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

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Roche James Morgan
Role See Remarks
Sold 240,000 shs ($5.74M)
Type Security Shares Price Value
Sale Class A Common Stock 73,977 $23.98 $1.77M
Sale Class A Common Stock 6,023 $24.70 $149K
Sale Class A Common Stock 100,000 $24.20 $2.42M
Conversion LLC Units in The Baldwin Insurance Group Holdings, LLC 240,000 $0.00 --
Conversion Class B Common Stock 240,000 $0.00 --
Conversion Class A Common Stock 240,000 $0.00 --
Sale Class A Common Stock 60,000 $23.34 $1.40M
Holdings After Transaction: Class A Common Stock — 48,136 shares (Direct); LLC Units in The Baldwin Insurance Group Holdings, LLC — 781,786 shares (Direct); Class B Common Stock — 781,786 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
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).
** 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.

Source: View Original Filing on SEC EDGAR

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.