BWIN · 10-K filed 26 Feb 2026 · year to 31 Dec 2025

Baldwin Insurance Group

28 named things its latest annual report says its results depend on, each in the company's own words. 15 of them are also named by other companies we've read.

Read the filing on SEC.gov ↗

Suppliers

Payment processing vendors

depends onnamed as a risk

By way of example, certain payment processing vendors of ours have in the past discontinued or threatened to discontinue, and may in the future discontinue or threaten to discontinue, certain payment processing products upon which we rely in certain parts of our business, which if executed upon could disrupt our ability to operate those certain parts of our business and/or could require us to make substantial additional investments to remediate.Risk factors (Item 1A)

Partners and platforms

Two largest insurance company partners

earns from · approximately 17% of our total core commissions and feesnamed as a risk

For the year ended December 31, 2025, two insurance company partners accounted for an aggregate of approximately 17% of our total core commissions and fees.Risk factors (Item 1A)

Other companies

CAC Group

deferred cash consideration payment of $70.0 million in 2030 and a contingent earnout of up to $250.0 millionnamed as a risk

In addition, in connection with our partnership with CAC Group, a nationally recognized specialty and middle-market insurance brokerage firm on January 1, 2026 (the CAC Group Transaction), we are required to pay a deferred cash consideration payment of $70.0 million in 2030 and a contingent earnout of up to $250.0 million.Risk factors (Item 1A)

Contingent commissions

earns from · 6.5% to 8.5% of the year’s total core commissions and feesnamed as a risk

Over the last two years contingent commissions generally have been in the range of 6.5% to 8.5% of the year’s total core commissions and fees.Risk factors (Item 1A)

TBG Assurance Company, LLC (Tennessee captive)

operates innamed as a risk

UCTS includes TBG Assurance Company, LLC, a wholly-owned protected cell captive insurance company (“PCC”) domiciled in Tennessee, which was established to allow Baldwin to further participate in the underwriting results of a small portion of its MGA programs.Business (Item 1)

Competitors

Aon plc

competes with

We actively compete with numerous integrated financial services organizations as well as insurance companies and brokers, producer groups, individual insurance agents, investment management firms, independent financial planners and broker-dealers, including public participants, such as Aon plc, Marsh & McLennan Companies, Inc., Willis Towers Watson plc, Arthur J. Gallagher & Co. and Brown & Brown Inc.; private company participants, such as Hub International Limited and USI, Inc.; and in our personal lines business, Goosehead Insurance, Inc. and The Woodlands Financial Group.Business (Item 1)

Also named by WTM

Marsh & McLennan Companies, Inc.

competes with

Also named by WTM

Goosehead Insurance, Inc.

competes with

Places

Southeastern United States

concentrated innamed as a risk

A significant portion of our business remains concentrated in the Southeastern U.S., with several other regional concentrations.Risk factors (Item 1A)

Also named by AGX, IMKTA, STWD

Hazards

Florida hurricanes

concentrated innamed as a risk

In addition, we are susceptible to losses and interruptions caused by hurricanes (particularly in Florida, where our headquarters and numerous offices are located), earthquakes, tornadoes, power shortages, telecommunications failures, water shortages, floods, fire, extreme weather conditions, geopolitical events, such as terrorist acts, and other natural or man-made disasters.Risk factors (Item 1A)

Also named by CASY, CHE

California, Texas and Florida climate events

operates innamed as a risk

Further, many of our office locations are in jurisdictions (such as California, Texas and Florida) that see higher incidents of climate events (such as hurricanes, other aggressive weather patterns and earthquakes).Risk factors (Item 1A)

Commodities and inputs

Term SOFR

exposed to its price · $6.1 millionnamed as a risk

Taking the interest rate swap into consideration, an increase of 100 basis points on the term SOFR rate at December 31, 2025 would have increased our annual interest expense under the JPM Credit Facility by $6.1 million.Market risk (Item 7A)

Also named by CLH, DORM, DPZ, DY, ECG, HUBB, IBP, IEX and 9 more

Reinsurance

exposed to its pricenamed as a risk

To the extent that reinsurance becomes less widely available or significantly more expensive, we may not be able to procure the amount or types of coverage that our clients desire, and the coverage we are able to procure for our clients may be more expensive or limited.Risk factors (Item 1A)

Property/casualty insurance premium rates

exposed to its pricenamed as a risk

A soft market tends to put downward pressure on commission revenues.Business (Item 1)

