The Baldwin Group Announces First Quarter 2026 Results

5/4/26 4:05:00 PM ET

$BWIN

Specialty Insurers

Finance

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— First Quarter Total Revenue Growth of 29% to $532.2 Million; Organic Revenue Growth⁽¹⁾ of 2% —

— First Quarter Net Loss of $1.9 Million; Adjusted EBITDA⁽²⁾ Growth of 21% to $137.2 Million —

— First Quarter Diluted Earnings Per Share of $0.02; Adjusted Diluted EPS⁽³⁾ of $0.63 —

— First Quarter Net Loss Margin of 0%; Adjusted EBITDA Margin⁽²⁾ of 26% —

The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. ("Baldwin" or the "Company") (NASDAQ:BWIN), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial clients, today announced its results for the first quarter ended March 31, 2026.

FIRST QUARTER 2026 HIGHLIGHTS

Total revenue increased 29% year-over-year to $532.2 million

Organic revenue growth of 2% year-over-year

GAAP net loss of $1.9 million and GAAP diluted earnings per share of $0.02

Adjusted net income⁽³⁾ of $89.3 million

Adjusted diluted EPS decreased 3% year-over-year to $0.63

Adjusted EBITDA grew 21% to $137.2 million

Net loss margin of 0%

Adjusted EBITDA margin of 25.8% compared to 27.5% in the prior-year period

Net cash used in operating activities of $6.1 million

Adjusted free cash flow⁽⁴⁾ of $(0.2) million

"Our first quarter results demonstrate the durability and accelerating earnings power of our differentiated platform," said Trevor Baldwin, Chief Executive Officer of The Baldwin Group. "Total revenue grew 29% to $532.2 million and adjusted EBITDA grew 21% to $137.2 million, reflecting strong early contributions from our January partnerships—led by CAC Group—alongside continued execution across our core operating groups. CAC Group integration is meaningfully ahead of plan, with approximately 80% of targeted three-year expense synergies already actioned and revenue cross-sell wins materializing at scale more quickly than anticipated. Normalized organic growth of approximately 9%⁽⁵⁾ inclusive of new partnerships underscores the trajectory of the business. We remain firmly on track to deliver accelerating organic growth through the year, exiting 2026 on a double-digit organic growth run rate and to continue advancing our $3B/30 Catalyst transformation program."

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, cash and cash equivalents were $146 million and the Company had $393 million of borrowing capacity under its revolving credit facility.

WEBCAST AND CONFERENCE CALL INFORMATION

Baldwin will host a webcast and conference call to discuss first quarter 2026 results today at 5:00 PM ET. A live webcast and a slide presentation of the conference call will be available on Baldwin's investor relations website at ir.baldwin.com. The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at ir.baldwin.com for one year following the call.

ABOUT THE BALDWIN GROUP

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

FOOTNOTES

(1)		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. Organic revenue is also adjusted to exclude the first 12 months of commissions and fees generated from new partners during the three months ended March 31, 2026. Organic revenue and organic revenue growth are non-GAAP measures. Reconciliation of organic revenue and organic revenue growth to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

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

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

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

(5)		Refer to our first quarter 2026 earnings supplement, available on our website at ir.baldwin.com, for a reconciliation of normalized organic growth inclusive of January 2026 partnerships.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)

	For the Three Months Ended March 31,
(in thousands, except per share data)	2026			2025
Revenues:
Commissions and fees	$	528,861		$	410,531
Investment income		3,374			2,874
Total revenues		532,235			413,405

Operating expenses:
Colleague compensation and benefits		283,612			198,020
Outside commissions		66,679			65,823
Other operating expenses		224,163			58,019
Amortization expense		55,047			25,882
Change in fair value of contingent consideration		1,969			8,061
Depreciation expense		2,031			1,583
Total operating expenses		633,501			357,388

