Baldwin Insurance Group, Inc.
For the period ended Mar 31, 2026. Filed May 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 4, 2026
BWIN$31.98+0.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001781755-25-000109
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-04.
0001781755-26-000034
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 154 previous paragraphs and 147 current paragraphs.
58 unchanged; 54 reworded; 35 added; 42 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
PARTNERSHIPS
Current report
We utilize partnerships to complement and expand our business. We source partnerships through proprietary deal flow, competitive auctions and cultivated industry relationships. We are currently considering partnership opportunities in all of our operating groups, including businesses to complement or expand our MGA product suite.
Current report
The financial impact of partnerships may affect the comparability of our results from period to period. Our acquisition strategy also entails certain risks, including the risks that we may not be able to successfully source, value, close, integrate and effectively manage businesses that we acquire. To mitigate that risk, we have a professional team focused on finding new partners and integrating new partnerships. Executing on partnership opportunities is a key pillar in our long-term growth strategy.
Current report
We completed three partnerships for an aggregate purchase price of $1.6 billion during the three months ended March 31, 2026 as discussed further below. The operating results of these partnerships have been included in the condensed consolidated statements of comprehensive income (loss) from their respective acquisition dates.
Current report
We acquired the outstanding equity interests of the business of Cobbs Allen Capital Holdings, LLC (“CAC Group”), an IAS partner effective January 1, 2026, to significantly expand Baldwin’s specialty capabilities and strengthen our specialty product lines and data and analytics platform.
Current report
We acquired the outstanding equity interests of Creisoft, Inc. (“Obie”), a UCTS partner effective January 2, 2026, to expand access to embedded insurance distribution capabilities for MSI within UCTS and strengthen its offerings in the rapidly growing real estate investor market.
Current report
We acquired substantially all the assets of Foley Insurance Agency, Inc., doing business as Capstone Group (“Capstone”), an IAS partner effective January 2, 2026, to expand Baldwin’s regional presence and enhance our ability to deliver comprehensive risk management solutions to a wider client base.
Current report
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Current report
Other operating expenses increased $166.1 million year over year. Partnership activity contributed $16.2 million to the increase in other operating expenses in the first quarter of 2026. After excluding partnership activity, other operating expenses increased $149.9 million driven by a $128.8 million increase in Tax Receivable Agreement expense, higher Captive‑related operating expenses of $8.8 million, $7.7 million of transaction-related insurance premiums incurred in connection with the CAC Group partnership, higher professional fees of $4.8 million due to increased legal spend, and higher technology and software-related costs of $2.8 million. The increase in Tax Receivable Agreement expense relates to the recognition of a liability associated with expected future payments under the agreement. Historically, such amounts were not recorded as we did not expect to realize sufficient cash tax benefits. During the period, changes in our tax profile, including the recognition of deferred tax liabilities and other sources of taxable income, resulted in management concluding that a significant portion of the tax benefits associated with prior exchanges is expected to be realized. Accordingly, we recorded a liability representing its estimated obligation to share such realized tax benefits with Baldwin Holdings’ LLC Members. This amount was recorded to other operating expense as it reflects the recognition of previously unrecorded obligations, while future amounts arising from new redemptions or exchanges will be recorded through stockholders’ equity and subsequent changes in any of our estimates after the date of the redemption or exchange, as well as any interest accrued on the Tax Receivable Agreement between our annual tax filing date and the Tax Receivable Agreement payment date, will be recognized in the consolidated statements of comprehensive income (loss).
Current report
Amortization expense increased $29.2 million year over year, driven primarily by the impact of intangible assets recognized in connection with recent partnerships, including those completed in 2025 that are not reflected in our results for the comparative period. The increase also reflects higher amortization of internally developed software placed into service over the past year.
Current report
Loss on extinguishment and modification of debt of $7.4 million for the first quarter of 2026 and $2.4 million for the same period of 2025 relate to debt refinancing transactions completed during those periods.
Current report
(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.
Current report
(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.
Current report
IAS results of operations for the three months ended March 31, 2026 include the results of our CAC Group and Capstone partnerships.
