The Baldwin Insurance Group, Inc. filed an 8-K on September 14, 2026, disclosing that it entered into an Agreement and Plan of Merger on that same date under which each Class A share would be converted into the right to receive $32.50 in cash.

Key Highlights

  • Merger consideration: Each Class A common share will be converted into $32.50 in cash, without interest, at the effective time of the merger.
  • Acquirer: Parent (Square Acquisition Parent, Inc.) is wholly owned by Sequence AI Holdings, Inc., described in the filing as "a permanent holding company that acquires established enterprises in the service economy."
  • Financing source: DFO Management, LLC, which manages investment assets of Michael Dell and his family, has committed to provide equity financing to Parent to fund the transaction.
  • Board approval: The Merger Agreement was unanimously approved by the Board of Directors, following the unanimous recommendation of a special committee of independent and disinterested directors.
  • Class B shares: Each share of Class B common stock, par value $0.0001 per share, will be canceled for no consideration.
  • Delisting: If the mergers are consummated, the company's securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934.
  • Equity awards: Outstanding Company PSU and RSA awards will generally be converted based on the $32.50 merger consideration, with certain awards subject to continued vesting or contingent cash treatment to address tax considerations.

Baldwin Insurance Group Merger Agreement: Structure, Financing, and Equity Award Treatment

According to the filing, The Baldwin Insurance Group, Inc. (NASDAQ:BWIN) entered into the Merger Agreement on September 14, 2026, with Square Acquisition Parent, Inc. ("Parent"), two merger subsidiaries, and The Baldwin Insurance Group Holdings, LLC ("OpCo LLC"). The transaction is structured as a series of mergers: LLC Merger Sub will merge with and into OpCo LLC, simultaneously Merger Sub will merge with and into the company, and immediately following those initial mergers, a newly formed Delaware limited liability company will merge with and into OpCo LLC. The company disclosed that it would survive the merger as a wholly owned subsidiary of Parent.

The filing states that DFO Management, LLC, described as managing investment assets of Michael Dell, has committed equity financing to Parent and has also provided the company with a limited guarantee covering certain monetary obligations, including any reverse termination fee that may become payable by Parent. Separately, certain lenders have agreed to provide debt financing to Parent pursuant to a debt commitment letter, the filing noted. A majority of holders of Class B shares executed a written consent approving the transactions, according to the filing.

With respect to equity awards, the filing describes differentiated treatment. Company PSU award achievement will be determined but will not exceed the midpoint between "target" and "superior" performance, and earned awards will be converted at the merger consideration. Company RSAs scheduled to vest on or before January 1, 2028 will be converted at $32.50 per share; those with vesting after that date will have the portion that would have vested by January 1, 2028 converted at the merger consideration, while the remainder will be converted into contingent cash awards retaining the original vesting schedule. The filing also notes that closing conditions include adoption of the Merger Agreement, among other customary conditions.

What Was Disclosed

The company filed an 8-K disclosing execution of a Merger Agreement on September 14, 2026, under which Class A shares would be converted into $32.50 in cash per share, with equity financing committed by DFO Management, LLC and debt financing committed by certain lenders.