Baldwin Insurance Group (BWIN) officer discloses conversions and stock sales

Rhea-AI Filing Summary

Baldwin Insurance Group officer James Roche reported multiple equity transactions in December 2025. He reported transactions involving 240,000 shares of Class B common stock, 240,000 LLC units in The Baldwin Insurance Group Holdings, LLC and 240,000 shares of Class A common stock, each shown with a stated price of $0 per share.

Roche then sold Class A common stock in several transactions: 60,000 shares at a weighted average price of $23.34, 100,000 shares at $24.2, 73,977 shares at $23.98 and 6,023 shares at $24.7, with each price reflecting multiple trades within disclosed ranges. After these transactions, he beneficially owned 42,113 shares of Class A common stock and 781,786 LLC units and Class B shares, which the footnotes state may be exchanged one-for-one into Class A stock at any time.

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
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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)
12/11/2025

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 B Common Stock	12/11/2025		C		240,000	D	$0	781,786	D
Class A Common Stock	12/11/2025		C		240,000	A	$0	282,113	D
Class A Common Stock	12/11/2025		S		60,000	D	$23.34(1)	222,113	D
Class A Common Stock	12/12/2025		S		100,000	D	$24.2(2)	122,113	D
Class A Common Stock	12/15/2025		S		73,977	D	$23.98(3)	48,136	D
Class A Common Stock	12/15/2025		S		6,023	D	$24.7(4)	42,113	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
LLC Units in The Baldwin Insurance Group Holdings, LLC	$0	12/11/2025		C			240,000	(5)	(5)	Class A Common Stock	240,000	$0	781,786	D

Explanation of Responses:

1. The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $23.02 to $24.01. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

2. The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $24.00 to $24.85. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

3. The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $23.66 to $24.57. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

4. The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $24.70 to $24.73. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

5. Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time. The LLC Units do not expire.

Remarks:

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

	/s/ Seth Cohen, as Attorney-in Fact, for James Roche	12/15/2025
	** 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).
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FAQ

What insider activity did Baldwin Insurance Group (BWIN) report for James Roche?

The filing shows that officer James Roche reported equity transactions involving 240,000 shares of Class B common stock, 240,000 LLC units and 240,000 shares of Class A common stock at a stated price of $0 per share, followed by several sales of Class A common stock at disclosed weighted average prices.

How many Baldwin Insurance Group (BWIN) Class A shares did James Roche sell and at what prices?

Roche sold 60,000 Class A shares at a weighted average price of $23.34, 100,000 shares at $24.2, 73,977 shares at $23.98, and 6,023 shares at $24.7, with each transaction representing multiple trades within stated price ranges.

How many Baldwin Insurance Group (BWIN) shares does James Roche hold after these transactions?

After the reported transactions, James Roche beneficially owned 42,113 shares of Class A common stock and 781,786 LLC units and Class B common shares.

What are the LLC units mentioned in the Baldwin Insurance Group (BWIN) insider filing?

The filing explains that each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time, and that the LLC Units do not expire.

What is James Roches role at Baldwin Insurance Group (BWIN)?

According to the remarks section, James Roche is President, The Baldwin Group and CEO, Underwriting, Capacity and Technology Operations, and he is reporting as an officer of the issuer.