Current report
Colleague compensation and benefits expense for IAS increased $75.0 million year over year. Partnership activity contributed $62.2 million to the increase in colleague compensation and benefits in 2026. After excluding partnership activity, colleague compensation and benefits expense increased $12.7 million, primarily due to inside advisor commissions of $5.1 million, colleague compensation of $2.8 million and benefits and other of $1.3 million, driven by growth and elevated health plan costs.
Current report
Other operating expenses for IAS increased $19.1 million year over year. Partnership activity from CAC Group and Capstone contributed $13.7 million to the increase in other operating expenses in the first quarter of 2026. After excluding partnership activity, other operating expenses increased $5.4 million, primarily due to higher costs for professional fees of $3.3 million from increased legal spend, and technology and software-related costs of $2.3 million.
Current report
Amortization expense for IAS increased $18.0 million year over year, primarily due to the impact of intangible assets recognized in connection with the CAC Group partnership completed in the first quarter of 2026.
Current report
UCTS results of operations for the three months ended March 31, 2026 include the results of our Obie partnership.
Current report
UCTS commissions and fees increased $9.5 million, or 8%, year over year, primarily due to total growth in core commissions and fees of $12.0 million, which includes the Partnership contribution of $8.8 million. Organic growth in core commissions and fees includes $9.9 million from the Captive and $1.4 million from our Capacity Solutions group, offset in part by a $5.7 million reduction in MSI primarily driven by weakness in our E&S home programs as a result of the current property rate environment. In addition, profit sharing and other decreased $2.5 million year over year, driven by a non-recurring profit sharing payment in our real estate investor program received in the prior-year period.
Current report
Outside Commissions
Current report
Other operating expenses for UCTS increased $13.5 million year over year. Partnership activity contributed $2.5 million to the increase in other operating expenses in the first quarter of 2026. After excluding partnership activity, other operating expenses increased $11.1 million, driven primarily by higher Captive‑related operating expenses of $8.8 million, professional fees of $1.9 million from increased legal spend, and technology and software-related costs of $1.2 million, partially offset by a decrease in licenses and taxes of $1.2 million.
Current report
Amortization expense for UCTS increased $5.6 million year over year, primarily due to the amortization of intangible assets recognized in connection with the Obie partnership in the first quarter of 2026, as well as higher amortization of internally developed software placed in service over the past year.
Current report
Colleague compensation and benefits expense for MIS increased $2.6 million year over year. Partnership activity contributed $1.2 million to the increase in colleague compensation and benefits in the first quarter of 2026. After excluding Partnership activity, colleague compensation and benefits increased $1.4 million due to overall growth in the business and elevated health plan costs.
Current report
MIS amortization expense increased $5.3 million year over year, primarily due to the amortization of intangible assets recognized in connection with a partnership completed in 2025 that is not reflected in our results for the comparative period. The increase also reflects higher amortization of internally developed software placed into service over the past year.
Current report
Colleague compensation and benefits expense in Corporate and Other decreased $1.2 million year over year, driven by lower colleague compensation for the current period.
Current report
Outside Commissions
Current report
Other operating expenses in Corporate and Other increased $134.2 million year over year, driven primarily by higher Tax Receivable Agreement expense of $128.8 million and $7.7 million of transaction-related insurance premiums incurred in connection with the CAC Group partnership. The increase in Tax Receivable Agreement expense relates to the recognition of a liability associated with expected future payments under the agreement. Historically, such amounts were not recorded as we did not expect to realize sufficient cash tax benefits. During the period, changes in our tax profile, including the recognition of deferred tax liabilities and other sources of taxable income, resulted in management concluding that a significant portion of the tax benefits associated with prior exchanges is expected to be realized. Accordingly, we recorded a liability representing its estimated obligation to share such realized tax benefits with Baldwin Holdings’ LLC Members. This amount was recorded to other operating expense as it reflects the recognition of previously unrecorded obligations, while future amounts arising from new redemptions or exchanges will be recorded through stockholders’ equity and subsequent changes in any of our estimates after the date of the redemption or exchange, as well as any interest accrued on the Tax Receivable Agreement between our annual tax filing date and the Tax Receivable Agreement payment date, will be recognized in the consolidated statements of comprehensive income (loss).