Operating income (loss)		(101,266	)		56,017

Other income (expense):
Interest expense, net		(38,900	)		(29,976	)
Gain on divestitures		—			1,401
Loss on extinguishment and modification of debt		(7,409	)		(2,394	)
Other income (expense), net		647			(150	)
Total other expense, net		(45,662	)		(31,119	)

Income (loss) before income taxes and share of net earnings of equity method investee		(146,928	)		24,898
Share of net earnings of equity method investee		511			—
Income (loss) before income taxes		(146,417	)		24,898
Less: income tax benefit		(144,521	)		—
Net income (loss)		(1,896	)		24,898
Less: net income (loss) attributable to noncontrolling interests		(4,237	)		10,959
Net income attributable to Baldwin	$	2,341		$	13,939

Basic earnings per share	$	0.02		$	0.21
Diluted earnings per share	$	0.02		$	0.20
Weighted-average shares of Class A common stock outstanding - basic		93,798			66,067
Weighted-average shares of Class A common stock outstanding - diluted		96,828			69,328

Net income (loss)	$	(1,896	)	$	24,898
Other comprehensive income		3,292			—
Comprehensive income		1,396			24,898
Less: comprehensive income (loss) attributable to noncontrolling interests		(3,191	)		10,959
Comprehensive income attributable to Baldwin	$	4,587		$	13,939

THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Balance Sheets
(Unaudited)

(in thousands, except share and per share data)	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	146,409		$	123,669
Fiduciary cash		309,712			223,228
Assumed premiums, commissions and fees receivable, net		447,619			342,136
Fiduciary receivables		669,960			497,035
Prepaid expenses and other current assets		20,778			13,650
Total current assets		1,594,478			1,199,718
Property and equipment, net		31,498			22,502
Right-of-use assets		83,409			61,976
Other assets		96,373			82,419
Intangible assets, net		1,484,739			978,434
Goodwill		2,652,131			1,517,171
Total assets	$	5,942,628		$	3,862,220
Liabilities, Mezzanine Equity and Stockholders' Equity
Current liabilities:
Fiduciary liabilities	$	979,672		$	720,263
Commissions payable		93,438			50,933
Accrued expenses and other current liabilities		285,867			252,560
Current portion of contingent earnout liabilities		115,468			9,004
Total current liabilities		1,474,445			1,032,760
Revolving line of credit		191,000			107,000
Long-term debt, less current portion		2,153,414			1,566,122
Contingent earnout liabilities, less current portion		219,916			14,289
Operating lease liabilities, less current portion		74,578			57,651
Tax Receivable Agreement liabilities		144,570			—
Deferred tax liabilities		4,650			—
Other liabilities		128,400			—
Total liabilities		4,390,973			2,777,822
Commitments and contingencies
Mezzanine equity:
Redeemable noncontrolling interest		537			519
Stockholders' equity:
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 96,647,096 and 71,779,608 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		966			718
Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 45,213,446 and 46,703,818 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		5			5
Additional paid-in capital		1,235,101			844,236
Accumulated deficit		(274,870	)		(245,236	)
Accumulated other comprehensive income		2,738			492
Total stockholders' equity attributable to Baldwin		963,940			600,215
Noncontrolling interest		587,178			483,664
Total stockholders' equity		1,551,118			1,083,879
Total liabilities, mezzanine equity and stockholders' equity	$	5,942,628		$	3,862,220

THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	For the Three Months Ended March 31,
(in thousands)	2026			2025
Cash flows from operating activities:
Net income (loss)	$	(1,896	)	$	24,898
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		57,078			27,465
Change in fair value of contingent consideration		1,969			8,061
Share-based compensation expense		12,818			12,803
Payment of contingent earnout consideration in excess of purchase price accrual		(5,876	)		(78,193	)
Gain on divestitures		—			(1,401	)
Amortization of deferred financing costs		1,665			1,422
Other operating activity		(1,160	)		726
Changes in operating assets and liabilities:
Assumed premiums, commissions and fees receivable, net		(55,666	)		(47,789	)
Prepaid expenses and other current assets		(6,627	)		(6,708	)
Right-of-use assets		8,811			3,775
Accounts payable, accrued expenses and other current liabilities		2,423			9,892
Colleague earnout incentives		—			(14,854	)
Operating lease liabilities		(4,739	)		(4,080	)
Deferred taxes		(14,873	)		—
Net cash used in operating activities		(6,073	)		(63,983	)
Cash flows from investing activities:
Cash consideration paid for business combinations, net of cash received		(452,377	)		—
Deferred payments for business combinations		(25,000	)		—
Capital expenditures		(12,664	)		(8,933	)
Investments in and loans for business ventures		(87	)		(620	)
Proceeds from divestitures, net of cash transferred		—			1,401
Cash consideration paid for asset acquisitions		(1,076	)		(460	)
Net cash used in investing activities		(491,204	)		(8,612	)
Cash flows from financing activities:
Change in fiduciary receivables and liabilities, net		(17,509	)		(5,444	)
Repurchase of common stock		(46,966	)		—
Proceeds from revolving line of credit		245,000			9,000
Payments on revolving line of credit		(161,000	)		(9,000	)
Proceeds from refinancing of long-term debt		600,000			935,800
Payments relating to extinguishment and modification of long-term debt		—			(835,800	)
Payments on long-term debt		(6,538	)		(2,340	)
Payments of deferred financing costs		(4,040	)		—
Payment of contingent earnout consideration up to amount of purchase price accrual		—			(32,841	)
Other financing activity		(2,446	)		(488	)
Net cash provided by financing activities		606,501			58,887
Net increase (decrease) in cash and cash equivalents and fiduciary cash		109,224			(13,708	)
Cash and cash equivalents and fiduciary cash at beginning of period		346,897			312,769
Cash and cash equivalents and fiduciary cash at end of period	$	456,121		$	299,061

NON-GAAP FINANCIAL MEASURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Adjusted EBITDA and Adjusted EBITDA Margin

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

	For the Three Months Ended March 31,
(in thousands, except percentages)	2026			2025
Revenues	$	532,235		$	413,405

Net income (loss)	$	(1,896	)	$	24,898
Adjustments to net income (loss):
Amortization expense		55,047			25,882
Interest expense, net		39,207			29,976
Transaction closing costs		17,668			—
Income and other taxes⁽¹⁾		(14,148	)		1,471
Share-based compensation		12,818			12,803
Transaction-related partnership and integration expenses		8,173			1,533
Loss on extinguishment and modification of debt		7,409			2,394
Transformation costs⁽²⁾		3,059			545
Depreciation expense		2,031			1,583
Change in fair value of contingent consideration		1,969			8,061
Severance		1,815			1,207
Colleague earnout incentives		—			(3,269	)
Gain on divestitures		—			(1,401	)
Other⁽³⁾		4,096			8,112
Adjusted EBITDA	$	137,248		$	113,795

Net income (loss) margin		—	%		6	%
Adjusted EBITDA margin		25.8	%		27.5	%

__________
(1)		Income and other taxes include income tax benefit, Tax Receivable Agreement expense and other operating tax expense, such as state taxes, under GAAP.
(2)		Transformation costs represent certain non-recurring colleague compensation and technology-related expenses related to our $3B/30 Catalyst Program, which is designed to accelerate the infusion of automation, business process optimization and artificial intelligence to transform and elevate our workforce and unlock new avenues for growth.
(3)		Other addbacks to adjusted EBITDA include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.

