240K-share restricted stock award to Baldwin Insurance (BWIN) officer Roche

Rhea-AI Filing Summary

Roche James Morgan reported acquisition or exercise transactions in this Form 4 filing.

Baldwin Insurance Group, Inc. reported that officer James Morgan Roche received a grant of 240,000 shares of Class A common stock at a price of $0.0000 per share. After this award, he directly holds 302,810 shares of Class A common stock.

The 240,000-share award consists of restricted stock that vests in four equal installments on January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030, subject to the terms of his restricted stock award agreement and his Second Amended and Restated Employment Agreement dated February 26, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Roche James Morgan

(Last) (First) (Middle)

C/O THE BALDWIN INSURANCE GROUP, INC.

4211 W. BOY SCOUT BLVD., SUITE 800

(Street)

TAMPA FL 33607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Baldwin Insurance Group, Inc. [ BWIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/26/2026		A		240,000(1)	A	$0	302,810	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted shares of Class A common stock that vest in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030, in each case subject to the terms and conditions of Mr. Roche's restricted stock award agreement and his Second Amended and Restated Employment Agreement, dated as of February 26, 2026.

Remarks:

President, The Baldwin Group and CEO, Underwriting, Capacity and Technology Operations

	/s/ Seth Cohen, as Attorney-in Fact, for James Roche	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Baldwin Insurance Group (BWIN) report for James Morgan Roche?

Baldwin Insurance Group reported an award of 240,000 restricted Class A common shares to officer James Morgan Roche at $0.0000 per share. Following this equity grant, he directly owns a total of 302,810 Class A common shares.

How many Baldwin Insurance Group (BWIN) shares does James Morgan Roche own after this Form 4 transaction?

After the reported equity award, James Morgan Roche directly owns 302,810 shares of Baldwin Insurance Group Class A common stock. This total includes the newly granted 240,000 restricted shares subject to future vesting conditions and his existing holdings.

What type of shares were granted to James Morgan Roche by Baldwin Insurance Group (BWIN)?

The company granted James Morgan Roche 240,000 restricted shares of Class A common stock. These are subject to vesting over time and linked to his restricted stock award agreement and Second Amended and Restated Employment Agreement dated February 26, 2026.

What is the vesting schedule for James Morgan Roche’s 240,000 restricted BWIN shares?

The 240,000 restricted Class A shares vest in four equal installments. Vesting dates are January 1, 2027, January 1, 2028, January 1, 2029, and January 1, 2030, subject to the terms of his award and employment agreements.

Was there a purchase price for James Morgan Roche’s Baldwin Insurance Group (BWIN) share grant?

The restricted stock award to James Morgan Roche was reported at a price of $0.0000 per share. This reflects a compensatory equity grant, not an open-market purchase, and is governed by his award and employment agreements.

Is James Morgan Roche’s BWIN share award tied to any specific agreements?

Yes. The vesting of the 240,000 restricted Class A shares is subject to his restricted stock award agreement and his Second Amended and Restated Employment Agreement, dated February 26, 2026, which set the terms and conditions for the grant.