA”), a joint venture formed between Hippo and Lennar Title Group, LLC (“Lennar”), which holds 100% of the Class B membership interest (representing an 80% total interest). The joint venture was established to provide property and casualty insurance placement services to Lennar’s homebuyers. The Company determined that LIA is a VIE under Topic 810 and that the Company is the primary beneficiary. As a result, LIA has been consolidated effective July 1, 2025, and its assets, liabilities, and results of operations are included in the Company’s consolidated financial statements as of that date. The assets and liabilities of LIA and the noncontrolling interest in LIA issued to Lennar are included as a component of the purchase price allocation for Hippo’s Homebuilder Distribution Network in Note 3.

In addition to LIA, the Company has determined that it is the primary beneficiary of its other VIEs, which include Laureate Insurance Partners, LLC, BKS Smith, LLC, BKS MS, LLC and BKS Partners Galati Marine Solutions, LLC. The Company has consolidated its VIEs into the accompanying condensed consolidated financial statements.

Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive loss were as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Consolidated VIEs:
Revenues	$	5,167	$	593	$	6,545	$	1,798
Expenses	3,989		239		4,527		801

The assets of the consolidated VIEs can only be used to settle the obligations of the consolidated VIEs and the creditors of the liabilities of the consolidated VIEs do not have recourse to the Company.

5. Revenue

The following table provides disaggregated revenues by major source:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Commission revenue(1)(2)	$	277,439	$	270,271	$	915,544	$	873,051
Profit-sharing revenue(3)	28,719		26,785		73,019		69,757
Consulting and service fee revenue(4)	26,919		19,257		74,450		58,011
Policy fee and installment fee revenue(5)	20,599		16,002		58,263		43,252
Assumed premium earned(6)	5,863		—		15,668		—
Other income(7)	2,778		2,895		12,153		6,338
Investment income(8)	3,072		3,728		8,508		8,736
Total revenues	$	365,389	$	338,938	$	1,157,605	$	1,059,145

__________

(1) Commission revenue is earned by providing insurance placement services to clients under direct bill and agency bill arrangements with insurance company partners and reinsurance company partners for private risk management, commercial risk management, wealth management, employee benefits and Medicare insurance types.

(2) For the three months ended September 30, 2025 and 2024, commission revenue included direct bill revenue of $144.1 million and $141.6 million, respectively, and agency bill revenue of $133.4 million and $128.7 million, respectively. For the nine months ended September 30, 2025 and 2024, commission revenue included direct bill revenue of $487.2 million and $476.9 million, respectively, and agency bill revenue of $428.4 million and $396.1 million, respectively.

(3) Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain insurance company partners.

(4) Service fee revenue is earned for providing insurance placement services to clients for a negotiated fee and consulting revenue is earned by providing specialty insurance consulting and other advisory services.

(5) Policy fee revenue represents revenue earned for acting in the capacity of an MGA and fulfilling certain administrative functions on behalf of insurance or reinsurance company partners, including delivery of policy documents, processing payments and other administrative functions. Installment fee revenue represents revenue earned by the Company for providing payment processing services on behalf of insurance company partners related to policy premiums paid on an installment basis.

(6) Assumed premium earned relates to the premiums earned in the Captive. Refer to Note 18 for additional information.

(7) Other income includes other ancillary income, premium financing income, and marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted Medicare marketing campaigns.

(8) Investment income represents interest earnings on available cash invested in treasury money market funds.

The application of Topic 606 requires the use of management judgment. The following are the areas of most significant judgment as it relates to Topic 606:

•The Company considers the policyholders as representative of its customers in the majority of contractual relationships, with the exception of Medicare contracts in its Mainstreet Insurance Solutions operating group, where the insurance company partner is considered its customer.

•Medicare contracts in the Mainstreet Insurance Solutions operating group are multi-year arrangements in which the Company is entitled to renewal commissions. However, the Company has applied a constraint to renewal commissions that limits revenue recognized when a risk of significant reversals exists based on: (i) historical renewal patterns; and (ii) the influence of external factors outside of the Company’s control, including policyholder discretion over plans and insurance company partner relationship, political influence, and a contractual provision, which limits the Company’s right to receive renewal commissions to ongoing compliance and regulatory approval of the relevant insurance company partner and compliance with the Centers for Medicare and Medicaid Services.

•The Company recognizes separately contracted commission revenue at the effective date of insurance placement and considers any ongoing interaction with the customer to be insignificant in the context of the obligations of the contract.

•Variable consideration includes estimates of direct bill commissions, reserves for policy cancellations and accruals for profit-sharing income.

•Costs to obtain a contract are deferred and recognized over five years, which represents management’s estimate of the average benefit period for new business.

•Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred.

6. Contract Assets and Liabilities

Contract assets arise when the Company recognizes revenue for amounts that have not yet been billed. Contract liabilities relate to payments received in advance of performance under the contract before the transfer of a good or service to the customer. Contract assets are included in assumed premiums, commissions and fees receivable, net and contract liabilities are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers were as follows:


(in thousands)	September 30, 2025		December 31, 2024
Contract assets	$	294,720	$	249,579
Contract liabilities	38,516		40,780

During the nine months ended September 30, 2025, the Company recognized revenue of $38.1 million related to the contract liabilities balance at December 31, 2024.

7. Deferred Commission Expense

The Company pays an incremental amount of compensation in the form of producer commissions on new business. In accordance with ASC Topic 340, Other Assets and Deferred Costs, these incremental costs are deferred and amortized over five years, which represents management’s estimate of the average benefit period for new business. Deferred commission expense represents producer commissions that are capitalized and not yet expensed and are included in other assets on the condensed consolidated balance sheets. The table below provides a rollforward of deferred commission expense:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Balance at beginning of period	$	37,479	$	29,434	$	33,844	$	26,205
Costs capitalized	3,965		5,930		13,554		13,547
Amortization	(3,299)		(2,638)		(9,253)		(7,026)
Balance at end of period	$	38,145	$	32,726	$	38,145	$	32,726

8. Goodwill

The changes in carrying value of goodwill by operating group for the periods are as follows:


(in thousands)	Insurance Advisory Solutions		Underwriting, Capacity & Technology Solutions		Mainstreet Insurance Solutions		Total
Balance at December 31, 2024	$	932,487	$	235,589	$	244,293	$	1,412,369
Goodwill of acquired businesses	—		5,633		98,486		104,119
Balance at September 30, 2025	$	932,487	$	241,222	$	342,779	$	1,516,488

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


(in thousands)	September 30, 2025		December 31, 2024
Accrued compensation and benefits	$	68,007	$	67,036
Accrued expenses	29,471		12,351
Deferred payment	29,336		123
Contract liabilities	38,516		40,780
Accrued interest	19,471		6,194
Current portion of operating lease liabilities	17,597		17,078
Current portion of long-term debt	10,061		8,400
Other	9,206		8,669
Accrued expenses and other current liabilities	$	221,665	$	160,631

10. Long-Term Debt

As of December 31, 2024, the Amended and Restated Credit Agreement provided for senior secured credit facilities in an aggregate principal amount of $1.44 billion, which consisted of (i) a term loan facility in the principal amount of $840 million, bearing interest at a rate of term SOFR, plus an applicable margin of 325 bps, with a margin step-down to 300 bps at a first lien net leverage ratio of 4.00x or below, maturing May 24, 2031 (the “2024 Term Loan Facility” and the loans thereunder, the “2024 Term Loans”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $600 million, bearing interest at SOFR plus 210 bps to SOFR plus 310 bps based on total net leverage ratio maturing May 24, 2029 (the “Revolving Facility” and, together with the 2024 Term Loan Facility, the “2024 Credit Facility”). As of December 31, 2024, Baldwin Holdings also had 7.125% Senior Secured Notes with an aggregate principal amount of $600 million due May 15, 2031.