Current report
Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the LLC Unit exchanges and the resulting amounts we are likely to pay out to current and certain former Baldwin Holdings’ LLC Members pursuant to the Tax Receivable Agreement; however, we estimate that such tax benefits and the related Tax Receivable Agreement payments may be substantial. The estimate of the Tax Receivable Agreement liability recorded assumes no changes in the relevant tax law and that we earn sufficient taxable income to realize all cash tax savings that are subject to the Tax Receivable Agreement. We have recognized a Tax Receivable Agreement liability of $144.6 million on the consolidated balance sheet as of March 31, 2026 based on the undiscounted estimated future payments under the Tax Receivable Agreement. We expect to fund future Tax Receivable Agreement payments with tax distributions from Baldwin Holdings that come from cash on hand and cash generated from operations.
Current report
Future payments with respect to subsequent exchanges would be in addition to these amounts and are expected to be substantial. The Tax Receivable Agreement liability recorded is an estimate and the actual payments could differ materially. In the highly unlikely event of an early termination of the Tax Receivable Agreement, we are required to pay to each holder of the Tax Receivable Agreement an early termination payment equal to the discounted present value of all unpaid Tax Receivable Agreement payments. We have not made, and are not likely to make, an election for an early termination.
Current report
Tax Receivable Agreement Liabilities
Current report
We are a party to the Tax Receivable Agreement with Baldwin Holdings’ LLC Members, which provides for the payment by Baldwin to Baldwin Holdings’ LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that Baldwin actually realizes as a result of (i) an increase in the tax basis of Baldwin Holdings’ assets resulting from (a) previous acquisitions of Baldwin Holdings’ LLC Units by Baldwin, (b) the acquisition of Baldwin Holdings’ LLC Units by Baldwin using the net proceeds from any future offering, (c) redemptions or exchanges of Baldwin Holdings’ LLC Units and the corresponding number of shares of Class B common stock for shares of Class A common stock or cash, or (d) payments under the Tax Receivable Agreement, and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. The cash tax savings in income tax will be computed by comparing the actual income tax liability of Baldwin (calculated with certain assumptions) to the amount of such taxes that Baldwin would have been required to pay had there been no increase to the tax basis of the assets of Baldwin Holdings as a result of the redemptions or exchanges and had Baldwin not entered into the Tax Receivable Agreement.
Current report
Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis of Baldwin Holdings’ assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on the timing of redemptions or exchanges, the price of shares of our Class A common stock at the time of the redemption or exchange, the extent to which such redemptions or exchanges are taxable, the amount and timing of our taxable income, the tax rates then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.
Current report
While the actual calculation of the Tax Receivable Agreement liability does not include significant judgments and uncertainties, the amount of the Tax Receivable Agreement payments and the timing of when they occur does require judgment regarding the timing and generation of future taxable income. Ultimately, the recognition of a Tax Receivable Agreement liability is dependent upon whether or not we generate sufficient taxable income to realize cash tax savings as defined by the Tax Receivable Agreement. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to realize cash tax savings, then we would not be required to make the related Tax Receivable Agreement payments. Therefore, we only recognize a liability for Tax Receivable Agreement payments if we determine it is probable that we will generate sufficient future taxable income over the term of the Tax Receivable Agreement to realize cash tax savings.
Current report
Projecting future taxable income is inherently uncertain and requires judgment. In projecting future taxable income, we consider our historical results and incorporate assumptions from our management’s forecasts and budgets, as well as longer-term assumptions, including revenue growth and operating margins, among other factors.
Current report
During the three months ended March 31, 2026, in part due to estimated future taxable income from the deferred tax liabilities recorded as part of our acquisitions of the CAC Group and Obie, we determined that the Tax Receivable Agreement liabilities associated with tax basis increases generated to date was probable of being payable. Accordingly, we recorded Tax Receivable Agreement liabilities equal to 85% of the tax benefits expected to be realized from the redemptions. We anticipate having sufficient taxable income to be able to realize the benefits and have recorded Tax Receivable Agreement liabilities based on the undiscounted estimated future payments under the Tax Receivable Agreement of $144.6 million.
Removed paragraphs (42)
Previous report
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Previous report
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 report
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.
Previous report
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 report
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 report
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.
Previous report
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 report
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.
