Baldwin Insurance (NASDAQ: BWIN) CAO awarded 4,744 shares, 1,880 withheld for taxes

Rhea-AI Filing Summary

Baldwin Insurance Group, Inc. Chief Accounting Officer Corbyn N. Lichon reported a mix of equity award and related tax withholding transactions in Class A common stock. On February 23, 2026, Lichon acquired 4,744 shares at a price of $0.00 per share through settlement of performance-based restricted stock units granted in 2023, which vested based on predetermined performance goals.

On the same date, 1,880 shares were disposed of at $16.57 per share, representing shares withheld by the issuer to cover income tax obligations arising from the award. Following these transactions, Lichon directly owned 49,536 shares of Class A common stock.

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

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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^*

Lichon Corbyn N.

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A(1)		4,744	A	$0	51,416	D
Class A Common Stock	02/23/2026		F(2)		1,880	D	$16.57	49,536	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 of Class A common stock issued to the reporting person in settlement of performance-based restricted stock units ("PSUs") granted in 2023. The PSUs settled based on the achievement of predetermined performance goals.

2. Represents shares of Class A common stock withheld by the issuer to satisfy income tax withholding obligations in connection with the issuance of the shares of Class A common stock as disclosed in footnote 1.

Remarks:

	/s/ Seth Cohen, as Attorney-in-Fact, for Corbyn Lichon	02/25/2026
	** 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.
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FAQ

What insider transactions did BWIN Chief Accounting Officer report on February 23, 2026?

The Chief Accounting Officer reported receiving 4,744 shares of Class A common stock from performance-based RSU settlement and a related withholding of 1,880 shares for taxes, both dated February 23, 2026. These transactions reflect equity compensation mechanics, not open-market trading.

How many Baldwin Insurance Group (BWIN) shares did the CAO acquire in the latest Form 4?

The Chief Accounting Officer acquired 4,744 shares of Class A common stock at $0.00 per share through settlement of performance-based restricted stock units granted in 2023. These shares were issued after the company determined performance goals were achieved.

Why were 1,880 BWIN shares disposed of in the Form 4 filing?

The 1,880 Class A common shares were withheld by Baldwin Insurance Group to satisfy income tax withholding obligations tied to the 4,744-share equity award. This tax-withholding disposition used shares instead of cash and does not represent an open-market sale by the executive.

What is the Chief Accounting Officer’s Baldwin Insurance Group (BWIN) share ownership after the reported transactions?

After the February 23, 2026 transactions, the Chief Accounting Officer directly owned 49,536 shares of Baldwin Insurance Group Class A common stock. This figure reflects both the 4,744-share award and the 1,880 shares withheld to cover income tax obligations.

What triggered the equity award reported in Baldwin Insurance Group (BWIN) Form 4?

The equity award was triggered by settlement of performance-based restricted stock units granted in 2023. The PSUs converted into 4,744 shares of Class A common stock after Baldwin Insurance Group confirmed achievement of predetermined performance goals associated with that grant.

Was the BWIN insider Form 4 transaction an open-market buy or sell?

No, the Form 4 shows a grant and tax withholding, not open-market trades. The insider received 4,744 shares from PSU settlement and 1,880 shares were withheld by the issuer to meet income tax obligations associated with that stock issuance.