Form 8-K

8-K — Baldwin Insurance Group, Inc.

Accession: 0001781755-26-000047

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001781755

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bwin-20260730.htm (Primary)

EX-99.1 (ex99-1fy2026q2earningsrele.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bwin-20260730.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

______________________________

The Baldwin Insurance Group, Inc.

(Exact name of registrant as specified in its charter)

______________________________

Delaware 001-39095 61-1937225

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

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

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

(Address of principal executive offices) (Zip code)

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

Not Applicable

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

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

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

Emerging Growth Company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2026, The Baldwin Insurance Group, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release issued by The Baldwin Insurance Group, Inc. on July 30, 2026

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

SIGNATURES

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

The Baldwin Insurance Group, Inc.

Date: July 30, 2026 By: /s/ Bradford L. Hale

Name: Bradford L. Hale

Title: Chief Financial Officer

EX-99.1

Filename: ex99-1fy2026q2earningsrele.htm · Sequence: 2

Document

Exhibit 99.1

THE BALDWIN GROUP ANNOUNCES SECOND QUARTER 2026 RESULTS

— Second Quarter Total Revenue Growth of 30% to $492.9 Million —

— Second Quarter Net Loss of $56.0 Million; Adjusted EBITDA(1) Growth of 37% to $116.7 Million —

— Second Quarter Diluted Loss Per Share of $0.42; Adjusted Diluted EPS(2) of $0.48 —

— Second Quarter Net Loss Margin of 11%; Adjusted EBITDA Margin(1) of 24% —

— Second Quarter Net Cash Provided by Operating Activities of $45.6 Million; Adjusted Free Cash Flow(3) Increased 437% to $46.4 Million —

— Year-to-Date Net Cash Provided by Operating Activities of $39.5 Million; Adjusted Free Cash Flow Increased 34% to $46.2 Million —

TAMPA, FLORIDA - July 30, 2026 - The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. (“Baldwin” or the “Company”) (NASDAQ: BWIN), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial clients, today announced its results for the second quarter ended June 30, 2026.

SECOND QUARTER 2026 HIGHLIGHTS

•Total revenue increased 30% year-over-year to $492.9 million

•Organic revenue growth(4) of 2% year-over-year

•CAC Group total revenue growth(5) of 23% year-over-year

•GAAP net loss of $56.0 million and GAAP diluted loss per share of $0.42

•Adjusted net income(2) of $68.5 million

•Adjusted diluted EPS increased 14% year-over-year to $0.48

•Adjusted EBITDA grew 37% to $116.7 million

•Net loss margin of 11%

•Adjusted EBITDA margin of 23.7%, a 110 basis point expansion compared to 22.6% in the prior-year period

•Net cash provided by operating activities of $45.6 million

•Adjusted free cash flow increased 437% year-over-year to $46.4 million

“We are thrilled with our momentum as reflected in our strong second quarter results. Total revenue grew 30% to $492.9 million, adjusted EBITDA grew 37% to $116.7 million, and adjusted free cash flow increased 437% to $46.4 million,” said Trevor Baldwin, Chief Executive Officer of The Baldwin Group. “As we previously highlighted, we have largely lapped the idiosyncratic, one-time headwinds that we believe will transition into tailwinds for our business in the back half of 2026. When combined with the strong contribution from our recent partnerships, we continue to win market share at an outsized rate, evidenced by sales velocity of 30% in our combined IAS business and normalized organic growth of 8%. This is a testament to the depth of expertise, value delivered to clients, and commitment from our dedicated colleagues.”

Baldwin added, “We remain excited for the opportunities we have ahead of us and what we can achieve in the coming year for shareholders, clients and colleagues.”

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2026, cash and cash equivalents were $184.5 million and the Company had $259.4 million of borrowing capacity under its revolving credit facility.

SIX MONTHS 2026 RESULTS

•Revenue increased 29% year-over-year to $1.0 billion

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

•CAC Group total revenue growth of 25% year-over-year

•GAAP net loss of $57.9 million and GAAP diluted loss per share of $0.39

•Adjusted net income of $157.8 million

•Adjusted diluted EPS grew 5% year-over-year to $1.11

•Adjusted EBITDA grew 27% year-over-year to $254.0 million

•Net loss margin of 6%

•Adjusted EBITDA margin was 24.8% compared to 25.2% in the prior-year period

•Net cash provided by operating activities of $39.5 million

•Adjusted free cash flow increased 34% year-over-year to $46.2 million

WEBCAST AND CONFERENCE CALL INFORMATION

Baldwin will host a live audio webcast today at 5:00 PM Eastern Time to discuss the Company’s second quarter 2026 performance, including management’s perspectives on the business. The live audio webcast will be accessible via Baldwin’s investor relations website at ir.baldwin.com and a replay of the webcast will be available at ir.baldwin.com for approximately one year.