On January 10, 2025, the 2024 Credit Agreement, the definitive agreement for the 2024 Credit Facility, was amended to, among other things, provide for $100.0 million of incremental term B loans (the loans thereunder, the “Existing 2025 Term Loans”), increasing the aggregate principal amount of Baldwin Holdings’ existing $835.8 million senior secured first lien term loan facility to $935.8 million (the “January 2025 Refinancing”). The proceeds of the 2025 Existing Term Loans were used to repay in full all of the 2024 Term Loans outstanding under the 2024 Credit Agreement.

Under the January 2025 Refinancing, the Existing 2025 Term Loans bore interest at term SOFR, plus an applicable margin of 300 bps, with a margin step-down to 275 bps at a first lien net leverage ratio of 4.00x or below. The Existing 2025 Term Loans were otherwise subject to the same terms to which the 2024 Term Loans were subject under the 2024 Credit Agreement.

On September 18, 2025, the 2024 Credit Agreement was amended to, among other things, (i) reprice the Existing 2025 Term Loans; (ii) provide for $75.0 million of incremental term B loans (the “New Term Loans” and together with the Existing 2025 Term Loans, the “Term Loans”), increasing the aggregate principal amount of the Term Loans from $931.1 million to $1.006 billion; and (iii) reduce the applicable margin for the Revolving Facility (together, the “September 2025 Refinancing” and, together with the January 2025 Refinancing, the “2025 Refinancings”). The proceeds of the New Term Loans were used to pay down outstanding borrowings under the Revolving Facility.

Under the September 2025 Refinancing, the Term Loans bear interest at term SOFR, plus an applicable margin of 250 bps. The New Term Loans are otherwise subject to the same terms to which the Existing 2025 Term Loans were subject under the Credit Agreement. The interest rate for the 2024 Revolving Facility is term SOFR, plus a credit spread adjustment of 10 bps, plus an applicable margin of 175 bps to 250 bps based on a total first lien net leverage ratio.

As of September 30, 2025 and December 31, 2024, the Company’s outstanding borrowings under the 2025 Term Loans and 2024 Term Loans of $1.004 billion and $835.8 million, respectively, had an applicable interest rate of 6.64% and 7.61%, respectively. Outstanding borrowings under the Revolving Facility of $66.0 million at September 30, 2025 had an applicable interest rate of 6.82%. There were no outstanding borrowings under the Revolving Facility at December 31, 2024. The Revolving Facility was subject to a commitment fee of 0.40% on unused capacity as of September 30, 2025 and December 31, 2024. At September 30, 2025 and December 31, 2024, the Company had undrawn letters of credit issued under the Revolving Facility of $10.0 million and $12.0 million, respectively, which are subject to letter of credit fees.

11. Derivative Instruments and Hedging

The Company is exposed to interest rate risk resulting from its long-term debt and revolving facility. The Company uses derivative instruments, including, from time to time, interest rate caps and swaps, to mitigate its exposure to variability in cash flows due to changes in interest rates on its floating-rate debt. However, the Company does not use derivative instruments for trading or speculative purposes.

Effective September 14, 2025, the Company entered into a floating-to-fixed interest rate swap agreement with a notional amount of $500.0 million, which exchanges the variable rate of the Term Loans, which are indexed to 1-month term SOFR, for a fixed rate of 3.244%. Interest payments will be made on a monthly basis commencing on October 14, 2025 through the termination date of September 14, 2028.

The interest rate swap has been designated as a cash flow hedge under ASC 815, Derivatives and Hedging. The Company assesses hedge effectiveness using the hypothetical derivative method and expects the hedge to be highly effective over its term. Changes in the fair value of the interest rate swap are recorded in accumulated other comprehensive income (“AOCI”), which is a component of equity on the condensed consolidated balance sheets, and reclassified into interest expense, net in the condensed consolidated statements of comprehensive loss in the same period the hedged interest payments affect earnings. The net cash settlements of the interest rate swap are classified within cash flows from operating activities in the condensed consolidated statements of cash flows. The Company’s hedging program extends through September 2028.

At September 30, 2025, the fair value of the interest rate swap was a $1.3 million asset, which is included in other assets on the condensed consolidated balance sheets. The Company recorded a $1.0 million gain in AOCI related to the interest rate swap during each of the three and nine months ended September 30, 2025. The Company estimates $2.0 million of net gains on the interest rate swap to be reclassified from AOCI to interest expense over the next twelve months.

12. Related Party Transactions

Related Party Balances

Baldwin Holdings holds an investment in Emerald Bay Risk Solutions, LLC (“Emerald Bay”), an entity formed for the benefit of the MGA business, and to which Baldwin Holdings, Lowry Baldwin, the Company's Chairman, and members of the Company's executive management team have made capital commitments. The carrying value of the Company’s investment in Emerald Bay was $2.3 million and $2.1 million at September 30, 2025 and December 31, 2024, respectively. Investments are included in other assets on the condensed consolidated balance sheets.

Related party notes payable of $5.6 million at December 31, 2024 relate to the settlement of contingent earnout consideration through the issuance of related party notes payable for one of the Company’s partners. These related party notes payable were subsequently paid in the first quarter of 2025.

Commission Revenue

The Company serves as a broker for Holding Company of the Villages, Inc. (“The Villages”), a significant shareholder, and certain affiliated entities. Commission revenue recorded from transactions with The Villages and affiliated entities was $1.0 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $3.0 million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Commissions Expense

Two brothers of Lowry Baldwin, the Company’s Chairman, collectively received producer commissions from the Company comprising approximately $0.2 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $0.4 million and $0.4 million during the nine months ended September 30, 2025 and 2024, respectively.

Rent Expense

The Company has various agreements to lease office space from wholly-owned subsidiaries of The Villages. Total rent expense incurred with respect to The Villages and its wholly-owned subsidiaries was approximately $0.2 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $0.6 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively. Total right-of-use assets and operating lease liabilities included on the Company's condensed consolidated balance sheets relating to these lease agreements were $0.9 million and $0.9 million, respectively, at September 30, 2025 and $1.3 million and $1.4 million, respectively, at December 31, 2024.

The Company has various agreements to lease office space from other related parties. Total rent expense incurred with respect to other related parties was $0.7 million and $0.9 million for the three months ended September 30, 2025 and 2024, and $2.5 million and $2.8 million for the nine months ended September 30, 2025 and 2024, respectively. Total right-of-use assets and operating lease liabilities included on the Company’s condensed consolidated balance sheets relating to these lease agreements were $7.8 million and $9.2 million, respectively, at September 30, 2025 and $9.7 million and $10.3 million, respectively, at December 31, 2024.

13. Share-Based Compensation

The Company has an Omnibus Incentive Plan (the “Omnibus Plan”) and a Partnership Inducement Award Plan (the “Inducement Plan” and, collectively with the Omnibus Plan, the “Plans”) to motivate and reward colleagues and certain other individuals to perform at the highest level and contribute significantly to the Company’s success, thereby furthering the best interests of Baldwin’s stockholders. The total number of shares of Class A common stock authorized for issuance under the Omnibus Plan and the Inducement Plan was 13,143,677 and 3,000,000, respectively, at September 30, 2025.

During the nine months ended September 30, 2025, the Company made awards of restricted stock awards (“RSAs”), performance-based restricted stock unit awards (“PSUs”), and fully vested shares under the Plans to its non-employee directors, officers, colleagues and consultants. Fully-vested shares issued to directors, officers and colleagues during the nine months ended September 30, 2025 were vested upon issuance and PSUs issued to officers vest in the quarter following the end of a performance period of three years, while RSAs issued to colleagues, consultants and officers generally either cliff vest after three to four years or vest ratably over three to five years.

