Baldwin Insurance Group, Inc.

Previous wording

In January of 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.

Current wording

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.

Previous wording

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”), was effective January 1, 2025.

Current wording

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.

Previous wording

•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 U.S., 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.

Current wording

•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.

Previous wording

The insurance brokerage market is seasonal and our results of operations are somewhat affected by seasonal trends. Our adjusted EBITDA and adjusted EBITDA margins 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.

Current wording

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.

Previous wording

Partnerships can significantly impact adjusted EBITDA and adjusted EBITDA margins 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.

Current wording

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.

Previous wording

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Current wording

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

Previous wording

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 six months ended June 30, 2025 and 2024 and the related notes and other financial information included elsewhere in this report.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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 fulling specific targeted Medicare marketing campaigns.

Current wording

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.

Previous wording

Commissions and fees increased $71.6 million, or 10%, for the year-to-date period ended June 30, 2025 compared to the same period of 2024, driven by organic growth in core commissions and fees of $68.9 million related to new and renewal business across client industry sectors, continued outperformance from MSI, and new business growth from the Captive business. In addition, profit-sharing and other revenue grew organically $7.3 million resulting from improvements in loss ratios and the number of policies sold in IAS and MIS and continued strong underwriting performance by MSI. This growth was offset in part by a decrease in commissions and fees of $5.8 million from our Wholesale Business that was sold in March 2024 and for which there were no comparable revenues earned in 2025. Core commissions and fees growth, excluding revenue related to the Wholesale Business during the first half of 2024, was 11%.

Current wording

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%.

Previous wording

Outside commissions increased $4.9 million, or 7%, for the quarter ended June 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 increased contributions from the Capacity Solutions group (which generally does not have significant outside commissions).

Current wording

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).

Previous wording

Outside commissions increased $9.7 million, or 7%, for the year-to-date period ended June 30, 2025 compared to the same period of 2024. After excluding outside commissions of $3.0 million earned by the Wholesale Business during the first half of 2024 for which there was no comparable expense in 2025, outside commissions for UCTS increased $12.7 million, or 10%, which is in line with that of core commissions and fees for the period.

Current wording

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.

Previous wording

Other operating expenses increased $21.8 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024 driven by higher incurred losses and LAE of $8.8 million related to our newly-established Captive business, professional fees of $5.5 million due to increased legal spend, which includes fees related to the setup of the Reciprocal, advertising and marketing of $3.1 million in connection with the continued rollout of our rebranding, technology and software-related costs of $2.3 million, and licenses and taxes of $1.2 million.

Current wording

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.

Previous wording

The change in fair value of contingent consideration was a $2.0 million gain for the quarter ended June 30, 2025 compared to a $5.6 million loss for the same period of 2024, and a $6.1 million loss for the year-to-date period ended June 30, 2025 compared to an $18.2 million loss for the same period of 2024. The fair value gain related to contingent consideration for the second quarter of 2025 was primarily impacted by a gain recognized in reclassifying $1.5 million of colleague earnout incentives to colleague compensation and benefits. 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.

Current wording

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.

Previous wording

Interest expense, net, was relatively flat for the second quarter of 2025 compared to the same period of 2024 resulting from lower average interest rates due to the January 2025 refinancing, offset by higher average borrowings.

Current wording

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.

Previous wording

Interest expense, net, decreased $1.6 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024 resulting from lower average interest rates due to the January 2025 refinancing, 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 an increase in borrowings under our Revolving Facility to fund the settlement of contingent earnout liabilities and certain partnership opportunities, offset by lower expected average interest rates.

Current wording

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.

Previous wording

Gain on divestitures decreased $36.9 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024 driven by a $35.1 million gain recorded during the first half of 2024 in connection with the sale of our Wholesale Business.

Current wording

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.

Previous wording

Loss on extinguishment and modification of debt of $2.4 million for the year-to-date period ended June 30, 2025 relates to the January 2025 refinancing. Loss on extinguishment and modification of debt of $14.7 million for the quarter and year-to-date periods ended June 30, 2024 relates to a debt refinancing completed in May 2024.