Previous report
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 report
Gain on Divestitures
Previous report
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 report
Loss on extinguishment and modification of debt of $3.3 million for the quarter ended September 30, 2025 relates to the September 2025 Refinancing.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
Colleague compensation and benefits expense for UCTS increased $12.6 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024. Partnership activity contributed $3.6 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 divestiture activity during 2024. After excluding colleague compensation and benefits expense related to partnership and divestiture activity, colleague compensation and benefits increased $10.3 million as a result of the growth in UCTS.
Previous report
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 report
Other operating expenses for UCTS increased $7.4 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 $1.0 million due to increased legal spend.
Previous report
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 report
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 report
Total Other Income (Expense), Net
Previous report
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 report
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 report
Colleague compensation and benefits expense for MIS increased $3.4 million for the quarter ended September 30, 2025 compared to the same period of 2024. After excluding colleague compensation and benefits expense related to Partnership activity, colleague compensation and benefits increased $2.5 million, which is in line with the prior-year period as percentage of our core commissions and fees.
Previous report
Colleague compensation and benefits expense for MIS increased $4.9 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024. After excluding colleague compensation and benefits expense related to Partnership activity, colleague compensation and benefits increased $4.0 million, which is in line with the prior-year period as percentage of our core commissions and fees.
Previous report
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.
Previous report
MIS amortization expense increased $4.6 million and $6.8 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.
Previous report
Colleague compensation and benefits expense in Corporate and Other increased $3.4 million and $6.8 million for the quarter and year-to-date periods ended September 30, 2025 compared to the same periods of 2024, respectively, driven by increases in colleague compensation resulting from our continued growth.
Previous report
Other operating expenses in Corporate and Other increased $6.0 million for the year-to-date period ended September 30, 2025 compared to the same period of 2024, due primarily to higher technology and software-related costs of $2.7 million, professional fees of $1.0 million due to increased legal spend, and travel and entertainment of $0.8 million.
Previous report
Interest expense, net, in Corporate and Other was relatively flat for the quarter ended September 30, 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 report
Loss on extinguishment and modification of debt in Corporate and Other 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 report
Tax Receivable Agreement
Previous report
We expect to obtain an increase in our share of the tax basis in the assets of Baldwin Holdings when its LLC Units are redeemed or exchanged for shares of Baldwin’s Class A common stock. This increase in tax basis may have the effect of reducing the future amounts paid to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
Previous report
During the nine months ended September 30, 2025, we redeemed 2,383,868 LLC Units of Baldwin Holdings on a one-for-one basis for shares of Class A common stock and cancelled the corresponding shares of Class B common stock. We receive an increase in our share of the tax basis in the net assets of Baldwin Holdings due to the interests being redeemed. We have assessed the realizability of the net deferred tax assets and in that analysis have considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. We have recorded a full valuation allowance against the deferred tax assets at Baldwin as of September 30, 2025, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.
Previous report
As of September 30, 2025 and December 31, 2024, we have recorded a Tax Receivable Agreement liability of $5.2 million and $4.8 million, respectively, associated with the payments to be made to current or former Baldwin Holdings’ LLC Members subject to the Tax Receivable Agreement.
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Reworded paragraphs (54)
Previous wording
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.
Current wording
The Baldwin Insurance Group, Inc. is a holding company and sole managing member of The Baldwin Insurance Group Holdings, LLC (“Baldwin Holdings”) and its sole material asset is its ownership interest in Baldwin Holdings, through which all of our business 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.
Previous wording
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.
Current wording
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 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 build out 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.
Previous wording
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.
Current wording
We represent over three million clients across the United States and internationally. Our team now comprises approximately 5,000 colleagues—including those who joined us through our January 2026 partnerships. Among them are approximately 900 risk advisors, who are fiercely independent, relentlessly competitive and “insurance geeks.” We have approximately 125 offices in 24 states, all of which are equipped to provide diversified products and services to empower our clients at every stage through our three operating groups.
Previous wording
•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.
Current wording
•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 this is our 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.
Previous 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.
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”). Baldwin holds an investment in Builder Risk Management, LLC, which serves as the Attorney-in-Fact (the “AIF”) for the Reciprocal. 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 held by UCTS.
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 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.
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 Channel, and enhanced digital capabilities focused on improving the risk advisor and client experience. MIS 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 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.
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 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 IAS and MIS 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 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.
Current 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.