The following table summarizes the activity for awards granted by the Company under the Plans:


	Shares	Weighted-Average Grant-Date Fair Value Per Share
Non-vested awards outstanding at December 31, 2024	3,471,382	$	31.08
Granted	1,696,160	42.06
Vested and settled	(1,608,655)	32.30
Forfeited	(174,291)	31.08
Non-vested awards outstanding at September 30, 2025	3,384,596	36.00

The total fair value of shares that vested and settled under the Plans was $52.0 million and $36.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Share-based compensation is recognized ratably over the vesting period of the respective awards and includes expense related to issuances under the Plans, as well as the portion of annual bonuses that are payable in fully-vested shares of Class A common stock. The Company recognizes share-based compensation expense for the Plans net of actual forfeitures. The Company recorded share-based compensation expense of $22.0 million and $17.9 million for the three months ended September 30, 2025 and 2024, respectively, and $51.8 million and $46.8 million for the nine months ended September 30, 2025 and 2024, respectively. Share-based compensation expense is included in colleague compensation and benefits expense in the condensed consolidated statements of comprehensive loss.

14. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Baldwin by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is computed giving effect to all potentially dilutive shares of common stock.

The following table sets forth the computation of basic and diluted loss per share:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Basic and diluted loss per share:
Net loss attributable to Baldwin	$	(18,727)	$	(8,377)	$	(7,952)	$	(4,356)
Shares used for basic and diluted loss per share:
Basic and diluted weighted-average shares of Class A common stock outstanding	68,605		64,012		67,572		63,001
Basic and diluted loss per share	$	(0.27)	$	(0.13)	$	(0.12)	$	(0.07)

Potentially dilutive securities consist of unvested stock awards, including RSAs and PSUs, in addition to shares of Class B common stock, which can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis. The following potentially dilutive securities were excluded from the Company's diluted weighted-average number of shares outstanding calculation for the periods presented as their inclusion would have been anti-dilutive.


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2025	2024	2025	2024
Unvested RSAs and PSUs	3,265,420	4,014,508	3,320,275	3,569,891
Shares of Class B common stock	47,233,760	50,490,324	47,990,925	51,234,449

The shares of Class B common stock do not share in the earnings or losses attributable to Baldwin, and therefore, are not participating securities. Accordingly, a separate presentation of basic and diluted loss per share of Class B common stock under the two-class method has not been included.

15. Fair Value Measurements

ASC Topic 820, Fair Value Measurement (“Topic 820”) established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under Topic 820 are described below:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The fair value measurement level for assets and liabilities within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy:


	Fair Value Hierarchy
	Level 1				Level 2				Level 3
(in thousands)	September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
Assets:
Derivative instruments	$	—	$	—	$	1,251	$	18	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	1,251	$	18	$	—	$	—

Liabilities:
Contingent earnout liabilities	$	—	$	—	$	—	$	—	$	28,392	$	145,559
Total liabilities measured at fair value	$	—	$	—	$	—	$	—	$	28,392	$	145,559

Derivative Instruments

Derivative instruments include interest rate swaps and interest rate caps. The fair value of interest rate swap is determined using an income approach based on the terms of the interest rate swap and inputs corroborated by observable market data, including interest rate curves. The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. Derivative instruments are classified within Level 2 of the fair value hierarchy.

Contingent Earnout Liabilities

Methodologies used for liabilities measured at fair value on a recurring basis within Level 3 of the fair value hierarchy are based on limited unobservable inputs. These methods may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The fair value of contingent earnout liabilities is based on sales projections for the acquired entities, which are reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of its contingent earnout liabilities, the Company recorded a net increase in the estimated fair value of such liabilities of $2.0 million and $8.1 million for the three and nine months ended September 30, 2025, respectively. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $65.5 million at September 30, 2025.

The Company measures contingent earnout liabilities at fair value each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are sales projections over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations, or as a change in the carrying value of the assets acquired for asset acquisitions.

The fair value of the contingent earnout liabilities is based on estimating the present value of the expected future payments to be made to partners in accordance with the provisions outlined in the respective purchase agreements, which at times includes Monte Carlo simulations or a discounted cash flow analysis. In determining fair value, the Company estimates the partner’s future performance using financial projections developed by management for the partner and market participant assumptions that were derived for revenue growth, EBITDA growth and retention rates. Revenue or EBITDA growth rates for earnouts with ongoing measurement periods were generally 20% at September 30, 2025 and from 20% to 25% at December 31, 2024. The Company estimates future payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. These payments are generally discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the partner to achieve the targets. However, no significant discount rates have been applied to the remaining material contingent earnout liabilities at September 30, 2025 or December 31, 2024 due, in part, to the short-term nature of a substantial portion of the liabilities wherein their fair values approximate their carrying values. Changes in financial projections, market participant assumptions for revenue growth, or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.

The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Balance at beginning of period	$	16,731	$	210,243	$	145,559	$	276,467
Change in fair value of contingent consideration(1)	1,980		(952)		8,084		17,276
Fair value of contingent consideration issuances	9,681		—		18,447		—
Settlement of contingent consideration(2)	—		(5,501)		(143,698)		(89,953)
Balance at end of period	$	28,392	$	203,790	$	28,392	$	203,790

__________

(1) The Company reclassified $(1.8) million of its contingent earnout liabilities through the issuance/(reduction) of colleague earnout incentives during the nine months ended September 30, 2025, and $4.3 million and $10.7 million during the three and nine months ended September 30, 2024, respectively, which results in a reclassification between the change in fair value of contingent consideration and colleague compensation and benefits expense in the condensed consolidated statements of comprehensive loss.

(2) The Company settled $5.6 million of its contingent earnout liabilities through the issuance of related party notes payable during the nine months ended September 30, 2024. The condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 include $5.6 million and $1.5 million, respectively, of payments of contingent earnout consideration related to similar non-cash settlements in prior periods.

Fair Value of Other Financial Instruments

The fair value of long-term debt is based on an estimate using a discounted cash flow analysis and current borrowing rates for similar types of borrowing arrangements. The carrying amount and estimated fair value of long-term debt were as follows:


	Fair Value Hierarchy	September 30, 2025				December 31, 2024
(in thousands)		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt(1)	Level 2	$	1,603,606	$	1,626,106	$	1,435,800	$	1,450,479
Revolving line of credit	Level 2	66,000		66,868		—		—

__________

(1) The carrying amount of long-term debt reflects outstanding borrowings, which are presented net of unamortized debt issuance costs of $26.0 million and $29.3 million at September 30, 2025 and December 31, 2024, respectively, on the condensed consolidated balance sheets.

16. Commitments and Contingencies

Commitments

As of September 30, 2025, Baldwin Holdings has a remaining commitment to the University of South Florida (“USF”) to donate $3.4 million through October 2028. The gift will provide support for the School of Risk Management and Insurance in the USF Muma College of Business. It is currently anticipated that Lowry Baldwin, the Company’s Chairman, will fund half of the amounts to be donated by Baldwin Holdings.

Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business. A liability is recorded when a loss is considered probable and is reasonably estimable in accordance with GAAP. When a material loss contingency is reasonably possible but not probable, the Company will disclose the nature of the claim and, if possible, an estimate of the loss or range of loss. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

On February 8, 2023, Ruby Wagner, a putative Class A stockholder of the Company, filed a class action lawsuit (the “Lawsuit”), on behalf of herself and other similarly situated stockholders in the Delaware Court of Chancery against the Company seeking declaratory judgment that certain provisions of the 2019 Stockholders Agreement between the Company and the Pre-IPO LLC Members are invalid and unenforceable as a matter of Delaware law. On May 28, 2024, the Court of Chancery issued an opinion (the “Chancery Court Opinion”) that certain provisions of the 2019 Stockholders Agreement granting approval rights related to amending the Company’s certificate of incorporation and making significant decisions relating to the Company’s senior management, are facially invalid, void, and unenforceable under Delaware law. An implementing order, presently in effect, was entered on June 20, 2024. The Chancery Court Opinion also held that a severability provision in the 2019 Stockholders Agreement allows the Pre-IPO LLC Members to demand a “suitable and equitable substitute” for the approval rights that were deemed invalid, such as the issuance of a so-called golden share of preferred stock in the Company. Following the Chancery Court Opinion, a counterparty to the 2019 Stockholders Agreement requested the issuance of such golden share. An independent committee of the Company’s board of directors, advised by independent counsel, determined that entering into a contractual agreement containing substantially the same rights as those contained in the 2019 Stockholders Agreement, as authorized by a newly-enacted provision of Delaware law, rather than issuance of a golden share, would be in the best interests of the Company and its stockholders and, following negotiation, the Company entered into the 2024 Stockholders Agreement on October 30, 2024. On January 22, 2025, the Court of Chancery granted plaintiff an award of attorneys' fees and expenses in the amount of $2.4 million (the "Fee Award"). On February 21, 2025, the Company filed an appeal from the Chancery Court Opinion and the Fee Award with the Delaware Supreme Court. Due to the Company’s appeal, management has estimated the potential range of loss from the ultimate disposition of this matter to be between $0, if the appeal is successful, and $2.4 million, if the Fee Award is upheld, a significant portion of which may be covered by insurance.

17. Segment Information

Baldwin’s business is divided into three operating groups: Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions and Mainstreet Insurance Solutions.

•The Insurance Advisory Solutions (“IAS”) operating group provides expertly-designed commercial risk management, employee benefits and private risk management solutions for businesses and high-net-worth individuals, as well as their families, through its national footprint, which has assimilated some of the highest quality independent insurance brokers in the country with vast and varied strategic capabilities and expertise.

•The Underwriting, Capacity & Technology Solutions (“UCTS”) operating group consists of three distinct divisions—its MGA platform, MSI; its Capacity Solutions group (which consists of its reinsurance brokerage business, Juniper Re; its reinsurance MGA business, MultiStrat; and its captive management business); and the Captives. Through MSI, the Company manufactures proprietary, technology-enabled insurance products that are then distributed (in many instances via technology and/or API integrations) internally via risk advisors across its other operating groups and externally via select distribution partners, with a focus on sheltered channels where its products deliver speed, ease of use and certainty of execution, an example of which is the national embedded renters insurance product sold at point of lease via integrations with property management software providers. UCTS’ Wholesale Business was sold in the first quarter of 2024, and its operations are included in UCTS’ results through February 29, 2024.

•The Mainstreet Insurance Solutions (“MIS”) operating group offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities, with a focus on accessing clients via sheltered distribution channels, which include, but are not limited to, new home builders, realtors, mortgage originators/lenders, master planned communities, and various other community centers of influence. The MIS operating group also offers consultation for government assistance programs and solutions, including traditional Medicare, Medicare Advantage and Affordable Care Act, to seniors and eligible individuals through a network of primarily independent contractor agents.

In all its operating groups, the Company generates commissions from insurance placement under both agency bill and direct bill arrangements, and profit-sharing income based on either the underlying book of business or performance, such as loss ratios. All operating groups also generate other ancillary income.

In the IAS and UCTS operating groups, the Company generates fees from service fee and consulting arrangements. Service fee arrangements are in place with certain clients for providing insurance placement services.

In the UCTS operating group, the Company generates fees from policy fee and installment fee arrangements. Policy fee revenue is earned for acting in the capacity of an MGA and providing payment processing services and other administrative functions on behalf of insurance or reinsurance company partners. Additionally, the UCTS operating group generates assumed premium earned through the Captive business.

In the MIS operating group, the Company generates commissions and fees from marketing income, which is earned through co-branded Medicare marketing campaigns with the Company’s insurance company partners.

In addition, the Company generates investment income in all of its operating groups and the Corporate and Other non-reportable segment.

The Company’s chief operating decision maker, the chief executive officer, evaluates the performance of the Company’s operating groups based on net income (loss) and adjusted EBITDA. The chief operating decision maker considers actual, actual-to-prior year variances, and budget-to-actual variances on a monthly basis for both profit measures to manage resources and make decisions about the business. However, only operating group net income (loss), as the measure of segment profit or loss that is most consistent with GAAP measurement principles, is disclosed below.

Summarized financial information regarding the Company’s operating groups is shown in the following tables. Corporate and Other includes any expenses not allocated to the operating groups and corporate-related items, including interest expense. Intersegment revenue and expenses are eliminated through Corporate and Other. Service center expenses and other overhead are allocated to the Company’s operating groups based on either revenue or headcount as applicable to each expense.


	For the Three Months Ended September 30, 2025
(in thousands)	Insurance Advisory Solutions		Underwriting, Capacity & Technology Solutions		Mainstreet Insurance Solutions		Corporate and Other		Total
Revenues:
Commission revenue(1)(2)	$	116,878	$	112,260	$	65,403	$	(17,102)	$	277,439
Profit-sharing revenue	13,763		5,276		9,680		—		28,719
Consulting and service fee revenue	25,344		1,575		—		—		26,919
Policy fee and installment fee revenue	—		20,599		—		—		20,599
Assumed premium earned	—		5,863		—		—		5,863
Other income	1,155		353		1,346		(76)		2,778
Investment income	1,380		1,341		47		304		3,072
Total revenues	158,520		147,267		76,476		(16,874)		365,389
Expenses:
Inside advisor commissions	40,096		191		7,571		—		47,858
Fixed compensation	56,609		16,346		10,525		3,233		86,713
Benefits and other	17,764		7,773		6,466		2,820		34,823
Share-based compensation	8,436		5,097		1,952		6,532		22,017
Severance	587		968		7		58		1,620
Colleague compensation and benefits	123,492		30,375		26,521		12,643		193,031
Outside commissions(2)	2,151		75,492		18,646		(17,178)		79,111
Selling expense	5,716		1,522		3,363		2,289		12,890
Operating expense	13,336		16,757		6,123		6,237		42,453
Administrative expense	13,858		5,901		11,205		36,166		67,130
All other expenses, net(3)	412		357		156		86		1,011
Total expense	158,965		130,404		66,014		40,243		395,626
Net income (loss)	$	(445)	$	16,863	$	10,462	$	(57,117)	$	(30,237)

Other segment disclosures:
Change in fair value of contingent consideration	$	1,533	$	447	$	—	$	—	$	1,980
Depreciation and amortization expense	13,629		5,581		11,177		1,656		32,043
Interest expense, net	—		100		16		31,016		31,132

Loss on extinguishment and modification of debt	—		—		—		3,290		3,290

__________

(1) During the three months ended September 30, 2025, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $73.8 million, $5.3 million and $64.9 million, respectively, and agency bill revenue of $43.1 million, $107.0 million and $0.5 million, respectively.

(2) During the three months ended September 30, 2025, the IAS operating group recorded commission revenue shared with other operating groups of $0.1 million and the UCTS operating group recorded commission revenue shared with other operating groups of $17.1 million. Commission revenue shared with other operating groups, and the related outside commissions, are eliminated through Corporate and Other.

(3) All other expenses, net include change in fair value of contingent consideration, gain (loss) on divestitures, other income (expense), net and income tax expense.