Organic Revenue and Organic Revenue Growth

The following table reconciles organic revenue and organic revenue growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:

	For the Three Months Ended March 31,
(in thousands, except percentages)	2026			2025
Commissions and fees	$	528,861		$	410,531
Partnership commissions and fees⁽¹⁾		(111,485	)		—
Organic revenue	$	417,376		$	410,531
Organic revenue growth⁽²⁾	$	6,933		$	38,219
Organic revenue growth %⁽²⁾		2	%		10	%

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

Adjusted Net Income and Adjusted Diluted EPS

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

	For the Three Months Ended March 31,
(in thousands, except per share data)	2026			2025
Net income attributable to Baldwin	$	2,341		$	13,939
Net income (loss) attributable to noncontrolling interests		(4,237	)		10,959
Amortization expense		55,047			25,882
Transaction closing costs		17,668			—
Income tax expense⁽¹⁾		(14,194	)		1,200
Share-based compensation		12,818			12,803
Transaction-related partnership and integration expenses		8,173			1,533
Loss on extinguishment and modification of debt		7,409			2,394
Transformation costs⁽²⁾		3,059			545
Depreciation		2,031			1,583
Change in fair value of contingent consideration		1,969			8,061
Severance		1,815			1,207
Other amortization/accretion, net		1,103			1,422
Colleague earnout incentives		—			(3,269	)
Gain on divestitures		—			(1,401	)
Other⁽³⁾		4,096			8,112
Adjusted pre-tax income		99,098			84,970
Adjusted income taxes⁽⁴⁾		9,811			8,412
Adjusted net income	$	89,287		$	76,558

Weighted-average shares of Class A common stock outstanding - diluted		96,828			69,328
Exchange of Class B common stock⁽⁵⁾		45,963			49,045
Adjusted diluted weighted-average shares outstanding		142,791			118,373

Diluted earnings per share	$	0.02		$	0.20
Effect of exchange of Class B common stock and net income (loss) attributable to noncontrolling interests per share		(0.03	)		0.01
Other adjustments to earnings per share		0.71			0.51
Adjusted income taxes per share		(0.07	)		(0.07	)
Adjusted diluted EPS	$	0.63		$	0.65

___________
(1)		Income tax expense includes income tax benefit and Tax Receivable Agreement expense.
(2)		Transformation costs represent certain non-recurring colleague compensation and technology-related expenses related to our $3B/30 Catalyst Program, which is designed to accelerate the infusion of automation, business process optimization and artificial intelligence to transform and elevate our workforce and unlock new avenues for growth.
(3)		Other addbacks to adjusted net income include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.
(4)		Represents corporate income taxes at an assumed effective tax rate of 9.9% applied to adjusted pre-tax income.
(5)		Assumes the full exchange of Class B common stock for Class A common stock pursuant to the Amended LLC Agreement.

Adjusted Net Cash Provided by Operating Activities ("Adjusted Free Cash Flow")

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

	For the Three Months Ended March 31,
(in thousands)	2026			2025
Net cash used in operating activities	$	(6,073	)	$	(63,983	)
Adjustments to net cash used in operating activities:
Payment of contingent earnout consideration in excess of purchase price accrual		5,876			78,193
Payment of colleague earnout incentives		—			11,599
Adjusted free cash flow	$	(197	)	$	25,809

COMMONLY USED DEFINED TERMS

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

Amended LLC Agreement		Third Amended and Restated Limited Liability Company Agreement of The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), as amended
clients		Our insureds
colleagues		Our employees
GAAP		Accounting principles generally accepted in the United States of America
insurance company partners		Insurance companies with which we have a contractual relationship
partners		Companies that we have acquired, or in the case of asset acquisitions, the producers
partnerships		Strategic acquisitions made by the Company
SEC		U.S. Securities and Exchange Commission

View source version on businesswire.com: https://www.businesswire.com/news/home/20260504557837/en/