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 nine months ended September 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 months ended March 31, 2026 and 2025 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 nine months ended September 30, 2025 and 2024.
Current wording
The following is a discussion of our consolidated results of operations for the three months ended March 31, 2026 and 2025. Consolidated results of operations for the three months ended March 31, 2026 include the results of our CAC Group, Capstone and Obie partnerships from their respective acquisition dates.
Previous wording
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.
Current wording
Commissions and fees increased $118.3 million, or 29%, year over year, driven by commissions and fees contributed by partnership activity of $111.5 million and organic growth in core commissions and fees of $11.3 million, offset in part by lower organic profit-sharing and other revenue of $4.4 million.
Previous wording
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.
Current wording
Colleague compensation and benefits expense increased $85.6 million, or 43%, year over year. Partnership activity contributed $70.1 million, or 35%, to the increase in colleague compensation and benefits in 2026. After excluding partnership activity, colleague compensation and benefits increased $15.5 million, primarily resulting from the overall growth of the business and elevated health plan costs.
Previous 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.
Current wording
The change in fair value of contingent consideration was a $2.0 million loss for the first quarter of 2026 compared to an $8.1 million loss for the same period of 2025. The fair value loss related to contingent consideration for the first quarter of 2026 was impacted by positive changes in revenue growth trends of certain partners.
Previous 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.
Current wording
Interest expense, net, increased $8.9 million year over year, resulting from higher average borrowings, offset in part by a lower average interest rate. We expect interest expense to grow in the near term on a year-over-year basis due to higher borrowings under the JPM Credit Facility to fund partnership opportunities and the settlement of deferred payment obligations, offset slightly by lower expected interest rates.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous 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:
Current 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:
Previous wording
(1) Income and other taxes include the Tax Receivable Agreement expense and other operating tax expense, such as state taxes, under GAAP.
Current wording
(1) Income and other taxes include income tax benefit, Tax Receivable Agreement expense and other operating tax expense, such as state taxes, under GAAP.
Previous wording
(1)Includes the first twelve months of such commissions and fees generated from newly acquired partners.
Current wording
(1)Includes the first 12 months of such commissions and fees generated from newly acquired partners.
Previous 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.
Current wording
(2)Organic revenue for the three months ended March 31, 2025 used to calculate organic revenue growth for the three months ended March 31, 2026 was $410.4 million, which is adjusted to exclude commissions and fees from divestitures that occurred during 2025.
Previous 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:
Current wording
The following table reconciles adjusted net income to net income attributable to Baldwin and reconciles adjusted diluted EPS to diluted earnings per share, which we consider to be the most directly comparable GAAP financial measures:
Previous wording
(1)Income tax expense includes the Tax Receivable Agreement expense.
Current wording
(1)Income tax expense includes income tax benefit and Tax Receivable Agreement expense.
Previous wording
(2)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.
Current wording
(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.
Previous 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.
Current wording
IAS commissions and fees increased $103.0 million, or 45%, year over year, primarily due to the partnership contribution of $94.7 million. Growth in our core commissions and fees was driven by 13% sales velocity (new business as a percentage of prior year commissions and fees) compared to 14% in the prior-year period. Organic growth was pressured by 70 bps headwind in underlying rate and exposure during the current period resulting from continued rate softness, notably in commercial property lines.
Previous 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.
Current wording
The change in fair value of contingent consideration for IAS was a $0.3 million loss for the first quarter of 2026 compared to a $7.1 million loss for the same period of 2025. The fair value loss for the first quarter of 2026 was impacted by positive changes in revenue growth trends of certain partners.
Previous wording
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 with a focus on sheltered channels where our products deliver speed, ease of use and certainty of execution, an example of which is our national embedded renters insurance product sold at point of lease via integrations with property management software providers. Our MGA product suite is now comprised of more than 20 products across personal, commercial and professional lines. UCTS’ Wholesale Business was sold in the first quarter of 2024, and its operations are included in our results through February 29, 2024.
Current wording
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 with a focus on sheltered channels where our products deliver speed, ease of use and certainty of execution, an example of which is our national embedded renters insurance product sold at point of lease via integrations with property management software providers. Our MGA product suite is now comprised of more than 20 products across personal, commercial and professional lines.
