Baldwin Insurance (BWIN) GC reports PSU vesting and tax withholding

Rhea-AI Filing Summary

Baldwin Insurance Group General Counsel Seth Bala Cohen reported equity compensation activity in Class A common stock. He acquired 10,167 shares at no cost upon settlement of performance-based restricted stock units granted in 2023, which vested based on predetermined performance goals.

To cover income tax withholding obligations related to this award, 2,915 shares were withheld by the company at a price of $16.57 per share. After these transactions, Cohen directly holds 17,717 shares of Baldwin Insurance Group 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^*

Cohen Seth Bala

(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)
	General Counsel

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)		10,167	A	$0	20,632	D
Class A Common Stock	02/23/2026		F(2)		2,915	D	$16.57	17,717	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	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).
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FAQ

What insider transactions did Baldwin Insurance Group (BWIN) report for Seth Bala Cohen?

Baldwin Insurance Group reported that General Counsel Seth Bala Cohen received 10,167 Class A shares from settling performance-based restricted stock units, while 2,915 shares were withheld to cover income tax obligations. These transactions reflect routine equity compensation and related tax withholding, not open-market trading activity.

How many Baldwin Insurance (BWIN) shares did Seth Bala Cohen acquire and at what cost?

Seth Bala Cohen acquired 10,167 Class A common shares at a price of $0.00 per share through settlement of performance-based restricted stock units granted in 2023. The vesting was tied to predetermined performance goals, making the shares effectively a stock-based compensation award.

Why were 2,915 Baldwin Insurance (BWIN) shares disposed of in this Form 4 filing?

The 2,915 Class A shares were withheld by Baldwin Insurance Group at $16.57 per share to satisfy income tax withholding obligations triggered by the share issuance from vested performance-based restricted stock units. This is described as a tax-withholding disposition, not an open-market sale by the insider.

What is Seth Bala Cohen’s Baldwin Insurance (BWIN) shareholding after these transactions?

Following the reported equity award and tax withholding, Seth Bala Cohen directly owns 17,717 shares of Baldwin Insurance Group Class A common stock. This total reflects the 10,167-share PSU settlement offset by 2,915 shares withheld by the issuer to cover associated income tax liabilities.

What type of equity award did Baldwin Insurance (BWIN) settle for Seth Bala Cohen?

The company settled performance-based restricted stock units, or PSUs, granted in 2023 for Seth Bala Cohen. These PSUs converted into 10,167 Class A shares based on achievement of predetermined performance goals, illustrating compensation tied to specific performance criteria rather than time-based vesting alone.

Does the Baldwin Insurance (BWIN) Form 4 show open-market buying or selling by Seth Bala Cohen?

The Form 4 does not show open-market buying or selling. It records an equity award of 10,167 shares from PSU settlement at no cost and a tax-withholding disposition of 2,915 shares retained by the issuer, both categorized as compensation-related transactions rather than discretionary market trades.