	For the Three Months Ended September 30, 2024
(in thousands)	Insurance Advisory Solutions		Underwriting, Capacity & Technology Solutions		Mainstreet Insurance Solutions		Corporate and Other		Total
Revenues:
Commission revenue(1)(2)	$	123,468	$	106,521	$	61,983	$	(21,701)	$	270,271
Profit-sharing revenue	15,543		4,066		7,176		—		26,785
Consulting and service fee revenue	17,701		1,556		—		—		19,257
Policy fee and installment fee revenue	—		16,002		—		—		16,002
Other income	823		573		1,499		—		2,895
Investment income	1,803		1,076		—		849		3,728
Total revenues	159,338		129,794		70,658		(20,852)		338,938
Expenses:
Inside advisor commissions	33,676		199		7,163		—		41,038
Fixed compensation	52,550		13,854		9,526		1,434		77,364
Benefits and other	18,395		7,358		5,205		331		31,289
Share-based compensation	7,513		1,887		1,099		7,450		17,949
Severance	254		319		105		—		678
Colleague earnout incentives	4,327		—		—		—		4,327
Colleague compensation and benefits	116,715		23,617		23,098		9,215		172,645
Outside commissions(2)	2,551		74,420		19,274		(21,701)		74,544
Selling expense	5,251		1,142		3,982		1,697		12,072
Operating expense	14,588		9,866		5,064		6,533		36,051
Administrative expense	17,016		4,043		6,616		33,129		60,804
All other expenses (income), net(3)	(5,982)		3,011		225		43		(2,703)
Total expense	150,139		116,099		58,259		28,916		353,413
Net income (loss)	$	9,199	$	13,695	$	12,399	$	(49,768)	$	(14,475)

Other segment disclosures:
Change in fair value of contingent consideration	$	(4,195)	$	3,032	$	211	$	—	$	(952)
Depreciation and amortization expense	16,798		4,001		6,558		1,099		28,456
Interest expense (income), net	(1)		(12)		(4)		31,346		31,329
Gain on divestitures	(1,809)		—		—		—		(1,809)
Loss on extinguishment and modification of debt	—		—		—		389		389

__________

(1) During the three months ended September 30, 2024, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $79.3 million, $1.5 million and $61.5 million, respectively, and agency bill revenue of $44.2 million, $105.0 million and $0.5 million, respectively.

(2) During the three months ended September 30, 2024, the UCTS operating group recorded commission revenue shared with other operating groups of $21.5 million and the MIS operating group recorded commission revenue shared within the same operating group of $0.2 million. Commission revenue shared with other operating groups or within the same operating group, and the related outside commissions, are eliminated through Corporate and Other.

(3) All other expenses, net include change in fair value of contingent consideration, gain (loss) on divestitures, other income (expense), net and income tax expense.


	For the Nine Months Ended September 30, 2025
(in thousands)	Insurance Advisory Solutions		Underwriting, Capacity & Technology Solutions		Mainstreet Insurance Solutions		Corporate and Other		Total
Revenues:
Commission revenue(1)(2)	$	446,886	$	324,269	$	198,362	$	(53,973)	$	915,544
Profit-sharing revenue	42,736		12,589		17,694		—		73,019
Consulting and service fee revenue	69,924		4,526		—		—		74,450
Policy fee and installment fee revenue	—		58,263		—		—		58,263
Assumed premium earned	—		15,668		—		—		15,668
Other income	6,596		1,122		4,692		(257)		12,153
Investment income	3,316		3,514		161		1,517		8,508
Total revenues	569,458		419,951		220,909		(52,713)		1,157,605
Expenses:
Inside advisor commissions	136,890		506		23,832		—		161,228
Fixed compensation	164,089		46,306		30,046		7,995		248,436
Benefits and other	67,428		26,345		19,155		9,492		122,420
Share-based compensation	19,193		10,775		4,860		16,944		51,772
Severance	1,805		1,898		502		240		4,445
Colleague earnout incentives	(1,671)		(108)		—		—		(1,779)
Colleague compensation and benefits	387,734		85,722		78,395		34,671		586,522
Outside commissions(2)	8,589		207,371		56,790		(54,230)		218,520
Selling expense	18,238		4,667		11,223		6,646		40,774
Operating expense	42,372		45,268		17,423		22,215		127,278
Administrative expense	41,739		16,055		26,561		103,011		187,366
All other expenses (income), net(3)	6,368		(474)		898		833		7,625
Total expense	505,040		358,609		191,290		113,146		1,168,085
Net income (loss)	$	64,418	$	61,342	$	29,619	$	(165,859)	$	(10,480)

Other segment disclosures:
Change in fair value of contingent consideration	$	8,203	$	(398)	$	279	$	—	$	8,084
Depreciation and amortization expense	41,014		15,324		26,316		4,506		87,160
Interest expense (income), net	(1)		319		50		92,060		92,428
Loss (gain) on divestitures	(1,901)		—		—		1,611		(290)
Loss on extinguishment and modification of debt	—		—		—		5,684		5,684
Capital expenditures	4,652		11,752		8,300		4,470		29,174
	At September 30, 2025
Total assets	$	2,238,683	$	755,322	$	724,726	$	75,043	$	3,793,774

__________

(1) During the nine months ended September 30, 2025, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $281.5 million, $8.9 million and $196.7 million, respectively, and agency bill revenue of $165.4 million, $315.3 million and $1.6 million, respectively.

(2) During the nine months ended September 30, 2025, the IAS operating group recorded commission revenue shared with other operating groups of $0.3 million and the UCTS operating group recorded commission revenue shared with other operating groups of $54.0 million. Commission revenue shared with other operating groups, and the related outside commissions, are eliminated through Corporate and Other.

(3) All other expenses, net include change in fair value of contingent consideration, gain (loss) on divestitures, other income (expense), net and income tax expense.


	For the Nine Months Ended September 30, 2024
(in thousands)	Insurance Advisory Solutions		Underwriting, Capacity & Technology Solutions		Mainstreet Insurance Solutions		Corporate and Other		Total
Revenues:
Commission revenue(1)(2)	$	442,347	$	295,503	$	192,971	$	(57,770)	$	873,051
Profit-sharing revenue	46,508		8,887		14,362		—		69,757
Consulting and service fee revenue	53,214		4,797		—		—		58,011
Policy fee and installment fee revenue	—		43,252		—		—		43,252
Other income	3,315		934		2,089		—		6,338
Investment income	4,426		2,803		—		1,507		8,736
Total revenues	549,810		356,176		209,422		(56,263)		1,059,145
Expenses:
Inside advisor commissions	128,046		1,239		21,965		—		151,250
Fixed compensation	153,427		39,324		28,687		3,868		225,306
Benefits and other	63,005		25,104		17,047		6,623		111,779
Share-based compensation	17,839		6,969		5,370		16,586		46,764
Severance	1,799		524		449		782		3,554
Colleague earnout incentives	10,706		—		—		—		10,706
Colleague compensation and benefits	374,822		73,160		73,518		27,859		549,359
Outside commissions(2)	8,264		195,658		58,085		(57,770)		204,237
Selling expense	16,489		3,373		11,227		4,600		35,689
Operating expense	41,606		28,850		14,224		18,169		102,849
Administrative expense	48,254		11,320		19,741		113,276		192,591
All other expenses (income), net(3)	4,756		(26,655)		266		2,295		(19,338)
Total expense	494,191		285,706		177,061		108,429		1,065,387
Net income (loss)	$	55,619	$	70,470	$	32,361	$	(164,692)	$	(6,242)

Other segment disclosures:
Change in fair value of contingent consideration	$	9,709	$	7,355	$	212	$	—	$	17,276
Depreciation and amortization expense	47,181		11,193		19,473		3,106		80,953
Interest expense (income), net	(4)		(38)		15		94,230		94,203
Gain on divestitures	(3,843)		(35,110)		—		—		(38,953)
Loss on extinguishment and modification of debt	—		—		—		15,068		15,068
Capital expenditures	4,318		13,953		7,290		3,336		28,897
	At December 31, 2024
Total assets	$	2,329,152	$	621,407	$	524,576	$	59,596	$	3,534,731

__________

(1) During the nine months ended September 30, 2024, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $283.0 million, $5.2 million and $191.4 million, respectively, and agency bill revenue of $159.4 million, $290.4 million and $1.6 million, respectively.

