Baldwin Insurance (BWIN) officer granted 34,807 shares, 14,679 withheld for taxes

Rhea-AI Filing Summary

Baldwin Insurance Group, Inc. officer James Morgan Roche reported receiving 34,807 shares of Class A common stock on March 3, 2026 as an annual bonus for the fiscal year ended December 31, 2025. The shares were granted at a stated price of $0.00 per share.

On the same date, 14,679 shares of Class A common stock were withheld by the company at $22.29 per share to cover income tax withholding obligations related to this bonus grant. After these transactions, Roche directly owned 322,938 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^*

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)
03/03/2026

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	03/03/2026		A		34,807(1)	A	$0	337,617	D
Class A Common Stock	03/03/2026		F		14,679(2)	D	$22.29	322,938	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. These shares of Class A common stock were received by the reporting person as an annual bonus payment for the fiscal year ended December 31, 2025.

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	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BWIN officer James Morgan Roche report?

James Morgan Roche reported an equity bonus and related tax withholding. He received 34,807 Class A shares as an annual bonus and had 14,679 shares withheld by Baldwin Insurance Group, Inc. to satisfy income tax obligations tied to that stock bonus.

How many Baldwin Insurance Group (BWIN) shares did Roche receive as a bonus?

Roche received 34,807 shares of Class A common stock as an annual bonus. The filing states these shares were issued as compensation for the fiscal year ended December 31, 2025, with a reported price of $0.00 per share for the grant.

Why were 14,679 BWIN shares disposed of in Roche’s Form 4 filing?

The 14,679 shares were withheld by Baldwin Insurance Group to cover income tax obligations. The Form 4 explains this was payment of tax liability in connection with the bonus share issuance, using shares valued at $22.29 each for the withholding.

What is James Morgan Roche’s Baldwin Insurance Group shareholding after these transactions?

After the bonus grant and tax withholding, Roche directly owned 322,938 shares of Class A common stock. The Form 4 lists this post-transaction balance, reflecting both the 34,807-share award and the 14,679 shares withheld for tax purposes.

Was Roche’s BWIN share disposition an open-market sale?

The filing characterizes the disposition as tax withholding, not an open-market sale. It uses transaction code “F,” indicating shares were delivered back to the issuer to satisfy income tax obligations arising from the stock bonus grant.