Baldwin Insurance Group (BWIN) director receives Class A stock via deal

Rhea-AI Filing Summary

Baldwin Insurance Group, Inc. director Paul Eugene Sparks reported receiving Class A Common Stock through a prior transaction agreement. On January 2, 2026, a total of 982,606 shares of Class A Common Stock were acquired indirectly by the Paul Sparks Trust, 96,787 shares were acquired indirectly by The Paul Sparks Inheritor's Trust, and 18,042 shares were acquired indirectly through his individual retirement account.

According to the footnotes, these shares represent amounts Sparks was entitled to receive as a former member of Cobbs Allen Capital Holdings, LLC under a Transaction Agreement dated December 2, 2025 among Baldwin Insurance Group, CAC and other parties. The issuance was approved by the company’s Board of Directors pursuant to Rule 16b-3(d)(1), and the trusts are entities for which Sparks acts as trustee while he remains the beneficial owner of the IRA-held shares.

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^*

Sparks Paul Eugene

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		982,606(1)	A	(1)	982,606	I	By Trust(2)
Class A Common Stock	01/02/2026		A		96,787(1)	A	(1)	96,787	I	By Trust(3)
Class A Common Stock	01/02/2026		A		18,042(1)	A	(1)	18,042	I	By IRA(4)

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. These shares of Class A Common Stock represent shares such Reporting Person was entitled to receive as a former member of Cobbs Allen Capital Holdings, LLC ("CAC") pursuant to the terms of that certain Transaction Agreement, dated December 2, 2025 by and among Baldwin Insurance Group, Inc. (the "Company"), CAC and the other parties named therein. The issuance of the shares was approved by the Board of Directors of the Company pursuant to Rule 16b-3(d)(1).

2. These shares are directly held by Paul Sparks Trust, for which such Reporting Person acts as trustee.

3. These shares are directly held by The Paul Sparks Inheritor's Trust, for which such Reporting Person acts as trustee.

4. These shares are directly held by such Reporting Person's individual retirement account, for which the Reporting Person remains the beneficial owner.

Remarks:

	/s/ Seth Cohen, as Attorney-in Fact, for Paul Sparks	01/06/2026
	** 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 did Baldwin Insurance Group (BWIN) disclose in Paul Sparks's Form 4?

The filing shows that director Paul Eugene Sparks reported the acquisition of Baldwin Insurance Group, Inc. Class A Common Stock on January 2, 2026 through trusts and an individual retirement account.

How many Baldwin Insurance Group (BWIN) shares did Paul Sparks report acquiring?

On January 2, 2026, the report lists 982,606 Class A shares held indirectly by the Paul Sparks Trust, 96,787 shares held indirectly by The Paul Sparks Inheritor's Trust, and 18,042 shares held indirectly via his individual retirement account.

Why did Paul Sparks receive Class A Common Stock of Baldwin Insurance Group (BWIN)?

The footnotes state that these Class A Common Stock shares represent amounts he was entitled to receive as a former member of Cobbs Allen Capital Holdings, LLC (CAC) under a Transaction Agreement dated December 2, 2025 among Baldwin Insurance Group, CAC and other parties.

How were the Baldwin Insurance Group (BWIN) share issuances to Paul Sparks approved?

The issuance of the Class A Common Stock to Paul Eugene Sparks was approved by the Board of Directors of Baldwin Insurance Group, Inc. pursuant to Rule 16b-3(d)(1).

How are the Baldwin Insurance Group (BWIN) shares held that are reported for Paul Sparks?

According to the footnotes, shares are held by the Paul Sparks Trust and The Paul Sparks Inheritor's Trust, for which he acts as trustee, and by his individual retirement account, for which he remains the beneficial owner.

What is the relationship of Paul Eugene Sparks to Baldwin Insurance Group (BWIN)?

The reporting person, Paul Eugene Sparks, is identified in the filing as a director of Baldwin Insurance Group, Inc. and the Form 4 is filed as a single reporting person.