(2) During the nine months ended September 30, 2024, the UCTS operating group recorded commission revenue shared with other operating groups of $56.6 million and the MIS operating group recorded commission revenue shared within the same operating group of $1.2 million. Commission revenue shared with other operating groups or within the same operating group, and the related outside commissions, are eliminated through Corporate and Other.

(3) All other expenses, net include change in fair value of contingent consideration, gain on divestitures, other income (expense), net and income tax expense.

18. Captive Insurance Operations

Effective January 1, 2025, the MSI Cell was licensed and participates as a quota share reinsurer on two of MSI’s multifamily programs, renters and master tenant legal liability, for the purpose of further participating in underwriting results. The reinsurance quota share contract features an adjustment to assumed premium based on the loss ratio performance of the business ceded.

As of September 30, 2025, assumed premium written was $15.4 million and is included as a component of assumed premiums, commissions and fees receivable, net on the condensed consolidated balance sheet and accounted for as a funds withheld receivable, net of actual claims paid. As of September 30, 2025, assumed premiums unearned was $2.8 million and is included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheet.

For the three and nine months ended September 30, 2025, assumed premium earned was $5.9 million and $15.7 million, respectively, and is included in commissions and fees in the condensed consolidated statements of comprehensive loss. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made. No such adjustments were made during the nine months ended September 30, 2025.

The table below provides a rollforward of unpaid losses and loss adjustment reserve:


(in thousands)	For the Nine Months Ended September 30, 2025
Balance at beginning of period	$	—
Incurred losses and LAE	13,915
Actual claims paid	(3,082)
Balance at end of period	$	10,833

In December 2024, the initial funding to capitalize the Captive was $12.1 million, provided by Baldwin Holdings substantially in the form of a letter of credit. During August 2025, the Tennessee Department of Commerce and Insurance accepted an amendment to the letter of credit, which reduced funding for the Captive to $8.1 million. The Captive maintains capital of $8.0 million in excess of the minimum statutory amount required by regulatory authorities. The statutory capital and surplus of the Captive was $8.7 million as of September 30, 2025, as allowed by prescribed practices by the Tennessee Department of Commerce and Insurance.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

THE COMPANY

The Baldwin Insurance Group, Inc. is a holding company and sole managing member of The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC) (“Baldwin Holdings”) and its sole material asset is its ownership interest in Baldwin Holdings, through which all of our business has been and is conducted. In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the words “Baldwin,” the “Company,” “we,” “us” and “our” refer to The Baldwin Insurance Group, Inc., together with its consolidated subsidiaries, including Baldwin Holdings and its consolidated subsidiaries and affiliates.

Baldwin 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. When we consistently execute for these key stakeholders, we believe that the outcome is an increase in value for our fifth stakeholder, our stockholders. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits. Our growth plan includes continuing to recruit, train and develop industry leading talent, continuing to add geographic representation, insurance product expertise and end-client industry expertise via our partnership strategy, and continuing to expand our product suite and sources of capacity through our MGA platform (“MSI”), which delivers proprietary, technology-enabled insurance solutions to our internal risk advisors as well as to a growing channel of external distribution partners. We are a destination employer supported by an award-winning culture, powered by exceptional people and fueled by industry-leading growth and innovation.

We represent over three million clients across the United States and internationally. Our 4,000 plus colleagues include approximately 700 risk advisors, who are fiercely independent, relentlessly competitive and “insurance geeks.” We have approximately 110 offices in 23 states, all of which are equipped to provide diversified products and services to empower our clients at every stage through our three operating groups.

•Insurance Advisory Solutions (“IAS”) provides expertly-designed commercial risk management, employee benefits and private risk management solutions for businesses and high-net-worth individuals, as well as their families. Risk management solutions typically involve the sale of a wide variety of both commercial and personal lines insurance products that mitigate risks for firms and individuals. Employee benefits solutions can include health plans, dental plans, and retirement accounts for firms and their employees. We are privileged to have partnered with some of the highest quality independent insurance brokers across the country with vast and varied strategic capabilities and expertise. We have been intentional in recognizing and elevating this talent across the organization to build world class industry-focused practice groups and product Centers of Excellence that can be leveraged by the entire firm.

•Underwriting, Capacity & Technology Solutions (“UCTS”) consists of three distinct divisions—MSI, our Capacity Solutions group (which includes our reinsurance brokerage business, Juniper Re, our reinsurance MGA business, MultiStrat, and our captive management business), and the Captive business. Through MSI, we manufacture proprietary, technology-enabled insurance products that are then distributed (in many instances via technology and/or API integrations) internally via our risk advisors across our other operating groups and externally via select distribution partners, with a focus on sheltered channels where our products deliver speed, ease of use and certainty of execution, an example of which is the national embedded renters insurance product sold at point of lease via integrations with property management software providers. As a prominent growth driver for the Company, we have invested heavily in the expansion of our MGA product suite, which is now comprised of more than 20 products across commercial, personal and professional lines. In 2024, we made significant investment in the development of new middle-market oriented commercial lines products, two of which have gone live in the first half of 2025. UCTS’ Wholesale Business was sold in the first quarter of 2024, and its operations are included in our results through the end of February 2024.

In January 2025, we received final approval and a Certificate of Authority from the Texas Department of Insurance to form a Texas-domiciled reciprocal insurance exchange (the “Reciprocal”), for which we serve as the Attorney-in-Fact (the “AIF”). The third-party led capitalization of the Reciprocal closed and funded in full on May 6, 2025, and we began writing business into the Reciprocal late in the second quarter of 2025. Based on the structure of the Reciprocal, we do not consolidate the Reciprocal’s financial results, and the AIF entity is treated as an equity method investment in UCTS.

UCTS includes TBG Assurance Company, LLC, a wholly-owned protected cell captive insurance company (“PCC”) domiciled in Tennessee, which was established to allow Baldwin to further participate in the underwriting results of a small portion of its MGA programs. The PCC allows for the creation of multiple independent cells (series) within a single legal entity, TBG Assurance Company, LLC (the “Core”). The initial series, MSI Multifamily Series Protected Cell (the “MSI Cell” and, collectively with the Core, the “Captive”) became effective January 1, 2025.

•Mainstreet Insurance Solutions (“MIS”) offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities, with a focus on accessing clients via sheltered distribution channels, which include, but are not limited to, new home builders, realtors, mortgage originators/lenders, master planned communities, and various other community centers of influence. We have invested deeply in talent, technology and capabilities across MIS, including in Westwood's homeowners solutions that are embedded in many of the top home builders in the United States, the national expansion of our distribution footprint through our National Mortgage and Real Estate Center, and enhanced digital capabilities focused on improving the advisor and client experience. Mainstreet Insurance Solutions also offers consultation for government assistance programs and solutions, including traditional Medicare, Medicare Advantage and Affordable Care Act, to seniors and eligible individuals through a network of primarily independent contractor agents.

In 2011, we adopted the “Azimuth” as our corporate and cultural constitution. Named after a historical navigation tool used to find “true north,” the Azimuth asserts our core values, business basics and stakeholder promises. The ideals encompassed by the Azimuth support our mission to deliver indispensable, tailored insurance and risk management insights and solutions to our clients. We strive to be regarded as the preeminent insurance advisory firm—fueled by relationships, powered by people and exemplified by client adoption and loyalty. This type of environment is upheld by the distinct vernacular we use to describe our services and culture. We are a firm, instead of an agency; we have colleagues, instead of employees; and we have risk advisors, instead of producers/agents. We serve clients instead of customers and we refer to our strategic acquisitions as partnerships. We refer to insurance brokerages that we have acquired, or in the case of asset acquisitions, the producers, as partners.

