Baldwin Insurance Group, Inc. (BWIN): M&A transaction — Baldwin Insurance closes $438M cash + 23.2M shares acquisition of Cobbs Allen

Baldwin Insurance Group, Inc.

Completed acquisition of Cobbs Allen Capital Holdings on Jan 1, 2026; aggregate consideration $438M cash and 23.2M shares of BWIN Class A common stock.
Up to $250M contingent consideration based on net commission/fee thresholds, plus $70M payable at 4th anniversary.
Amended credit agreement to add $600M incremental Term B loans, bringing total term loans to ~$1.6B; proceeds used to fund cash consideration and general corporate purposes.
Paul Sparks (co-founder of Cobbs Allen) appointed as Class III director; Grantland Rice IV named board observer under Voting Agreement.
Cobbs Allen 2024 revenue $282M, net loss $112.2M (attributable to parent); operating loss $88.9M, driven by $129M stock-based compensation.

item 1.01 item 2.01 item 2.03 item 3.02 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Baldwin Insurance Group, Inc. incurred term loan of $600 million with JPMorgan Chase Bank, N.A., as administrative agent.

Instrument: term loan
Principal: $600 million
Counterparty: JPMorgan Chase Bank, N.A., as administrative agent
Event: incurrence

Exact text from the filing

was amended to, among other things, provide for $600 million of incremental term B loans (the “New Term Loans")

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Baldwin Insurance Group, Inc. completed an acquisition involving Cobbs Allen Capital Holdings, LLC for $438.0 million in cash and 23,200,000 shares of Class A common stock (closed 2026-01-01).

Action: acquisition
Counterparty: Cobbs Allen Capital Holdings, LLC
Consideration: $438.0 million in cash and 23,200,000 shares of Class A common stock
Closing: 2026-01-01

Exact text from the filing

CAC Group Life, LLC and (ii) 60.19% of the outstanding equity interests in CAC Holdings, LLC. At the Closing, the aggregate consideration paid by the Company consisted of (a) $438.0 million in cash (subject to customary purchase price adjustments) and (b) 23,200,000 shares of the Company’s Class A common stock (the “Equity Consideration”), issued only to the Seller

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Baldwin Insurance Group, Inc. entered into Voting Agreement with certain direct owners of the Seller (Seller Group).

Action: entry
Counterparty: certain direct owners of the Seller (Seller Group)

Exact text from the filing

On the Closing Date, pursuant to the Transaction Agreement, the Company entered into a voting agreement (the “Voting Agreement”) with certain direct owners of the Seller (the “Seller Group”).

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10 debt financings filed in the last 30 days. Browse all debt financings →

Baldwin Insurance Group, Inc. filing history →

Source: SEC EDGAR

accession 0001781755-26-000004

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