ABOUT THE BALDWIN GROUP

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

FOOTNOTES

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

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

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

(4) Organic revenue for the three and six months ended June 30, 2025 used to calculate organic revenue growth for the three and six months ended June 30, 2026 was $376.3 million and $786.8 million, respectively, which is adjusted to exclude commissions and fees from divestitures that occurred during 2025. Organic revenue is also adjusted to exclude the first 12 months of commissions and fees generated from new partners during the three and six months ended June 30, 2026. Organic revenue and organic revenue growth are non-GAAP measures. Reconciliation of organic revenue and organic revenue growth to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(5) CAC Group total revenue growth is calculated as standalone CAC Group GAAP revenue for the three and six months ended June 30, 2026 compared to CAC Group GAAP revenue for the three and six months ended June 30, 2025.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

CONTACTS

MEDIA RELATIONS

Anna Rozenich, Senior Director, Enterprise Communications

The Baldwin Group

630.561.5907 | anna.rozenich@baldwin.com

INVESTOR RELATIONS

Bonnie Bishop, Executive Director, Investor Relations

The Baldwin Group

813.259.8032 | IR@baldwin.com

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

For the Three Months

Ended June 30, For the Six Months

Ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

Revenues:

Commissions and fees $ 488,789 $ 376,249 $ 1,017,650 $ 786,780

Investment income 4,150 2,562 7,524 5,436

Total revenues 492,939 378,811 1,025,174 792,216

Operating expenses:

Colleague compensation and benefits 264,323 195,471 547,935 393,491

Outside commissions 71,798 73,586 138,477 139,409

Other operating expenses 94,058 56,119 318,221 114,138

Amortization expense 56,027 26,010 111,074 51,892

Change in fair value of contingent consideration 12,303 (1,957) 14,272 6,104

Depreciation expense 2,773 1,642 4,804 3,225

Total operating expenses 501,282 350,871 1,134,783 708,259

Operating income (loss)

(8,343) 27,940 (109,609) 83,957

Other income (expense):

Interest expense, net (45,666) (31,320) (84,566) (61,296)

Gain (loss) on divestitures — (1,111) — 290

Loss on extinguishment and modification of debt (129) — (7,538) (2,394)

Other income (expense), net (2,423) 35 (1,776) (115)

Total other expense, net (48,218) (32,396) (93,880) (63,515)

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

(56,561) (4,456) (203,489) 20,442

Share of net earnings of equity method investee 664 — 1,175 —

Income (loss) before income taxes

(55,897) (4,456) (202,314) 20,442

Less: income tax expense (benefit) 84 685 (144,437) 685

Net income (loss)

(55,981) (5,141) (57,877) 19,757

Less: net income (loss) attributable to noncontrolling interests

(16,986) (1,977) (21,223) 8,982

Net income (loss) attributable to Baldwin

$ (38,995) $ (3,164) $ (36,654) $ 10,775

Basic earnings (loss) per share

$ (0.42) $ (0.05) $ (0.39) $ 0.16

Diluted earnings (loss) per share

$ (0.42) $ (0.05) $ (0.39) $ 0.15

Weighted-average shares of Class A common stock outstanding - basic 92,761 68,010 93,278 67,045

Weighted-average shares of Class A common stock outstanding - diluted 92,761 68,010 93,278 70,393

Net income (loss)

$ (55,981) $ (5,141) $ (57,877) $ 19,757

Other comprehensive income 3,343 — 6,635 —

Comprehensive income (loss)

(52,638) (5,141) (51,242) 19,757

Less: comprehensive income (loss) attributable to noncontrolling interests

(15,932) (1,977) (19,123) 8,982

Comprehensive income (loss) attributable to Baldwin

$ (36,706) $ (3,164) $ (32,119) $ 10,775

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data) June 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 184,499 $ 123,669

Fiduciary cash 426,189 223,228

Assumed premiums, commissions and fees receivable, net 433,617 342,136

Fiduciary receivables 782,194 497,035

Prepaid expenses and other current assets 19,592 13,650

Total current assets 1,846,091 1,199,718

Property and equipment, net 33,377 22,502

Right-of-use assets 81,552 61,976

Other assets 111,257 82,419

Intangible assets, net 1,450,040 978,434

Goodwill 2,652,407 1,517,171

Total assets $ 6,174,724 $ 3,862,220

Liabilities, Mezzanine Equity and Stockholders’ Equity

Current liabilities:

