06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:26
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Daniel Willis Johnathan C/O THE BALDWIN INSURANCE GROUP, INC. 4211 W. BOY SCOUT BLVD., SUITE 800 TAMPA, FL 33607 |
Interim CAO | |||
| /s/ Seth Cohen, as Attorney-in-Fact, for Willis Johnathan Daniel | 06/16/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | Includes (i) 25,406 shares of Class A Common Stock that such Reporting Person was entitled to receive as a former member of Cobbs Allen Capital Holdings, LLC ("CAC") pursuant to the terms of that certain Transaction Agreement, dated December 2, 2025 by and among The Baldwin Insurance Group, Inc. (the "Company"), CAC and the other parties named therein, the issuance of which was approved by the Board of Directors of the Company pursuant to Rule 16b-3(d)(1) and (ii) 10,000 restricted shares of Class A Common Stock that vest in four equal installments on each of April 1, 2027, April 1, 2028, April 1, 2029, and April 1, 2030, in each case, subject to such Reporting Person's continued employment through each vesting date. |
| (2) | These shares of Class A Common Stock represent shares such Reporting Person was entitled to receive as a former member of CAC pursuant to the terms of that certain Transaction Agreement, dated December 2, 2025 by and among the Company, CAC and the other parties named therein, the issuance of which was approved by the Board of Directors of the Company pursuant to Rule 16b-3(d)(1). |
| (3) | These shares of Class A Common Stock are held by such Reporting Person's individual retirement account, for which the Reporting Person remains the beneficial owner. |