Seasonality

The insurance brokerage market is seasonal and our results of operations are somewhat affected by seasonal trends. Our adjusted EBITDA and adjusted EBITDA margin are typically highest in the first quarter and lowest in the fourth quarter. This variation is primarily due to fluctuations in our revenues, while overhead remains consistent throughout the year. Our revenues are generally highest in the first quarter due to a higher degree of first quarter policy commencements and renewals in certain Insurance Advisory Solutions and Mainstreet Insurance Solutions lines of business such as employee benefits, commercial and Medicare. In addition, a higher proportion of our first quarter revenue is derived from our highest margin businesses.

Partnerships can significantly impact adjusted EBITDA and adjusted EBITDA margin in a given year and may increase the amount of seasonality within the business, especially results attributable to partnerships that have not been fully integrated into our business or owned by us for a full year.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 and the related notes and other financial information included elsewhere in this report.

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

The following is a discussion of our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024.


	For the Three Months Ended September 30,				Variance				For the Nine Months Ended September 30,				Variance
(in thousands)	2025		2024		Amount		%		2025		2024		Amount		%
Revenues:
Core commissions and fees	$	330,820	$	305,530	$	25,290	8	%	$	1,063,925	$	974,314	$	89,611	9	%
Profit-sharing and other income	31,497		29,680		1,817		6	%	85,172		76,095		9,077		12	%
Commissions and fees	362,317		335,210		27,107		8	%	1,149,097		1,050,409		98,688		9	%
Investment income	3,072		3,728		(656)		(18)	%	8,508		8,736		(228)		(3)	%
Total revenues	365,389		338,938		26,451		8	%	1,157,605		1,059,145		98,460		9	%

Operating expenses:
Colleague compensation and benefits	193,031		172,645		20,386		12	%	586,522		549,359		37,163		7	%
Outside commissions	79,111		74,544		4,567		6	%	218,520		204,237		14,283		7	%
Other operating expenses	56,008		48,839		7,169		15	%	170,146		141,198		28,948		21	%
Amortization expense	30,394		26,899		3,495		13	%	82,286		76,334		5,952		8	%
Change in fair value of contingent consideration	1,980		(952)		2,932		n/m		8,084		17,276		(9,192)		(53)	%
Depreciation expense	1,649		1,557		92		6	%	4,874		4,619		255		6	%
Total operating expenses	362,173		323,532		38,641		12	%	1,070,432		993,023		77,409		8	%

Operating income	3,216		15,406		(12,190)		(79)	%	87,173		66,122		21,051		32	%

Other income (expense):
Interest expense, net	(31,132)		(31,329)		197		(1)	%	(92,428)		(94,203)		1,775		(2)	%
Gain on divestitures	—		1,809		(1,809)		(100)	%	290		38,953		(38,663)		(99)	%
Loss on extinguishment and modification of debt	(3,290)		(389)		(2,901)		n/m		(5,684)		(15,068)		9,384		(62)	%
Other income, net	860		28		832		n/m		745		105		640		n/m
Total other expense, net	(33,562)		(29,881)		(3,681)		12	%	(97,077)		(70,213)		(26,864)		38	%
Loss before income taxes and share of net earnings of equity method investment	$	(30,346)	$	(14,475)	$	(15,871)	110	%	$	(9,904)	$	(4,091)	$	(5,813)	142	%

__________

n/m not meaningful

Commissions and Fees

We earn commissions and fees by facilitating the arrangement between insurance company and reinsurance company partners and clients for the insurance and/or reinsurance company to provide insurance and/or reinsurance to the insured party. Our commissions are usually a percentage of the premium paid by the insured and generally depend on the type of insurance, the particular insurance or reinsurance company partner and the nature of the services provided. Under certain arrangements with clients, we earn pre-negotiated service fees for insurance placement services. Additionally, we earn policy fees for acting in the capacity of an MGA and fulfilling certain administrative functions on behalf of insurance or reinsurance company partners, including delivery of policy documents, processing payments and other administrative functions, and the Captive business earns revenue from assumed premium. We may also receive profit-sharing commissions, which represent forms of variable consideration paid by insurance company partners and reinsurance company partners associated with the placement of coverage. Profit-sharing commissions are generally based on underwriting results, but may also contain considerations for volume, growth or retention. Other revenue streams include other ancillary income, premium financing income, and marketing income based on negotiated cost reimbursement for fulfilling specific targeted Medicare marketing campaigns.

Commissions and fees increased $27.1 million, or 8%, for the quarter ended September 30, 2025 compared to the same period of 2024, driven by organic growth in core commissions and fees of $13.7 million related to continued outperformance from MSI, commissions and fees contributed by partnership activity of $12.2 million, and organic growth in profit-sharing and other revenue of $1.5 million.

Commissions and fees increased $98.7 million, or 9%, for the year-to-date period ended September 30, 2025 compared to the same period of 2024, driven by organic growth in core commissions and fees of $82.6 million related to new and renewal business across client industry sectors and continued outperformance from MSI, commissions and fees contributed by partnership activity of $14.2 million, and organic growth in profit-sharing and other revenue of $8.8 million, which is largely the result of improvements in loss ratios and the number of policies sold in MIS. This growth was offset in part by a decrease in core commissions and fees of $5.5 million related to the divestiture of our Wholesale Business in the first quarter of 2024. Core commissions and fees growth, excluding revenue related to the Wholesale Business during 2024, was 10%.

Colleague Compensation and Benefits

Colleague compensation and benefits is our largest expense. It consists of (i) base compensation comprising salary, bonuses and benefits paid and payable to colleagues, and commissions paid to colleagues, and (ii) equity-based compensation associated with the grants of restricted and unrestricted stock awards to senior management, colleagues, risk advisors and directors. We expect to continue to experience a general rise in colleague compensation and benefits expense commensurate with expected revenue growth as our compensation arrangements with our colleagues and risk advisors contain significant bonus or commission components driven by the results of our operations. In addition, we operate in competitive markets for human capital and need to maintain competitive compensation levels as we expand geographically and create new products and services.

Colleague compensation and benefits expense increased $20.4 million, or 12%, for the quarter ended September 30, 2025 compared to the same period of 2024. Partnership activity contributed $3.1 million to the increase in colleague compensation and benefits during the third quarter of 2025. After excluding colleague compensation and benefits expense related to partnership activity, colleague compensation and benefits increased $17.3 million, primarily resulting from the overall growth of the business.

Colleague compensation and benefits expense increased $37.2 million, or 7%, for the year-to-date period ended September 30, 2025 compared to the same period of 2024. Partnership activity contributed $4.5 million to the increase in colleague compensation and benefits year-to-date in 2025, offset in part by a $1.4 million decrease related to our Wholesale Business, which was sold in the first quarter of 2024. After excluding colleague compensation and benefits expense related to our partnerships and divestitures, colleague compensation and benefits increased $34.0 million, primarily resulting from the overall growth of the business.

Outside Commissions

Outside commissions increased $4.6 million, or 6%, for the quarter ended September 30, 2025 compared to the same period of 2024. Outside commissions increased at a lower rate than core commissions and fees primarily due to continued scaling of our UCTS business, product mix shift and contributions from the Capacity Solutions group (which generally does not have significant outside commissions).

Outside commissions increased $14.3 million, or 7%, for the year-to-date period ended September 30, 2025 compared to the same period of 2024. After excluding outside commissions of $3.0 million earned by the Wholesale Business during 2024 for which there was no comparable expense in 2025, outside commissions increased $17.3 million, or 9%, which was in line with core commissions and fees.

Other Operating Expense

Other operating expenses include travel, accounting, legal and other professional fees, placement fees, rent, office expenses and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our colleagues and the overall size and scale of our business operations.

