The Baldwin Insurance Group, Inc. filed its quarterly report on Form 10-Q with the SEC for the period ended September 30, 2026, disclosing financial results, capital structure details, and an ongoing go-private transaction that would delist its Class A common stock from Nasdaq.

Key Highlights

  • Share count: As of October 30, 2026, the company reported 98,340,297 shares of Class A common stock and 42,207,430 shares of Class B common stock outstanding.
  • Go-Private Transaction: The filing discloses a Merger Agreement under which Baldwin would survive as a wholly owned subsidiary of Square Acquisition Parent, Inc., with Class A common stock to be delisted from Nasdaq and deregistered under the Exchange Act.
  • Incremental Term Loans: The company entered into $600 million of incremental term loans on January 2, 2026, pursuant to Amendment No. 4 to the JPM Credit Agreement.
  • Operating structure: The operating company subsidiary is The Baldwin Insurance Group Holdings, LLC, referred to in the filing as "Baldwin Holdings."
  • Large accelerated filer: The registrant is classified as a large accelerated filer under Exchange Act Rule 12b-2.
  • Segments disclosed: The filing identifies a Capacity Solutions division that includes Juniper Re (reinsurance brokerage), MultiStrat (reinsurance MGA), and a captive management business.

Baldwin's Business, Capital Structure, and Go-Private Plans in Q3 2026

According to the filing, The Baldwin Insurance Group, Inc. (NASDAQ:BWIN) operates primarily as an insurance brokerage and underwriting platform. Its operating subsidiary, The Baldwin Insurance Group Holdings, LLC, conducts business across segments that include insurance distribution and a division called Capacity Solutions. That division encompasses Juniper Re, described in the filing as a reinsurance brokerage business, MultiStrat, described as a reinsurance managing general agent (MGA) business, and a captive management business. Revenue is generated through what the filing defines as "core commissions and fees," covering commissions, consulting and service fees, policy fees, installment payments, and earned premiums from assumed insurance contracts.

The filing's most significant disclosed event is a pending go-private transaction. Under the terms of a Merger Agreement described in the report, Baldwin would become a wholly owned subsidiary of Square Acquisition Parent, Inc. upon closing. The Class A common stock would then be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, making Baldwin a privately held company. The filing does not state a closing date for this transaction and characterizes it as subject to conditions set forth in the Merger Agreement.

On the debt side, the filing discloses that The Baldwin Insurance Group Holdings, LLC, as borrower, entered into $600 million of incremental term loans on January 2, 2026, under Amendment No. 4 to its JPM Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent. The filing notes that forward-looking statements in the report, including those related to the go-private transaction, are subject to risks and uncertainties and are the company's own characterizations; Baldwin states it is "under no duty to update any of these forward-looking statements after the date of this report," except as required by law.

What Was Disclosed

The Baldwin Insurance Group, Inc. filed a Form 10-Q covering the quarter ended September 30, 2026, reporting its unaudited financial results, a two-class share structure totaling more than 140 million shares, $600 million in incremental term loans entered into earlier in 2026, and an active go-private transaction that would remove the company from public markets if completed under the terms described in the filing.