MEDIA RELATIONS

Anna Rozenich, Senior Director, Enterprise Communications

The Baldwin Group

630.561.5907 | anna.rozenich@baldwin.com

INVESTOR RELATIONS

Bonnie Bishop, Executive Director, Investor Relations

The Baldwin Group

813.259.8032 | IR@baldwin.com

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Recent Analyst Ratings for

$BWIN

Date	Price Target	Rating	Analyst
2/27/2026	$30.00	Outperform → Strong Buy	Raymond James
2/25/2026		Buy	TD Cowen
12/12/2025	$25.00	Underweight → Equal Weight	Wells Fargo
10/13/2025		Outperform → Market Perform	BMO Capital Markets
8/7/2025	$40.00	Strong Buy → Outperform	Raymond James
4/8/2025	$45.00	Overweight → Neutral	Analyst
3/27/2025	$53.00	Outperform	BMO Capital Markets
12/11/2024	$43.00 → $41.00	Equal Weight → Underweight	Wells Fargo

More analyst ratings

The Baldwin Group Announces First Quarter 2026 Results

5/4/26 4:05:00 PM ET

$BWIN

Specialty Insurers

Finance

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— First Quarter Total Revenue Growth of 29% to $532.2 Million; Organic Revenue Growth⁽¹⁾ of 2% —

— First Quarter Net Loss of $1.9 Million; Adjusted EBITDA⁽²⁾ Growth of 21% to $137.2 Million —

— First Quarter Diluted Earnings Per Share of $0.02; Adjusted Diluted EPS⁽³⁾ of $0.63 —

— First Quarter Net Loss Margin of 0%; Adjusted EBITDA Margin⁽²⁾ of 26% —

FIRST QUARTER 2026 HIGHLIGHTS

Total revenue increased 29% year-over-year to $532.2 million

Organic revenue growth of 2% year-over-year

GAAP net loss of $1.9 million and GAAP diluted earnings per share of $0.02

Adjusted net income⁽³⁾ of $89.3 million

Adjusted diluted EPS decreased 3% year-over-year to $0.63

Adjusted EBITDA grew 21% to $137.2 million

Net loss margin of 0%

Adjusted EBITDA margin of 25.8% compared to 27.5% in the prior-year period

Net cash used in operating activities of $6.1 million

Adjusted free cash flow⁽⁴⁾ of $(0.2) million

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, cash and cash equivalents were $146 million and the Company had $393 million of borrowing capacity under its revolving credit facility.

WEBCAST AND CONFERENCE CALL INFORMATION

A webcast replay of the call will be available at ir.baldwin.com for one year following the call.

ABOUT THE BALDWIN GROUP

FOOTNOTES

(1)		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. Organic revenue is also adjusted to exclude the first 12 months of commissions and fees generated from new partners during the three months ended March 31, 2026. Organic revenue and organic revenue growth are non-GAAP measures. Reconciliation of organic revenue and organic revenue growth to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

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

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

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

(5)		Refer to our first quarter 2026 earnings supplement, available on our website at ir.baldwin.com, for a reconciliation of normalized organic growth inclusive of January 2026 partnerships.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)

	For the Three Months Ended March 31,
(in thousands, except per share data)	2026			2025
Revenues:
Commissions and fees	$	528,861		$	410,531
Investment income		3,374			2,874
Total revenues		532,235			413,405

Operating expenses:
Colleague compensation and benefits		283,612			198,020
Outside commissions		66,679			65,823
Other operating expenses		224,163			58,019
Amortization expense		55,047			25,882
Change in fair value of contingent consideration		1,969			8,061
Depreciation expense		2,031			1,583
Total operating expenses		633,501			357,388

Operating income (loss)		(101,266	)		56,017

Other income (expense):
Interest expense, net		(38,900	)		(29,976	)
Gain on divestitures		—			1,401
Loss on extinguishment and modification of debt		(7,409	)		(2,394	)
Other income (expense), net		647			(150	)
Total other expense, net		(45,662	)		(31,119	)

Income (loss) before income taxes and share of net earnings of equity method investee		(146,928	)		24,898
Share of net earnings of equity method investee		511			—
Income (loss) before income taxes		(146,417	)		24,898
Less: income tax benefit		(144,521	)		—
Net income (loss)		(1,896	)		24,898
Less: net income (loss) attributable to noncontrolling interests		(4,237	)		10,959
Net income attributable to Baldwin	$	2,341		$	13,939