Current wording

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.

Previous wording

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:

Current wording

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:

Previous wording

(2)Organic revenue for the three and six months ended June 30, 2024 used to calculate organic revenue growth for the three and six months ended June 30, 2025 was $336.3 million and $708.6 million, respectively, which is adjusted to exclude commissions and fees from divestitures that occurred during 2024 and 2025.

Current wording

(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.

Previous wording

The following table reconciles adjusted net income to net income (loss) 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:

Current wording

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:

Previous wording

IAS commissions and fees increased $15.6 million for the quarter ended June 30, 2025 compared to the same period of 2024, due primarily to organic growth in core commissions and fees. Growth in our core commissions and fees was driven by 22% sales velocity (new business as a percentage of prior year commissions and fees) compared to 25% in the prior-year period. In addition, we experienced 130 bps in underlying rate and exposure in the second quarter of 2025.

Current wording

IAS commissions and fees decreased $0.4 million for the quarter ended September 30, 2025 compared to the same period of 2024, driven by a decrease in profit-sharing and other revenue, offset in part by an increase in core commissions and fees. Growth in our core commissions and fees was driven by 20% sales velocity (new business as a percentage of prior year commissions and fees) compared to 23% in the prior-year period. Organic growth was pressured by 570 bps of headwind in underlying rate and exposure during the quarter, attributable to softening insurance rates, as well as overall lower economic activity.

Previous wording

IAS commissions and fees increased $21.2 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024, due primarily to organic growth in core commissions and fees. Growth in our core commissions and fees was driven by 18% sales velocity compared to 20% in the prior-year period. New business growth was offset by 230 bps of headwind in underlying rate and exposure change year over year, attributable to softening insurance rates, particularly in the property line of business, as well as overall lower economic activity.

Current wording

IAS commissions and fees increased $20.8 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024, due primarily to organic growth in core commissions and fees. Growth in our core commissions and fees was driven by 19% sales velocity compared to 21% in the prior-year period. Organic growth was pressured by 170 bps of headwind in underlying rate and exposure change year over year, attributable to softening insurance rates, particularly in the property line of business, as well as overall lower economic activity.

Previous wording

Colleague compensation and benefits expense for IAS increased $8.5 million for the quarter ended June 30, 2025 compared to the same period of 2024 primarily due to increases in colleague compensation of $4.9 million, benefits and other of $2.9 million, and inside advisor commissions of $2.0 million, offset in part by a decrease in colleague earnout incentives of $1.3 million.

Current wording

Colleague compensation and benefits expense for IAS increased $6.8 million for the quarter ended September 30, 2025 compared to the same period of 2024, primarily due to increases in inside advisor commissions of $6.4 million and colleague compensation of $5.0 million, offset in part by a decrease in colleague earnout incentives of $4.3 million.

Previous wording

Colleague compensation and benefits expense for IAS increased $6.1 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024 primarily due to increases in colleague compensation of $7.0 million and benefits and other of $5.1 million, partially offset by a decrease in colleague earnout incentives of $8.0 million.

Current wording

Colleague compensation and benefits expense for IAS increased $12.9 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024, primarily due to increases in colleague compensation of $12.0 million, inside advisor commissions of $8.8 million and benefits and other of $4.4 million, partially offset by a decrease in colleague earnout incentives of $12.4 million.

Previous wording

Other operating expenses for IAS increased $2.8 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024, due primarily to higher costs for professional fees of $2.2 million and advertising and marketing of $1.4 million, partially offset by lower travel and entertaining of $0.6 million.

Current wording

Other operating expenses for IAS increased $2.0 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024, due primarily to higher costs for professional fees of $3.0 million and advertising and marketing of $1.7 million, partially offset by lower legal settlement expense of $1.1 million.