Previous wording
Colleague compensation and benefits expense for UCTS increased $6.8 million for the quarter ended September 30, 2025 compared to the same period of 2024. Partnership activity contributed $2.2 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 $4.5 million as a result of the growth in UCTS.
Current wording
Colleague compensation and benefits expense for UCTS increased $9.2 million year over year. Partnership activity contributed $6.6 million to the increase in colleague compensation and benefits in the first quarter of 2026. After excluding partnership activity, colleague compensation and benefits increased $2.6 million as a result of the growth in UCTS and elevated health plan costs.
Previous 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).
Current wording
Outside commissions for UCTS decreased $3.4 million, or 6%, year over year. Outside commissions fluxed 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
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.
Current wording
The change in fair value of contingent consideration for UCTS was a $1.4 million loss for the first quarter of 2026 compared to a $0.7 million loss for the same period of 2025. The fair value loss for the first quarter of 2026 was impacted by positive changes in revenue growth trends of its partners.
Previous 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.
Current wording
MIS commissions and fees increased $3.8 million, or 5%, year over year. MIS core commissions and fees increased $4.2 million in total resulting from the recently acquired Hippo’s Homebuilder Distribution Network (accounting for $7.6 million of the increase in core commissions and fees) and our Mainstreet business (accounting for $1.0 million of the increase in core commissions and fees), partially offset by lower core commissions and fees from our Medicare business of $3.4 million and Westwood business of $1.0 million.
Previous wording
Corporate and Other records the elimination of intercompany commission revenue from the operating groups. During the quarter and year-to-date periods ended September 30, 2025, IAS recorded commission revenue shared with other operating groups of $0.1 million and $0.3 million, respectively, and UCTS recorded commission revenue shared with other operating groups of $17.1 million and $54.0 million, respectively.
Current wording
Corporate and Other records the elimination of intercompany commission revenue from the operating groups. During the first quarter of 2026, IAS recorded commission revenue shared with other operating groups of $0.2 million, and UCTS recorded commission revenue shared with other operating groups of $15.8 million.
Previous wording
Interest expense, net, in Corporate and Other decreased $2.2 million 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.
Current wording
Interest expense, net, in Corporate and Other increased $9.1 million year over year, resulting from higher average borrowings, offset in part by a lower average interest rate. We expect interest expense to grow in the near term on a year-over-year basis due to higher borrowings under the JPM Credit Facility to fund partnership opportunities and the settlement of deferred payment obligations, offset slightly by lower expected interest rates.
Previous wording
Loss on extinguishment and modification of debt in Corporate and Other of $3.3 million for the quarter ended September 30, 2025 relates to the September 2025 Refinancing.
Current wording
Loss on extinguishment and modification of debt in Corporate and Other of $7.4 million for the first quarter of 2026 and $2.4 million for the same period of 2025 relate to debt refinancing transactions completed during the periods.
Previous wording
Our primary liquidity needs for the foreseeable future will include cash to (i) provide capital to facilitate the organic growth of our business and to fund future partnerships, (ii) pay operating expenses, including cash compensation to our colleagues and expenses related to being a public company, (iii) make payments under the Tax Receivable Agreement, (iv) pay interest and principal due on borrowings under the 2024 Credit Facility and the Senior Secured Notes, (v) pay contingent earnout liabilities, (vi) pay income taxes, and (vii) fund potential investments in third party businesses that support the growth of our business, which may include sponsorship of, and a minority, non-controlling interest in, other investment funds, the purpose of which may include facilitating the establishment of additional and alternative capacity that supports the growth of our MSI business.
Current wording
Our primary liquidity needs for the foreseeable future will include cash to (i) provide capital to facilitate the organic growth of our business and to fund future partnerships, (ii) pay operating expenses, including cash compensation to our colleagues and expenses related to being a public company, (iii) make payments under the Tax Receivable Agreement, (iv) pay interest and principal due on borrowings under the JPM Credit Facility and the Senior Secured Notes, (v) pay contingent earnout liabilities, (vi) pay income taxes, and (vii) fund potential investments in third party businesses that support the growth of our business, which may include sponsorship of, and a minority, noncontrolling interest in, other investment funds, the purpose of which may include facilitating the establishment of additional and alternative capacity that supports the growth of our MSI business.