Basic earnings per share	$	0.02		$	0.21
Diluted earnings per share	$	0.02		$	0.20
Weighted-average shares of Class A common stock outstanding - basic		93,798			66,067
Weighted-average shares of Class A common stock outstanding - diluted		96,828			69,328

Net income (loss)	$	(1,896	)	$	24,898
Other comprehensive income		3,292			—
Comprehensive income		1,396			24,898
Less: comprehensive income (loss) attributable to noncontrolling interests		(3,191	)		10,959
Comprehensive income attributable to Baldwin	$	4,587		$	13,939

THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Balance Sheets
(Unaudited)

(in thousands, except share and per share data)	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	146,409		$	123,669
Fiduciary cash		309,712			223,228
Assumed premiums, commissions and fees receivable, net		447,619			342,136
Fiduciary receivables		669,960			497,035
Prepaid expenses and other current assets		20,778			13,650
Total current assets		1,594,478			1,199,718
Property and equipment, net		31,498			22,502
Right-of-use assets		83,409			61,976
Other assets		96,373			82,419
Intangible assets, net		1,484,739			978,434
Goodwill		2,652,131			1,517,171
Total assets	$	5,942,628		$	3,862,220
Liabilities, Mezzanine Equity and Stockholders' Equity
Current liabilities:
Fiduciary liabilities	$	979,672		$	720,263
Commissions payable		93,438			50,933
Accrued expenses and other current liabilities		285,867			252,560
Current portion of contingent earnout liabilities		115,468			9,004
Total current liabilities		1,474,445			1,032,760
Revolving line of credit		191,000			107,000
Long-term debt, less current portion		2,153,414			1,566,122
Contingent earnout liabilities, less current portion		219,916			14,289
Operating lease liabilities, less current portion		74,578			57,651
Tax Receivable Agreement liabilities		144,570			—
Deferred tax liabilities		4,650			—
Other liabilities		128,400			—
Total liabilities		4,390,973			2,777,822
Commitments and contingencies
Mezzanine equity:
Redeemable noncontrolling interest		537			519
Stockholders' equity:
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 96,647,096 and 71,779,608 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		966			718
Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 45,213,446 and 46,703,818 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		5			5
Additional paid-in capital		1,235,101			844,236
Accumulated deficit		(274,870	)		(245,236	)
Accumulated other comprehensive income		2,738			492
Total stockholders' equity attributable to Baldwin		963,940			600,215
Noncontrolling interest		587,178			483,664
Total stockholders' equity		1,551,118			1,083,879
Total liabilities, mezzanine equity and stockholders' equity	$	5,942,628		$	3,862,220

THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	For the Three Months Ended March 31,
(in thousands)	2026			2025
Cash flows from operating activities:
Net income (loss)	$	(1,896	)	$	24,898
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		57,078			27,465
Change in fair value of contingent consideration		1,969			8,061
Share-based compensation expense		12,818			12,803
Payment of contingent earnout consideration in excess of purchase price accrual		(5,876	)		(78,193	)
Gain on divestitures		—			(1,401	)
Amortization of deferred financing costs		1,665			1,422
Other operating activity		(1,160	)		726
Changes in operating assets and liabilities:
Assumed premiums, commissions and fees receivable, net		(55,666	)		(47,789	)
Prepaid expenses and other current assets		(6,627	)		(6,708	)
Right-of-use assets		8,811			3,775
Accounts payable, accrued expenses and other current liabilities		2,423			9,892
Colleague earnout incentives		—			(14,854	)
Operating lease liabilities		(4,739	)		(4,080	)
Deferred taxes		(14,873	)		—
Net cash used in operating activities		(6,073	)		(63,983	)
Cash flows from investing activities:
Cash consideration paid for business combinations, net of cash received		(452,377	)		—
Deferred payments for business combinations		(25,000	)		—
Capital expenditures		(12,664	)		(8,933	)
Investments in and loans for business ventures		(87	)		(620	)
Proceeds from divestitures, net of cash transferred		—			1,401
Cash consideration paid for asset acquisitions		(1,076	)		(460	)
Net cash used in investing activities		(491,204	)		(8,612	)
Cash flows from financing activities:
Change in fiduciary receivables and liabilities, net		(17,509	)		(5,444	)
Repurchase of common stock		(46,966	)		—
Proceeds from revolving line of credit		245,000			9,000
Payments on revolving line of credit		(161,000	)		(9,000	)
Proceeds from refinancing of long-term debt		600,000			935,800
Payments relating to extinguishment and modification of long-term debt		—			(835,800	)
Payments on long-term debt		(6,538	)		(2,340	)
Payments of deferred financing costs		(4,040	)		—
Payment of contingent earnout consideration up to amount of purchase price accrual		—			(32,841	)
Other financing activity		(2,446	)		(488	)
Net cash provided by financing activities		606,501			58,887
Net increase (decrease) in cash and cash equivalents and fiduciary cash		109,224			(13,708	)
Cash and cash equivalents and fiduciary cash at beginning of period		346,897			312,769
Cash and cash equivalents and fiduciary cash at end of period	$	456,121		$	299,061

NON-GAAP FINANCIAL MEASURES

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

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

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

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

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

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

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

Adjusted EBITDA and Adjusted EBITDA Margin

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

	For the Three Months Ended March 31,
(in thousands, except percentages)	2026			2025
Revenues	$	532,235		$	413,405

Net income (loss)	$	(1,896	)	$	24,898
Adjustments to net income (loss):
Amortization expense		55,047			25,882
Interest expense, net		39,207			29,976
Transaction closing costs		17,668			—
Income and other taxes⁽¹⁾		(14,148	)		1,471
Share-based compensation		12,818			12,803
Transaction-related partnership and integration expenses		8,173			1,533
Loss on extinguishment and modification of debt		7,409			2,394
Transformation costs⁽²⁾		3,059			545
Depreciation expense		2,031			1,583
Change in fair value of contingent consideration		1,969			8,061
Severance		1,815			1,207
Colleague earnout incentives		—			(3,269	)
Gain on divestitures		—			(1,401	)
Other⁽³⁾		4,096			8,112
Adjusted EBITDA	$	137,248		$	113,795

Net income (loss) margin		—	%		6	%
Adjusted EBITDA margin		25.8	%		27.5	%

__________
(1)		Income and other taxes include income tax benefit, Tax Receivable Agreement expense and other operating tax expense, such as state taxes, under GAAP.
(2)		Transformation costs represent certain non-recurring colleague compensation and technology-related expenses related to our $3B/30 Catalyst Program, which is designed to accelerate the infusion of automation, business process optimization and artificial intelligence to transform and elevate our workforce and unlock new avenues for growth.
(3)		Other addbacks to adjusted EBITDA include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.

Organic Revenue and Organic Revenue Growth

The following table reconciles organic revenue and organic revenue growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:

	For the Three Months Ended March 31,
(in thousands, except percentages)	2026			2025
Commissions and fees	$	528,861		$	410,531
Partnership commissions and fees⁽¹⁾		(111,485	)		—
Organic revenue	$	417,376		$	410,531
Organic revenue growth⁽²⁾	$	6,933		$	38,219
Organic revenue growth %⁽²⁾		2	%		10	%