Regulators

Centers for Medicare & Medicaid Services (CMS)

subject tonamed as a risk

The marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans are principally regulated by CMS.Risk factors (Item 1A)

Also named by A, ABT, AMGN, AXGN, BAX, CNC, COO, COR and 23 more

Financial Industry Regulatory Authority (FINRA)

subject to

Our portfolio includes a limited purpose broker dealer (“LPBD”), registered with the SEC, and the Financial Industry Regulatory Authority (“FINRA”).Business (Item 1)

Also named by AB, ADP, AGNC, AMG, AMP, BAM, BEN, BR and 23 more

Texas Department of Insurance

subject to

In January 2025, we received final approval and a Certificate of Authority from the Texas Department of Insurance to form a Texas-domiciled reciprocal insurance exchange (the “Reciprocal”).Business (Item 1)

Also named by OMF, PWR

Laws and programs

Tax Receivable Agreement

85% of the amount of such cash savingsnamed as a risk

The Tax Receivable Agreement requires Baldwin to pay 85% of the amount of such cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize to Baldwin Holdings’ applicable LLC Members that redeem and exchange LLC Units.Business (Item 1)

Also named by ARES, DRVN, EVR, GPGI, OWL, SYM, TW

JPM Credit Agreement

depends on · $1.604 billion under the Term Loan Bnamed as a risk

Following the successful refinancing of our Term Loan B on January 2, 2026, borrowings under our JPM Credit Agreement include $1.604 billion under the Term Loan B bearing interest of 6.25%, maturing May 2031.Risk factors (Item 1A)

Senior Secured Notes due May 2031

$600.0 millionnamed as a risk

As of December 31, 2025, we had $600.0 million in aggregate principal amount of the 7.125% Senior Secured Notes due May 2031.Risk factors (Item 1A)

Affordable Care Act

subject tonamed as a risk

The health insurance industry is heavily regulated by the ACA, Centers for Medicare & Medicaid Services (“CMS”) and state jurisdictions.Business (Item 1)

Also named by ABBV, ABT, ADP, AFL, BBSI, BRO, COR, DOC and 8 more

Medicare Advantage

earns fromnamed as a risk

MIS also offers consultation for government assistance programs and solutions, including traditional Medicare, Medicare Advantage and Affordable Care Act, to seniors and eligible individuals through a network of primarily independent contractor agents.Business (Item 1)

Also named by CDNA, CHE, CNC, CVS, DGX, DOC, DVA, ELV and 3 more

Internal Revenue Code Section 831(b)

subject tonamed as a risk

If the IRS were to disallow 831(b) elections, modify its guidance around 831(b) elections, or otherwise investigate our business and conclude that we are a tax shelter promoter, such actions, whether or not merited, could harm our business, results of operations and financial condition.Risk factors (Item 1A)

Also named by BRO

Medicare annual enrollment period

named as a risk

As a result, the progress of our Medicare operations could be slowed or we could be prevented from operating aspects of our Medicare commissions and fees generating activities altogether, which would harm our business, results of operations and financial condition, particularly if it occurred during the Medicare annual enrollment period.Risk factors (Item 1A)

Tort reform legislation

subject tonamed as a risk

Enactment of these or similar provisions by Congress, or by states in which we sell insurance, could reduce the demand for casualty insurance policies or lead to a decrease in policy limits of such policies sold, thereby reducing our commission revenues.Risk factors (Item 1A)

Health Insurance Portability and Accountability Act (HIPAA)

subject to

The Health Insurance Portability and Accountability Act (“HIPAA”) and regulations adopted pursuant to HIPAA require us to maintain the privacy of protected health information that we collect on behalf of insurance company partners and employer-sponsored health plans, implement measures to safeguard such information and provide notification in the event of certain breaches in the privacy or confidentiality of such information.Business (Item 1)

Also named by ADI, BBY, BR, CART, CTSH, DGX, IQV, KR and 8 more

UK General Data Protection Regulation (UK GDPR)

subject to

We are subject to the UK General Data Protection Regulation (“UK GDPR”) and may in the future be subject to the General Data Protection Regulation (“GDPR”), which protect the personal data of individuals residing in the United Kingdom and the European Union (whether customers, prospects, employees, or otherwise), respectively.Risk factors (Item 1A)

Also named by PAG

Bermuda Personal Information Protection Act (PIPA)

subject to

We are also subject to Bermuda’s Personal Information Protection Act (“PIPA”).Risk factors (Item 1A)

Also named by LNC