Baldwin Insurance (BWIN) settles PSUs, withholds shares for taxes

Rhea-AI Filing Summary

Baldwin Insurance Group, Inc. officer Daniel Galbraith reported equity compensation activity in Class A common stock. On February 23, 2026, he acquired 29,544 shares at $0.00 per share through settlement of performance-based restricted stock units granted in 2023, after predetermined performance goals were achieved.

On the same date, 7,630 shares were disposed of at $16.57 per share as shares withheld by the issuer to cover income tax withholding obligations related to this award settlement, rather than an open-market sale. Following these transactions, Galbraith directly owned 25,763 Class A shares.

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^*

Galbraith Daniel

(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)	X	Other (specify below)
	See Remarks		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	33,393	D
Class A Common Stock	02/23/2026		F(2)		7,630	D	$16.57	25,763	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, Retail Brokerage Operations; Member of 10% owner group

	/s/ Seth Cohen, as Attorney-in Fact, for Daniel Galbraith	02/25/2026
	** 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 transaction did Baldwin Insurance Group (BWIN) report for Daniel Galbraith?

Baldwin Insurance Group reported that officer Daniel Galbraith settled performance-based restricted stock units into 29,544 Class A shares on February 23, 2026. These shares were issued at $0.00 per share as equity compensation when predetermined performance goals were achieved under a 2023 PSU grant.

How many Baldwin Insurance (BWIN) shares were withheld for taxes in Galbraith’s Form 4?

The Form 4 shows 7,630 Class A shares withheld at $16.57 per share. These shares were retained by the issuer to satisfy income tax withholding obligations arising from the issuance of the 29,544 PSU-related shares reported in the same filing.

What is Daniel Galbraith’s Baldwin Insurance (BWIN) share ownership after this Form 4?

After the reported transactions, Daniel Galbraith directly owned 25,763 shares of Baldwin Insurance Group Class A common stock. This reflects the PSU share issuance and the separate share withholding transaction for income tax obligations on February 23, 2026.

Was there an open-market buy or sell in Baldwin Insurance (BWIN) in this Form 4?

The Form 4 does not report an open-market buy or sell. It records an equity award settlement of 29,544 Class A shares and a tax-withholding disposition of 7,630 shares retained by the issuer to satisfy income tax obligations related to that award.

What type of equity award did Baldwin Insurance (BWIN) settle for Daniel Galbraith?

The filing describes settlement of performance-based restricted stock units, or PSUs, originally granted in 2023. The PSUs converted into 29,544 Class A common shares after predetermined performance goals were achieved, resulting in a grant, award, or other acquisition transaction.