Previous wording

Amortization expense for IAS decreased $2.8 million and $2.9 million for the quarter and year-to-date periods ended June 30, 2025 compared to the same periods of 2024, as a result of several trade names having reached the end of their useful lives over the past twelve months.

Current wording

Amortization expense for IAS decreased $3.1 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, as a result of several trade names having reached the end of their useful lives over the past twelve months.

Previous wording

The change in fair value of contingent consideration was a $0.5 million gain for the quarter ended June 30, 2025 compared to a $3.8 million loss for the same period of 2024, and a $6.7 million loss for the year-to-date period ended June 30, 2025 compared to a $13.9 million loss for the same period of 2024. The fair value gain for the quarter ended June 30, 2025 was impacted by a gain recognized in reclassifying $1.5 million of colleague earnout incentives to colleague compensation and benefits. The fair value loss for the year-to-date period ended June 30, 2025 was impacted by positive changes in revenue growth trends of certain partners, in addition to a loss recognized in reclassifying $1.6 million of earnouts from colleague compensation and benefits.

Current wording

The change in fair value of contingent consideration for IAS was a $1.5 million loss for the quarter ended September 30, 2025 compared to a $4.2 million gain for the same period of 2024, and a $8.2 million loss for the year-to-date period ended September 30, 2025 compared to a $9.7 million loss for the same period of 2024. The fair value loss for the quarter ended September 30, 2025 was impacted by positive changes in revenue growth trends of certain partners. The fair value loss for the year-to-date period ended September 30, 2025 was impacted by positive changes in revenue growth trends of certain partners, in addition to a loss recognized in reclassifying $1.6 million of earnouts from colleague compensation and benefits.

Previous wording

UCTS generates (i) commissions for underwriting and placing insurance policies and/or treaties on behalf of its insurance company partners and reinsurance company partners; (ii) policy fee and installment fee revenue 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; (iii) profit-sharing income, generally based on the profitability of the underlying book of business of the policies it generates on behalf of its insurance company partners and reinsurance company partners; (iv) fees from service fee arrangements, which are in place with certain customers for a negotiated fee; and (v) assumed premium earned in the Captive business.

Current wording

UCTS generates (i) commissions for underwriting and placing insurance policies and/or treaties on behalf of its insurance company partners and reinsurance company partners; (ii) policy fee and installment fee revenue 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; (iii) profit-sharing income, generally based on the profitability of the underlying book of business of the policies it generates on behalf of its insurance company partners and reinsurance company partners; (iv) fees from service fee arrangements, which are in place with certain clients for a negotiated fee; and (v) assumed premium earned in the Captive business.

Previous wording

UCTS commissions and fees increased $24.7 million for the quarter ended June 30, 2025 compared to the same period of 2024, due primarily to organic growth in core commissions and fees. Growth in our core commissions and fees of $25.2 million for the quarter was driven by continued outperformance in MSI (accounting for $13.3 million of the increase in core commissions and fees), building momentum in our Capacity Solutions group (accounting for $6.5 million of the increase in core commissions and fees), and the introduction of the Captive (accounting for $5.5 million of the increase in core commissions and fees).

Current wording

UCTS commissions and fees increased $17.2 million for the quarter ended September 30, 2025 compared to the same period of 2024, due primarily to organic growth in core commissions and fees. Total growth in our core commissions and fees of $16.2 million for the quarter was driven by continued outperformance in MSI (accounting for $7.7 million of the increase in core commissions and fees), the introduction of the Captive (accounting for $5.9 million of the increase in core commissions and fees), and building momentum in our Capacity Solutions group (accounting for $3.2 million of the increase in core commissions and fees). Total growth in our core commissions and fees included the Partnership contribution of $4.5 million.

