Baldwin Insurance Group Files 8-K

Ticker: BWIN · Form: 8-K · Filed: Dec 2, 2025 · CIK: 1781755

Baldwin Insurance Group, Inc. 8-K Filing Summary
FieldDetail
CompanyBaldwin Insurance Group, Inc. (BWIN)
Form Type8-K
Filed DateDec 2, 2025
Risk Levellow
Pages9
Reading Time10 min
Key Dollar Amounts$0.01, $438.0 million, $250.0 million, $70.0 million, $40 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, disclosure

TL;DR

Baldwin Insurance Group filed an 8-K on 12/02/25 covering material agreements and equity sales.

AI Summary

Baldwin Insurance Group, Inc. filed an 8-K on December 2, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company was formerly known as BRP Group, Inc. until a name change on July 5, 2019.

Why It Matters

This 8-K filing provides updates on material agreements and equity transactions, which could impact investor understanding of the company's current operational and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine events and does not appear to contain immediately concerning information.

Key Players & Entities

  • Baldwin Insurance Group, Inc. (company) — Registrant
  • BRP Group, Inc. (company) — Former company name
  • 001-39095 (company) — SEC File Number
  • 61-1937225 (company) — I.R.S. Employer Identification No.
  • December 2, 2025 (date) — Date of earliest event reported
  • July 5, 2019 (date) — Date of name change

FAQ

What specific material definitive agreement is being reported in this 8-K filing?

The filing indicates an 'Entry into a Material Definitive Agreement' as an item of disclosure, but the specific details of the agreement are not provided in the provided text excerpt.

What type of equity securities were sold in the unregistered sale?

The filing lists 'Unregistered Sales of Equity Securities' as an item, but the specific type and details of the securities are not included in the provided text.

What is the primary business of Baldwin Insurance Group, Inc. according to its SIC code?

Baldwin Insurance Group, Inc.'s Standard Industrial Classification (SIC) code is 6411, which corresponds to 'INSURANCE AGENTS BROKERS & SERVICES'.

When did the company officially change its name from BRP Group, Inc. to Baldwin Insurance Group, Inc.?

The company's name was changed from BRP Group, Inc. to Baldwin Insurance Group, Inc. on July 5, 2019.

What is the principal executive office address for Baldwin Insurance Group, Inc.?

The principal executive offices of Baldwin Insurance Group, Inc. are located at 4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607.

Filing Stats: 2,624 words · 10 min read · ~9 pages · Grade level 16.2 · Accepted 2025-12-02 17:04:11

Key Financial Figures

  • $0.01 — stered Class A Common Stock, par value $0.01 per share BWIN Nasdaq Global Select Mar
  • $438.0 million — the Transaction (the "Closing") of (i) $438.0 million in cash (subject to customary purchase
  • $250.0 million — nded (the "Securities Act")), (b) up to $250.0 million of contingent consideration payable in
  • $70.0 million — s (the "Earnout Consideration") and (c) $70.0 million in cash, payable upon the fourth annive
  • $40 million — sue up to an aggregate of approximately $40 million of Class A Common Stock pursuant to the

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025 (the "Signing Date"), The Baldwin Insurance Group, Inc., a Delaware corporation (the "Company"), Red Rock Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub I"), Red Rock Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub II"), Cobbs Allen Capital Holdings, LLC, a Delaware limited liability company (the "Seller"), CAH Holdings, Inc., a Delaware corporation ("CAH Holdings") and Grantland Rice IV and Johnathan Daniel, solely in their capacity as the representatives for the members of the Seller (the "Seller Representatives") entered into a Transaction Agreement (the "Transaction Agreement") pursuant to which, subject to the terms and conditions of the Transaction Agreement, Seller has agreed to sell, and the Company has agreed to purchase, the business of Seller in exchange for the Aggregate Consideration (as defined below). Pursuant to the Transaction Agreement, (a) Merger Sub I will merge with and into CAH Holdings, with CAH Holdings surviving such merger as a wholly owned subsidiary of the Company (the "Initial Surviving Corporation"), (b) the Initial Surviving Corporation will then merge with and into Merger Sub II, with Merger Sub II surviving such merger as a wholly owned subsidiary of the Company (thereafter changing its name to CAH Holdings, LLC), and (c) the Company will purchase from Seller (i) all of the outstanding equity interests (collectively, the "Acquired Interests") in each of (A) CACH Acquisition, LLC, a Delaware limited liability company, and (B) CAC Group Life, LLC, a Delaware limited liability company, and (ii) 60.19 % of the outstanding equity interests in CAC Holdings, LLC, a Delaware limited liability company (the "Transaction"). CAH Holdings and the Acquired Interests represent the full business operations of Seller. Pursuant to the Transaction Agreement, the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure contained in Item 1.01 above with respect to the issuance of the Equity Consideration is hereby incorporated by reference into this Item 3.02. Pursuant to certain other agreements entered into by the Company with respect to other pending acquisitions by the Company (collectively, the "Acquisition Agreements"), the Company may issue up to an aggregate of approximately $40 million of Class A Common Stock pursuant to the terms of the Acquisition Agreements. The amount of shares issuable pursuant to the Acquisition Agreements will be based either on a fixed mutually agreed upon value of the shares or a certain volume weighted average price of the shares prior to the closing of the applicable transaction. The Company has offered such equity to the respective parties in reliance on the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. Under the Transaction Agreement and applicable Acquisition Agreement, the respective sellers have each represented that such seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that each is acquiring such equity for investment purposes and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Press Release On December 2, 2025, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein. Investor Presentation On December 3, 2025, the Company will hold an investor call relating to the Transaction. An investor presentation (the "Presentation") has been made available online in the Investor Relations section of the Company's website for reference during such call. A copy of the Presentation is furnished as Exhibit 99.2 hereto and incorporated by reference herein. This report is neither an offer to sell nor a solicitation of an offer to purchase any securities. The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing. Note Regarding Forward-Looking Statements This report contains statements by the Company that are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company's prospects, plans, business strategy and expected financial and operational results. 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 statements are based on certain assumptions that the Company has made in light of its experience in its industry as well as its perceptions of historical trends, current conditions, expe

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Transaction Agreement, dated December 2, 2025, by and among The Baldwin Insurance Group, Inc., Red Rock Merger Sub I, Inc., Red Rock Merger Sub II, LLC, Cobbs Allen Capital Holdings, LLC, CAH Holdings, Inc., and Grantland Rice IV and Johnathan Daniel, solely in their capacity as the representatives for the members of the Seller 99.1 Press Release issued by The Baldwin Insurance Group, Inc. on December 2, 2025 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the inline XBRL document) __________ * Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Baldwin Insurance Group, Inc. Date: December 2, 2025 By: /s/ Bradford L. Hale Name: Bradford L. Hale Title: Chief Financial Officer

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