Baldwin Insurance (BWIN) withholds shares to cover tax on vesting

Rhea-AI Filing Summary

Baldwin Insurance Group, Inc. officer James Morgan Roche reported a tax-related share disposition. The issuer withheld 501 shares of Class A common stock at $21.06 per share to cover income tax obligations tied to vesting restricted stock. After this withholding, Roche directly holds 322,437 shares of Class A common stock. This was a tax-withholding transaction, not an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Roche James Morgan

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	501	$21.06	$11K

Holdings After Transaction: Class A Common Stock — 322,437 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
03/15/2026

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	03/15/2026		F		501(1)	D	$21.06	322,437	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 shares withheld by the issuer to satisfy income tax withholding obligations in connection with the vesting of restricted Class A common stock reported on a Form 3 filed on January 26, 2024.

Remarks:

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

	/s/ Seth Cohen, as Attorney-in Fact, for James Roche	03/17/2026
	** 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?

Baldwin Insurance Group reported that officer James Morgan Roche had 501 Class A common shares withheld by the company to satisfy income tax obligations arising from vesting restricted stock, a routine tax-withholding disposition rather than an open-market trade.

How many Baldwin Insurance (BWIN) shares were withheld for taxes and at what price?

The company withheld 501 shares of Baldwin Insurance Group Class A common stock at a price of $21.06 per share. This withholding was used to cover income tax obligations related to the vesting of previously granted restricted stock.

Does the Baldwin Insurance (BWIN) Form 4 show an open-market sale by James Morgan Roche?

The Form 4 does not show an open-market sale. It reports a tax-withholding disposition where 501 shares were retained by the issuer to pay income tax on vesting restricted stock, a common non-market administrative transaction for equity compensation.

How many Baldwin Insurance (BWIN) shares does James Morgan Roche hold after this transaction?

Following the tax-withholding transaction, James Morgan Roche directly holds 322,437 shares of Baldwin Insurance Group Class A common stock. This figure reflects his position after the issuer withheld 501 shares to satisfy income tax obligations on restricted stock vesting.

What was the purpose of the 501 Baldwin Insurance (BWIN) shares withheld?

The 501 shares were withheld by Baldwin Insurance Group to satisfy income tax withholding obligations linked to the vesting of restricted Class A common stock, as previously reported on a Form 3, making this a compensation-related tax event rather than a discretionary trade.