Previous wording

UCTS commissions and fees increased $45.9 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024, due primarily to organic growth in core commissions and fees. Growth in our core commissions and fees of $43.0 million for the year-to-date period was driven by continued outperformance in MSI (accounting for $30.8 million of the increase in core commissions and fees), building momentum in our Capacity Solutions group (accounting for $8.0 million of the increase in core commissions and fees), and the introduction of the Captive (accounting for $9.8 million of the increase in core commissions and fees). Growth was partially offset by a decrease in core commissions and fees of $5.5 million from our Wholesale Business that was sold in the first quarter of 2024 and for which there were no comparable revenues earned in 2025. In addition, UCTS profit-sharing and other revenue grew $2.9 million for the year-to-date period driven by continued strong underwriting performance by MSI. Core commissions and fees growth, excluding revenue related to the Wholesale Business during the first half of 2024, was 23%.

Current wording

UCTS commissions and fees increased $63.1 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024, due primarily to organic growth in core commissions and fees. Total growth in our core commissions and fees of $59.2 million for the year-to-date period was driven by continued outperformance in MSI (accounting for $38.5 million of the increase in core commissions and fees), the introduction of the Captive (accounting for $15.7 million of the increase in core commissions and fees), and building momentum in our Capacity Solutions group (accounting for $11.1 million of the increase in core commissions and fees). Total growth in our core commissions and fees included the Partnership contribution of $6.2 million, as well as the impact of the divestiture of our Wholesale Business in the first quarter of 2024 of $(5.5) million. In addition, profit sharing and other increased $3.9 million for the year-to-date period. Core commissions and fees growth, excluding revenue related to the Wholesale Business during 2024, was 19%.

Previous wording

Outside commissions for UCTS consist of outside commissions paid to partners that distribute our MGA products. Outside commissions for UCTS increased $5.7 million, or 9%, for the quarter ended June 30, 2025 compared to the same period of 2024. Outside commissions for the quarter increased at a lower rate than core commissions and fees due to continued scaling of the business, product mix shift and increased contributions from the Capacity Solutions group (which generally does not have significant outside commissions).

Current wording

Outside commissions for UCTS consist of outside commissions paid to partners that distribute our MGA products. Outside commissions for UCTS increased $1.1 million, or 1%, for the quarter ended September 30, 2025 compared to the same period of 2024. Outside commissions for the quarter increased at a lower rate than core commissions and fees due to continued scaling of the business, product mix shift and contributions from the Capacity Solutions group (which generally does not have significant outside commissions).

Previous wording

Outside commissions for UCTS increased $10.6 million, or 9%, for the year-to-date period ended June 30, 2025 compared to the same period of 2024. After excluding outside commissions of $3.0 million attributable to the Wholesale Business during the first half of 2024 for which there was no comparable expense in 2025, outside commissions for UCTS increased $13.6 million, or 12%. Outside commissions for the year-to-date period increased at a lower rate than core commissions and fees due to continued scaling of the business, product mix shift and increased contributions from the Capacity Solutions group (which generally does not have significant outside commissions).

Current wording

Outside commissions for UCTS increased $11.7 million, or 6%, 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 attributable to the Wholesale Business during 2024 for which there was no comparable expense in 2025, outside commissions for UCTS increased $14.7 million, or 8%. Outside commissions for the year-to-date period increased at a lower rate than core commissions and fees due to continued scaling of the business, product mix shift and increased contributions from the Capacity Solutions group (which generally does not have significant outside commissions).

Previous wording

Other operating expenses for UCTS increased $10.5 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024 driven by higher incurred losses and LAE of $8.8 million related to our newly-established Captive business, professional fees of $1.8 million due to increased legal spend, and licenses and taxes of $1.3 million.

Current wording

Other operating expenses for UCTS increased $17.9 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 $2.8 million due to increased legal spend, and licenses and taxes of $1.4 million.

Previous wording

Amortization expense increased $0.6 million and $2.5 million for the quarter and year-to-date periods ended June 30, 2025 compared to the same periods of 2024, respectively, primarily due to an increase in capitalized software.

Current wording

Amortization expense for UCTS increased $1.6 million and $4.1 million for the quarter and year-to-date periods ended September 30, 2025 compared to the same periods of 2024, respectively, primarily due to an increase in capitalized software, as well as our partnership activity.