Previous wording
As of September 30, 2025, the 2024 Credit Facility provides for senior secured credit facilities in an aggregate principal amount of $1.61 billion, which consists of (i) a term loan facility in the principal amount of $1.006 billion, bearing interest at a rate of term SOFR, plus an applicable margin of 250 bps, maturing May 24, 2031 (the “2025 Term Loan Facility”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $600 million, bearing interest at SOFR plus 185 bps to SOFR plus 260 bps based on total net leverage ratio, maturing May 24, 2029 (the “Revolving Facility”). As of September 30, 2025, we had $66.0 million outstanding under our Revolving Facility and $10.0 million of undrawn letters of credit issued thereunder.
Current wording
As of March 31, 2026, the JPM Credit Agreement provides for senior secured credit facilities in an aggregate principal amount of $2.2 billion, which consists of (i) the Term Loans in the principal amount of $1.6 billion, bearing interest at a rate of term SOFR, plus an applicable margin of 250 bps, maturing May 24, 2031 and (ii) the Revolving Facility with commitments in an aggregate principal amount of $600 million, bearing interest at SOFR plus 185 bps to SOFR plus 260 bps based on total net leverage ratio, maturing May 24, 2029. As of March 31, 2026, we had $191.0 million outstanding under our Revolving Facility and $16.0 million of undrawn letters of credit issued thereunder.
Previous wording
As of September 30, 2025, Baldwin Holdings also had outstanding $600 million aggregate principal amount of 7.125% senior secured notes due May 15, 2031 (the “Senior Secured Notes”). Refer to Note 10 to our consolidated financial statements included in Part I, Item 1. Financial Statements of this report for more information relating to the terms of the Senior Secured Notes and 2024 Credit Facility.
Current wording
As of March 31, 2026, Baldwin Holdings also had outstanding $600 million aggregate principal amount of 7.125% Senior Secured Notes due May 15, 2031. Refer to Note 10 to our consolidated financial statements included in Part I, Item 1. Financial Statements of this report for more information relating to the terms of the Senior Secured Notes and the JPM Credit Facility.
Previous wording
During September 2025, we 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 objective of the swap, for which we elected hedge accounting, is to manage our exposure to interest rate risk by converting a portion of the floating rate cash flows of the Term Loans into fixed rate payments.
Current wording
We utilize a floating-to-fixed interest rate swap agreement to mitigate our exposure to variability in cash flows due to changes in interest rates on our floating-rate debt. The interest rate swap agreement has a notional amount of $500 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 objective of the swap, for which we elected hedge accounting, is to manage our exposure to interest rate risk by converting a portion of the floating rate cash flows of the Term Loans into fixed rate payments.
Previous wording
In the near term, we intend to fund our earnout obligations with cash and cash equivalents, including unused proceeds from the issuance of the Senior Secured Notes and the 2025 Term Loans, cash flow from operations and available borrowings under the Revolving Facility. From time to time, we will consider raising additional debt or equity financing if and as necessary to support our growth, including in connection with the exploration of partnership opportunities or to refinance existing obligations on an opportunistic basis.
Current wording
In the near term, we intend to fund our earnout obligations with cash and cash equivalents, including unused proceeds from the issuance of the Incremental Term Loans, cash flow from operations and available borrowings under the Revolving Facility. From time to time, we will consider raising additional debt or equity financing if and as necessary to support our growth, including in connection with the exploration of partnership opportunities or to refinance existing obligations on an opportunistic basis.
Previous wording
In addition, we continue to evaluate our capital structure and current market conditions related to our capital structure. In addition to exploring partnership or refinancing opportunities, we may consider, if authorized by our Board of Directors, the repurchase of our common stock in open market or privately negotiated transactions. We have broad discretion over the deployment of our capital and these initiatives may not be successful or could limit our liquidity otherwise available.
Current wording
In addition, we continue to evaluate our capital structure and current market conditions related to our capital structure. In addition to exploring partnership or refinancing opportunities, our Board of Directors has authorized the repurchase of up to $250 million of our outstanding common stock, pursuant to which we have been opportunistically repurchasing our common stock in open market or privately negotiated transactions. We have broad discretion over the deployment of our capital and these initiatives may not be successful or could limit our liquidity otherwise available.
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