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

Adjusted Net Income and Adjusted Diluted EPS

	For the Three Months Ended March 31,
(in thousands, except per share data)	2026			2025
Net income attributable to Baldwin	$	2,341		$	13,939
Net income (loss) attributable to noncontrolling interests		(4,237	)		10,959
Amortization expense		55,047			25,882
Transaction closing costs		17,668			—
Income tax expense⁽¹⁾		(14,194	)		1,200
Share-based compensation		12,818			12,803
Transaction-related partnership and integration expenses		8,173			1,533
Loss on extinguishment and modification of debt		7,409			2,394
Transformation costs⁽²⁾		3,059			545
Depreciation		2,031			1,583
Change in fair value of contingent consideration		1,969			8,061
Severance		1,815			1,207
Other amortization/accretion, net		1,103			1,422
Colleague earnout incentives		—			(3,269	)
Gain on divestitures		—			(1,401	)
Other⁽³⁾		4,096			8,112
Adjusted pre-tax income		99,098			84,970
Adjusted income taxes⁽⁴⁾		9,811			8,412
Adjusted net income	$	89,287		$	76,558

Weighted-average shares of Class A common stock outstanding - diluted		96,828			69,328
Exchange of Class B common stock⁽⁵⁾		45,963			49,045
Adjusted diluted weighted-average shares outstanding		142,791			118,373

Diluted earnings per share	$	0.02		$	0.20
Effect of exchange of Class B common stock and net income (loss) attributable to noncontrolling interests per share		(0.03	)		0.01
Other adjustments to earnings per share		0.71			0.51
Adjusted income taxes per share		(0.07	)		(0.07	)
Adjusted diluted EPS	$	0.63		$	0.65

___________
(1)		Income tax expense includes income tax benefit and Tax Receivable Agreement expense.
(2)		Transformation costs represent certain non-recurring colleague compensation and technology-related expenses related to our $3B/30 Catalyst Program, which is designed to accelerate the infusion of automation, business process optimization and artificial intelligence to transform and elevate our workforce and unlock new avenues for growth.
(3)		Other addbacks to adjusted net income include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.
(4)		Represents corporate income taxes at an assumed effective tax rate of 9.9% applied to adjusted pre-tax income.
(5)		Assumes the full exchange of Class B common stock for Class A common stock pursuant to the Amended LLC Agreement.

Adjusted Net Cash Provided by Operating Activities ("Adjusted Free Cash Flow")

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

	For the Three Months Ended March 31,
(in thousands)	2026			2025
Net cash used in operating activities	$	(6,073	)	$	(63,983	)
Adjustments to net cash used in operating activities:
Payment of contingent earnout consideration in excess of purchase price accrual		5,876			78,193
Payment of colleague earnout incentives		—			11,599
Adjusted free cash flow	$	(197	)	$	25,809

COMMONLY USED DEFINED TERMS

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

Amended LLC Agreement		Third Amended and Restated Limited Liability Company Agreement of The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), as amended
clients		Our insureds
colleagues		Our employees
GAAP		Accounting principles generally accepted in the United States of America
insurance company partners		Insurance companies with which we have a contractual relationship
partners		Companies that we have acquired, or in the case of asset acquisitions, the producers
partnerships		Strategic acquisitions made by the Company
SEC		U.S. Securities and Exchange Commission

View source version on businesswire.com: https://www.businesswire.com/news/home/20260504557837/en/

MEDIA RELATIONS

Anna Rozenich, Senior Director, Enterprise Communications

The Baldwin Group

630.561.5907 | anna.rozenich@baldwin.com

INVESTOR RELATIONS

Bonnie Bishop, Executive Director, Investor Relations

The Baldwin Group

813.259.8032 | IR@baldwin.com

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Recent Analyst Ratings for

$BWIN

Date	Price Target	Rating	Analyst
2/27/2026	$30.00	Outperform → Strong Buy	Raymond James
2/25/2026		Buy	TD Cowen
12/12/2025	$25.00	Underweight → Equal Weight	Wells Fargo
10/13/2025		Outperform → Market Perform	BMO Capital Markets
8/7/2025	$40.00	Strong Buy → Outperform	Raymond James
4/8/2025	$45.00	Overweight → Neutral	Analyst
3/27/2025	$53.00	Outperform	BMO Capital Markets
12/11/2024	$43.00 → $41.00	Equal Weight → Underweight	Wells Fargo

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