Fiduciary liabilities $ 1,208,383 $ 720,263

Commissions payable 97,040 50,933

Accrued expenses and other current liabilities 294,241 252,560

Current portion of contingent earnout liabilities 120,901 9,004

Total current liabilities 1,720,565 1,032,760

Revolving line of credit 302,000 107,000

Long-term debt, less current portion 2,150,725 1,566,122

Contingent earnout liabilities, less current portion 225,923 14,289

Operating lease liabilities, less current portion 75,128 57,651

Tax Receivable Agreement liabilities 144,570 —

Deferred tax liabilities 4,650 —

Other liabilities 129,376 —

Total liabilities 4,752,937 2,777,822

Commitments and contingencies

Mezzanine equity:

Redeemable noncontrolling interest 614 519

Stockholders’ equity:

Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 96,368,518 and 71,779,608 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

964 718

Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 43,059,762 and 46,703,818 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

4 5

Additional paid-in capital 1,246,901 844,236

Accumulated deficit (368,468) (245,236)

Accumulated other comprehensive income 5,027 492

Total stockholders’ equity attributable to Baldwin 884,428 600,215

Noncontrolling interest 536,745 483,664

Total stockholders’ equity 1,421,173 1,083,879

Total liabilities, mezzanine equity and stockholders’ equity $ 6,174,724 $ 3,862,220

THE BALDWIN INSURANCE GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the Six Months

Ended June 30,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income (loss)

$ (57,877) $ 19,757

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

Depreciation and amortization

115,878 55,117

Change in fair value of contingent consideration 14,272 6,104

Share-based compensation expense 33,519 29,755

Deferred taxes (14,873) —

Payment of contingent earnout consideration in excess of purchase price accrual (6,739) (85,090)

Gain on divestitures — (290)

Amortization of deferred financing costs 8,633 2,843

Other operating activity (2,602) 766

Changes in operating assets and liabilities:

Assumed premiums, commissions and fees receivable, net (46,138) (53,896)

Prepaid expenses and other current assets (6,866) (4,916)

Right-of-use assets 13,531 7,950

Accounts payable, accrued expenses and other current liabilities (3,731) (19,727)

Colleague earnout incentives — (31,824)

Operating lease liabilities (7,521) (7,253)

Net cash provided by (used in) operating activities 39,486 (80,704)

Cash flows from investing activities:

Cash consideration paid for business combinations, net of cash received (447,503) (11,699)

Capital expenditures (27,848) (20,310)

Deferred payments for business combinations (25,000) —

Cash consideration paid for asset acquisitions (12,052) (460)

Investments in and loans for business ventures (8,465) (15,633)

Proceeds from divestitures, net of cash transferred — 1,901

Net cash used in investing activities (520,868) (46,201)

Cash flows from financing activities:

Change in fiduciary receivables and liabilities, net 98,968 55,283

Repurchase of common stock (126,833) —

Proceeds from revolving line of credit

371,000 121,000

Payments on revolving line of credit (176,000) (9,000)

Proceeds from refinancing of long-term debt 600,000 935,800

Payments relating to extinguishment and modification of long-term debt — (835,800)

Payments on long-term debt

(10,561) (4,679)

Payments of deferred financing costs (4,040) —

Payment of contingent earnout consideration up to amount of purchase price accrual — (64,256)

Other financing activity (7,361) (510)

Net cash provided by financing activities 745,173 197,838

Net increase in cash and cash equivalents and fiduciary cash 263,791 70,933

Cash and cash equivalents and fiduciary cash at beginning of period 346,897 312,769

Cash and cash equivalents and fiduciary cash at end of period $ 610,688 $ 383,702

NON-GAAP FINANCIAL MEASURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Adjusted EBITDA and Adjusted EBITDA Margin

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

For the Three Months

Ended June 30, For the Six Months

Ended June 30,

(in thousands, except percentages) 2026 2025 2026 2025

Revenues $ 492,939 $ 378,811 $ 1,025,174 $ 792,216

Net income (loss)

$ (55,981) $ (5,141) $ (57,877) $ 19,757

Adjustments to net income (loss):

Amortization expense 56,027 26,010 111,074 51,892

Interest expense, net(1)

46,140 31,320 85,347 61,296

Share-based compensation 20,701 16,952 33,519 29,755

Transaction-related partnership and integration expenses 14,695 3,985 22,868 5,518

Transaction closing costs — — 17,668 —

Change in fair value of contingent consideration 12,303 (1,957) 14,272 6,104

Income and other taxes(2)

1,084 1,348 (13,064) 2,819

Transformation costs(3)

6,441 227 9,500 772

Loss on extinguishment and modification of debt 129 — 7,538 2,394

Severance 3,874 1,618 5,689 2,825

Depreciation expense 2,773 1,642 4,804 3,225

Colleague earnout incentives — 1,490 — (1,779)

Impairment of right-of-use assets — 1,188 — 1,188

Loss (gain) on divestitures — 1,111 — (290)

Other(4)

8,554 5,719 12,650 13,831

Adjusted EBITDA $ 116,740 $ 85,512 $ 253,988 $ 199,307

Net income (loss) margin (11) % (1) % (6) % 2 %

Adjusted EBITDA margin 23.7 % 22.6 % 24.8 % 25.2 %

__________

(1) Interest expense, net does not include interest income on surplus notes.