Other operating expenses increased $7.2 million for the quarter ended September 30, 2025 compared to the same period of 2024, driven by higher incurred losses and LAE of $5.1 million related to our newly-established Captive business and professional fees of $1.4 million due to increased legal spend.

Other operating expenses increased $28.9 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024 driven by higher incurred losses and LAE of $14.0 million related to our newly-established Captive business, professional fees of $6.9 million due to increased legal spend, which includes fees related to the setup of the Reciprocal, advertising and marketing of $3.7 million in connection with the continued rollout of our rebranding, technology and software-related costs of $2.5 million, and licenses and taxes of $1.8 million due to growth in the business.

Amortization Expense

Amortization expense increased $3.5 million and $6.0 million for the quarter and year-to-date periods ended September 30, 2025 compared to the same periods of 2024, respectively, driven by our partnership activity and an increase in capitalized software.

Change in Fair Value of Contingent Consideration

The change in fair value of contingent consideration was a $2.0 million loss for the quarter ended September 30, 2025 compared to a $1.0 million gain for the same period of 2024, and a $8.1 million loss for the year-to-date period ended September 30, 2025 compared to a $17.3 million loss for the same period of 2024. The fair value loss related to contingent consideration for the third quarter of 2025 was impacted by positive changes in revenue growth trends of certain partners. The fair value loss related to contingent consideration for the year-to-date period of 2025 was impacted by positive changes in revenue growth trends of certain partners and accretion of the contingent earnout obligations approaching their respective measurement dates, in addition to a loss recognized in reclassifying $1.8 million of earnouts from colleague compensation and benefits.

Interest Expense, Net

Interest expense, net, was relatively flat for the third quarter of 2025 compared to the same period of 2024 resulting from a lower average interest rate due to the 2025 Refinancings, offset by higher average borrowings.

Interest expense, net, decreased $1.8 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024 resulting from a lower average interest rate due to the 2025 Refinancings, offset in part by higher average borrowings. We expect interest expense to remain relatively flat in the near term on a year-over-year basis due to higher borrowings under our Revolving Facility to fund the settlement of deferred payment obligations and certain partnership opportunities, offset by lower expected average interest rates.

Gain on Divestitures

Gain on divestitures decreased $38.7 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024, driven by a $35.1 million gain recorded during 2024 in connection with the sale of our Wholesale Business.

Loss on Extinguishment and Modification of Debt

Loss on extinguishment and modification of debt of $3.3 million for the quarter ended September 30, 2025 relates to the September 2025 Refinancing.

Loss on extinguishment and modification of debt of $5.7 million for the year-to-date period ended September 30, 2025 relates to the 2025 Refinancings. Loss on extinguishment and modification of debt of $15.1 million for the year-to-date period ended September 30, 2024 relates to a debt refinancing completed in May 2024.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA, adjusted EBITDA margin, organic revenue, organic revenue growth, adjusted net income and adjusted diluted earnings per share (“EPS”), 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) or diluted earnings (loss) per share (for adjusted diluted EPS), 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 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, 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 calculated as adjusted EBITDA divided by total revenue. 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 twelve 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 twelve-month owned mark, but which have reached the twelve-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, 2024 are excluded from organic revenue for 2024. However, after June 1, 2025, results from June 1, 2024 to December 31, 2024 for such partners are compared to results from June 1, 2025 to December 31, 2025 for purposes of calculating organic revenue growth in 2025. 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, 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.

Adjusted EBITDA and Adjusted EBITDA Margin

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


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except percentages)	2025			2024			2025			2024
Revenues	$	365,389		$	338,938		$	1,157,605		$	1,059,145

Net loss	$	(30,237)		$	(14,475)		$	(10,480)		$	(6,242)
Adjustments to net loss:
Interest expense, net	31,971			31,329			93,267			94,203
Amortization expense	30,394			26,899			82,286			76,334
Share-based compensation	22,017			17,949			51,772			46,764
Change in fair value of contingent consideration	1,980			(952)			8,084			17,276
Transaction-related partnership and integration expenses	2,376			2,047			7,894			9,042
Loss on extinguishment and modification of debt	3,290			389			5,684			15,068
Depreciation expense	1,649			1,557			4,874			4,619
Severance	1,620			678			4,445			3,554
Income and other taxes(1)	470			82			3,289			3,300
Transformation costs	3,638			—			4,410			—
Colleague earnout incentives	—			4,327			(1,779)			10,706
Impairment of right-of-use assets	66			—			1,254			—
Gain on divestitures	—			(1,809)			(290)			(38,953)
Loss on interest rate caps	—			84			18			244
Other(2)	3,286			4,646			17,099			13,410
Adjusted EBITDA	$	72,520		$	72,751		$	271,827		$	249,325

Net loss margin	(8)		%	(4)		%	(1)		%	(1)		%
Adjusted EBITDA margin	20		%	21		%	23		%	24		%

__________

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

(2) 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 September 30,						For the Nine Months Ended September 30,
(in thousands, except percentages)	2025			2024			2025			2024
Commissions and fees	$	362,317		$	335,210		$	1,149,097		$	1,050,409
Partnership commissions and fees(1)	(12,222)			—			(14,202)			—
Organic revenue	$	350,095		$	335,210		$	1,134,895		$	1,050,409
Organic revenue growth(2)	$	15,177		$	40,672		$	91,369		$	144,844
Organic revenue growth %(2)	5		%	14		%	9		%	16		%

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

(2) Organic revenue for the three and nine months ended September 30, 2024 used to calculate organic revenue growth for the three and nine months ended September 30, 2025 was $334.9 million and $1.044 billion, respectively, which is adjusted to exclude commissions and fees from divestitures that occurred during 2025 and 2024.

Adjusted Net Income and Adjusted Diluted EPS

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Net loss attributable to Baldwin	$	(18,727)	$	(8,377)	$	(7,952)	$	(4,356)
Net loss attributable to noncontrolling interests	(11,510)		(6,098)		(2,528)		(1,886)
Amortization expense	30,394		26,899		82,286		76,334
Share-based compensation	22,017		17,949		51,772		46,764
Change in fair value of contingent consideration	1,980		(952)		8,084		17,276
Transaction-related partnership and integration expenses	2,376		2,047		7,894		9,042
Loss on extinguishment and modification of debt	3,290		389		5,684		15,068
Depreciation	1,649		1,557		4,874		4,619
Severance	1,620		678		4,445		3,554
Other amortization/accretion, net	486		1,422		3,329		4,419
Transformation costs	3,638		—		4,410		—
Income tax expense(1)	—		—		1,885		2,151
Colleague earnout incentives	—		4,327		(1,779)		10,706
Impairment of right-of-use assets	66		—		1,254		—
Gain on divestitures	—		(1,809)		(290)		(38,953)
Loss on interest rate caps, net of cash settlements	—		84		18		2,544
Other(2)	3,286		4,646		17,099		13,410
Adjusted pre-tax income	40,565		42,762		180,485		160,692
Adjusted income taxes(3)	4,016		4,234		17,868		15,909
Adjusted net income	$	36,549	$	38,528	$	162,617	$	144,783

Weighted-average shares of Class A common stock outstanding - diluted	68,605		64,012		67,572		63,001
Dilutive weighted-average shares of Class A common stock	3,265		4,014		3,320		3,570
Exchange of Class B common stock(4)	47,234		50,490		47,991		51,234
Adjusted diluted weighted-average shares outstanding	119,104		118,516		118,883		117,805

Diluted loss per share	$	(0.27)	$	(0.13)	$	(0.12)	$	(0.07)
Effect of exchange of Class B common stock and net loss attributable to noncontrolling interests per share	0.02		0.01		0.03		0.02
Other adjustments to loss per share	0.59

Baldwin Insurance Group, Inc. 10-Q