Baldwin Insurance Group executes credit agreement amendment on 9/18/2025

Rhea-AI Filing Summary

Baldwin Insurance Group, Inc. filed an 8-K disclosing the execution of Amendment No. 3 to its Amended and Restated Credit Agreement dated September 18, 2025. The amendment is among Baldwin Holdings, the guarantors, the several lenders party to the agreement, and JPMorgan Chase Bank, N.A. as administrative agent. The filing is signed by Bradford L. Hale, Chief Financial Officer. The document references an interactive data file embedded in the inline XBRL document.

Positive

• Amendment No. 3 to the credit agreement was executed on September 18, 2025
• The amendment includes JPMorgan Chase Bank, N.A. as administrative agent, indicating lender participation

Negative

• The filing does not disclose any economic terms or covenant changes, preventing assessment of liquidity or leverage impact
• No details on borrowing capacity, maturity extension, or interest-rate changes are provided, leaving material effects unclear

Insights

Corporate Finance Analyst

TL;DR: A formal amendment to the company credit facility was executed, showing continued lender engagement.

The company executed Amendment No. 3 to its Amended and Restated Credit Agreement on September 18, 2025, with JPMorgan Chase Bank, N.A. serving as administrative agent and multiple lenders as parties. This indicates the company and its lenders have agreed to a contractual change in the borrowing arrangements.

The filing does not disclose the amendment's economic or covenant changes, so the material effect on liquidity, interest costs, or covenant headroom cannot be determined from the disclosed text. Monitor forthcoming filings or the full amendment text for explicit changes to borrowing capacity, maturity, covenants, or pricing within the next reporting cycle.

Debt Markets Specialist

TL;DR: Execution with existing administrative agent suggests routine loan-document management rather than immediate distress signal.

Having the existing administrative agent and ‘‘several lenders’’ participate typically signals lender cooperation to modify facility terms. That can include administrative updates, covenant resets, fee changes, or capacity adjustments; however, none of those specifics are disclosed here.

Because no financial terms or covenant information are provided, investors should look for the full amendment exhibit or subsequent disclosures to assess effects on leverage, liquidity, and refinancing risk within Q4 2025 or the next periodic report.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Baldwin Insurance Group, Inc. false 0001781755 0001781755 2025-09-18 2025-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2025

The Baldwin Insurance Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39095		61-1937225
(State or other jurisdiction of		(Commission		(I.R.S. Employer
incorporation or organization)		File No.)		Identification No.)

4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607

(Address of principal executive offices) (Zip code)

(Registrant’s telephone number, including area code): (866) 279-0698

Not Applicable

(Former Name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share		BWIN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 18, 2025 (the “Closing Date”), The Baldwin Insurance Group Holdings, LLC (formerly known as Baldwin Risk Partners, LLC) (“Baldwin Holdings”), the operating company and direct subsidiary of The Baldwin Insurance Group, Inc. (formerly known as BRP Group, Inc.) (“Baldwin”), as borrower, entered into an amendment to the Credit Agreement (as defined below) (the “Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), certain material subsidiaries of Baldwin Holdings (together with Baldwin Holdings, the “Loan Parties”), as guarantors, and the several banks, financial institutions, institutional investors and other entities party thereto as lenders and letter of credit issuers, pursuant to which that certain Amended and Restated Credit Agreement, dated as of May 24, 2024, among the Loan Parties, the Agent and the several banks, financial institutions, institutional investors and other entities from time to time party thereto as lenders and letter of credit issuers (the “Credit Agreement”), was amended to, among other things, (i) reprice its existing $931.1 million senior secured first lien term loan facility maturing on May 24, 2031 (the “Existing Term Loans”), (ii) provide for $75 million of incremental term B loans (the “New Term Loans”), increasing the aggregate principal amount of the Existing Term Loans to $1,006 million and (iii) reduce the applicable margin for the Revolving Credit Loans (as defined in the Credit Agreement). The New Term Loans were funded on the Closing Date, and Baldwin Holdings intends to use the net proceeds thereof to pay down outstanding borrowings under its revolving credit facility.

The repriced Existing Term Loans and the New Term Loans bear interest at term SOFR, plus an applicable margin of 2.50%. The New Term Loans are otherwise subject to the same terms to which the Existing Term Loans were subject under the Credit Agreement. The new applicable margin with respect to borrowings of the Revolving Credit Loans is based on a total first lien net leverage ratio and ranges from 1.75% to 2.50% in the case of term SOFR loans.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 3 to Amended and Restated Credit Agreement, dated as of September 18, 2025, by and among Baldwin Holdings, the Guarantors party thereto, the several Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				The Baldwin Insurance Group, Inc.
Date: September 18, 2025		By:		/s/ Bradford L. Hale
				Name:		Bradford L. Hale
				Title:		Chief Financial Officer

FAQ

What did Baldwin Insurance Group (BWIN) disclose in the 8-K?

The company disclosed execution of Amendment No. 3 to its Amended and Restated Credit Agreement dated September 18, 2025, signed by CFO Bradford L. Hale.

Who are the parties to the credit agreement amendment?

The amendment is among Baldwin Holdings, the guarantors party thereto, the several lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent.

Does the 8-K state how the amendment affects Baldwin's debt terms?

No. The filing does not provide economic terms, covenant changes, borrowing capacity, maturities, or pricing information.

Is the amendment accompanied by interactive filing data?

Yes. The cover page references an interactive data file embedded within the inline XBRL document.

Who signed the 8-K for Baldwin?

The filing is signed by Bradford L. Hale, Chief Financial Officer.