Previous wording

The change in fair value of contingent consideration was a $1.6 million gain for the quarter ended June 30, 2025 compared to a $1.5 million loss for the same period of 2024, and a $0.8 million gain for the year-to-date period ended June 30, 2025 compared to a $4.3 million loss for the same period of 2024. The fair value gains for the quarter and year-to-date periods ended June 30, 2025 were impacted by negative changes in revenue growth trends of certain partners.

Current wording

The change in fair value of contingent consideration for UCTS was a $0.4 million loss for the quarter ended September 30, 2025 compared to a $3.0 million loss for the same period of 2024, and a $0.4 million gain for the year-to-date period ended September 30, 2025 compared to a $7.4 million loss for the same period of 2024. The fair value gains and losses for the quarter and year-to-date periods ended September 30, 2025 were impacted by both positive and negative changes in revenue growth trends of its partners.

Previous wording

Total other income (expense), net for UCTS decreased $34.3 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024 driven by a $35.1 million gain recorded during the first half of 2024 in connection with the sale of our Wholesale Business.

Current wording

Total other income (expense), net for UCTS decreased $34.5 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.

Previous wording

MIS commissions and fees decreased $0.6 million for the quarter ended June 30, 2025 compared to the same period of 2024, primarily due to a decrease in core commissions and fees, offset in part by an increase in profit-sharing and other. Key drivers of the $2.6 million decrease in MIS core commissions and fees included our legacy Mainstreet business (accounting for $2.2 million of the decrease in core commissions and fees) and our Westwood business (accounting for $0.6 million of the decrease in core commissions and fees). MIS profit-sharing and other revenue increased $2.0 million resulting from improvements in loss ratios and the number of policies sold.

Current wording

MIS commissions and fees increased $5.8 million for the quarter ended September 30, 2025 compared to the same period of 2024. MIS core commissions and fees increased $3.4 million in total resulting from the recently acquired Hippo’s Homebuilder Distribution Network (accounting for $7.4 million of the increase in core commissions and fees), our national mortgage and real estate channel (accounting for $1.0 million of the increase in core commissions and fees) and our legacy Mainstreet business (accounting for $0.7 million of the increase in core commissions and fees). The overall growth was partially offset by lower core commissions and fees from our Medicare business of $2.8 million and our Westwood business of $2.7 million. In addition, MIS profit-sharing and other revenue increased $2.4 million resulting from improvements in loss ratios and the number of policies sold.

Previous wording

MIS commissions and fees increased $5.6 million for the year-to-date period ended June 30, 2025 compared to the same period of 2024, primarily due to profit sharing and other revenue, which increased $3.6 million resulting from improvements in loss ratios and the number of policies sold. In addition, MIS core commissions and fees increased $2.0 million driven by our Westwood business (accounting for $2.2 million of the increase in core commissions and fees) and our legacy Mainstreet business (accounting for $0.3 million of the increase in core commissions and fees).

Current wording

MIS commissions and fees increased $11.3 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024. MIS core commissions and fees increased $5.4 million in total resulting from the recently acquired Hippo’s Homebuilder Distribution Network (accounting for $7.4 million of the increase in core commissions and fees), our national mortgage and real estate channel (accounting for $1.3 million of the increase in core commissions and fees) and our legacy Mainstreet business (accounting for $1.0 million of the increase in core commissions and fees). The overall growth was partially offset by lower core commissions and fees from our Medicare business of $2.8 million. In addition, MIS profit-sharing and other revenue increased $5.9 million resulting from improvements in loss ratios and the number of policies sold.

Previous wording

Other operating expenses for MIS increased $1.2 million and $2.7 million for the quarter and year-to-date periods ended June 30, 2025 compared to the same periods of 2024, respectively, driven by higher legal settlement expense and advertising and marketing costs.

Current wording

Other operating expenses for MIS increased $3.1 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024, driven by higher legal settlement expense of $0.7 million, rent expense of $0.5 million and technology and software-related costs of $0.4 million.