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

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

(4) 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 June 30, For the Six Months

Ended June 30,

(in thousands, except percentages) 2026 2025 2026 2025

Commissions and fees

$ 488,789 $ 376,249 $ 1,017,650 $ 786,780

Partnership commissions and fees(1)

(106,755) (1,980) (218,240) (1,980)

Organic revenue $ 382,034 $ 374,269 $ 799,410 $ 784,800

Organic revenue growth(2)

$ 5,697 $ 37,973 $ 12,630 $ 76,192

Organic revenue growth %(2)

2 % 11 % 2 % 11 %

__________

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

(2) Organic revenue for the three and six months ended June 30, 2025 used to calculate organic revenue growth for the three and six months ended June 30, 2026 was $376.3 million and $786.8 million, respectively, which is adjusted to exclude commissions and fees from divestitures that occurred during 2025.

Adjusted Net Income and Adjusted Diluted EPS

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

For the Three Months

Ended June 30, For the Six Months

Ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

Net income (loss) attributable to Baldwin $ (38,995) $ (3,164) $ (36,654) $ 10,775

Net income (loss) attributable to noncontrolling interests (16,986) (1,977) (21,223) 8,982

Amortization expense 56,027 26,010 111,074 51,892

Share-based compensation 20,701 16,952 33,519 29,755

Transaction-related partnership and integration expenses 14,695 3,985 22,868 5,518

Transaction closing costs — — 17,668 —

Change in fair value of contingent consideration 12,303 (1,957) 14,272 6,104

Income tax expense(1)

84 685 (14,110) 1,885

Transformation costs(2)

6,441 227 9,500 772

Loss on extinguishment and modification of debt 129 — 7,538 2,394

Other amortization/accretion, net 6,406 1,421 7,509 2,843

Severance 3,874 1,618 5,689 2,825

Depreciation 2,773 1,642 4,804 3,225

Colleague earnout incentives — 1,490 — (1,779)

Impairment of right-of-use assets — 1,188 — 1,188

Loss (gain) on divestitures — 1,111 — (290)

Other(3)

8,554 5,719 12,650 13,831

Adjusted pre-tax income 76,006 54,950 175,104 139,920

Adjusted income taxes(4)

7,524 5,440 17,335 13,852

Adjusted net income $ 68,482 $ 49,510 $ 157,769 $ 126,068

Weighted-average shares of Class A common stock outstanding - diluted 92,761 68,010 93,278 70,393

Dilutive weighted-average shares of Class A common stock 4,189 3,436 3,614 —

Exchange of Class B common stock(5)

44,373 47,717 45,163 48,377

Adjusted diluted weighted-average shares outstanding 141,323 119,163 142,055 118,770

Diluted earnings (loss) per share

$ (0.42) $ (0.05) $ (0.39) $ 0.15

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

0.02 0.01 (0.02) 0.02

Other adjustments to earnings (loss) per share

0.93 0.51 1.64 1.01

Adjusted income taxes per share (0.05) (0.05) (0.12) (0.12)

Adjusted diluted EPS $ 0.48 $ 0.42 $ 1.11 $ 1.06

___________

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

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

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

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

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

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

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

For the Three Months

Ended June 30, For the Six Months

Ended June 30,

(in thousands) 2026 2025 2026 2025

Net cash provided by (used in) operating activities $ 45,559 $ (16,721) $ 39,486 $ (80,704)

Adjustments to net cash provided by (used in) operating activities:

Payment of contingent earnout consideration in excess of purchase price accrual 863 6,897 6,739 85,090

Payment of colleague earnout incentives — 18,462 — 30,061

Adjusted free cash flow $ 46,422 $ 8,638 $ 46,225 $ 34,447

COMMONLY USED DEFINED TERMS

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

Amended LLC Agreement Third Amended and Restated Limited Liability Company Agreement of The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), as amended

clients Our insureds

colleagues Our employees

GAAP Accounting principles generally accepted in the United States of America

insurance company partners Insurance companies with which we have a contractual relationship

partners Companies that we have acquired, or in the case of asset acquisitions, the producers

partnerships Strategic acquisitions made by the Company

SEC U.S. Securities and Exchange Commission

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