Baldwin Insurance (BWIN) officer granted shares, some withheld for taxes

Rhea-AI Filing Summary

Baldwin Insurance Group, Inc. officer James Morgan Roche reported equity compensation activity involving Class A common stock. He acquired 29,544 shares at $0.00 per share as settlement of performance-based restricted stock units granted in 2023, after predetermined performance goals were achieved. To cover income tax withholding on this issuance, 8,847 shares were withheld by the company at $16.57 per share, a tax-withholding disposition rather than an open-market sale. Following these transactions, he directly holds 62,810 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

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)
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)		29,544	A	$0	71,657	D
Class A Common Stock	02/23/2026		F(2)		8,847	D	$16.57	62,810	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 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:

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

	/s/ Seth Cohen, as Attorney-in Fact, for James Roche	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.
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 (BWIN) insider James Morgan Roche report on this Form 4?

James Morgan Roche reported equity compensation activity, receiving Class A common stock from settled performance-based RSUs and having a portion withheld for taxes. These transactions reflect compensation settlement, not open-market buying or selling by the officer.

How many Baldwin Insurance (BWIN) shares did James Morgan Roche receive?

He received 29,544 shares of Baldwin Insurance Class A common stock. These shares were issued as settlement of performance-based restricted stock units granted in 2023, after the company determined that predetermined performance goals had been achieved.

Why were some Baldwin Insurance (BWIN) shares disposed of in this Form 4?

The filing shows 8,847 shares were withheld by Baldwin Insurance to satisfy income tax withholding obligations. This tax-withholding disposition is recorded under transaction code F and does not represent an open-market sale of shares by the insider.

What is James Morgan Roche’s Baldwin Insurance (BWIN) shareholding after these transactions?

After the grant and tax withholding, James Morgan Roche directly holds 62,810 shares of Baldwin Insurance Class A common stock. This figure reflects his updated direct ownership position following settlement of the performance-based restricted stock units.

What do the performance-based RSUs in the Baldwin Insurance (BWIN) Form 4 represent?

The performance-based RSUs were granted in 2023 and settled into Class A shares based on predetermined performance goals. When those goals were achieved, the RSUs converted into 29,544 shares issued to James Morgan Roche as part of his equity compensation.