[Form 4] The Baldwin Insurance Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Blaize Holdings, Inc. (BZAI) discloses that director Edward H. Frank was granted 212,500 shares of Common Stock on 06/28/2025. The transaction is coded “A” (acquisition) and is explicitly described in the notes as an award of restricted stock units (RSUs) that will vest according to the applicable grant agreement.

Following the award, Frank’s total beneficial ownership rises to 303,499 shares, held directly. This figure includes 90,999 Earn-Out Shares that will only convert to common stock if the company’s trading price exceeds specified thresholds. No derivative securities were reported in Table II.

The RSU grant was recorded at a price of $0, indicating a non-cash equity incentive. The filing was signed on 07/02/2025 by Attorney-in-Fact Harminder Sehmi.

Key take-aways for investors:

• Sizeable equity award increases insider alignment but also adds up to 212,500 new shares to the potential float once vested.
• Earn-Out Shares create a performance-based component tied to future share-price milestones.
• No sales or disposals were reported; the transaction solely increases insider ownership.

Positive

• 212,500 RSUs granted increase insider ownership, enhancing alignment with shareholders.
• 90,999 Earn-Out Shares introduce performance-based incentives tied to share-price thresholds.

Negative

• Potential dilution of up to 212,500 shares once RSUs vest and Earn-Out conditions are met.

Insights

Financial Analyst

TL;DR Non-cash RSU grant adds 212.5k shares to director’s stake; modest positive for alignment, limited immediate impact.

The award expands Frank’s direct holdings to 303,499 shares, signalling continued commitment while tying compensation to share-price performance. Because the shares are RSUs vested over time, dilution is deferred and contingent on service and performance, particularly the 90,999 Earn-Out Shares linked to trading thresholds. The absence of dispositions suggests the insider’s outlook remains constructive. From a valuation standpoint, the incremental dilution—roughly 0.2% of a 100 million-share base (exact total not provided)—is likely immaterial. Overall, the filing is routine and neutral-to-slightly positive for governance.

Corporate Governance Expert

TL;DR Equity-based pay aligns incentives but adds contingent dilution; governance impact neutral.

Granting RSUs to a non-executive director is consistent with modern board compensation practices that link rewards to long-term value creation. The inclusion of Earn-Out Shares embeds a performance hurdle, which shareholders generally favour. However, any future conversion increases share count, necessitating transparent communication around dilution. No red flags—such as accelerated vesting or option repricing—appear in the filing. Given the limited scope and standard nature of the grant, the governance impact is neutral with a slight upside in incentive alignment.

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^*

Muthukrishnan Sathish

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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 A Common Stock	07/01/2025		A		645	A	$0	5,911	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:

Remarks:

	/s/ Seth Cohen, as Attorney-in-Fact, for Sathish Muthukrishnan	07/02/2025
	** 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.

FAQ

How many shares did Edward H. Frank acquire according to the BZAI Form 4?

212,500 restricted stock units were awarded on 06/28/2025.

What is Edward H. Frank’s total ownership in Blaize Holdings after the transaction?

He now beneficially owns 303,499 shares of BZAI common stock.

What are the 90,999 Earn-Out Shares mentioned in the filing?

They are contingent shares that vest only if BZAI’s trading price exceeds specified thresholds.

Was any cash paid for the shares acquired?

No. The RSUs were granted at a price of $0 as part of director compensation.

When was the RSU grant and when was the Form 4 signed?

The grant date was 06/28/2025; the filing was signed on 07/02/2025.