---
schema_version: "secwatch.filing_event.v1"
accession: "0001781755-26-000004"
form_type: "8-K"
ticker: "BWIN"
cik: "0001781755"
company_name: "Baldwin Insurance Group, Inc."
filed_at: "2026-01-02T23:59:59+00:00"
generated_at: "2026-05-16T11:49:22.237088+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Baldwin Insurance closes $438M cash + 23.2M shares acquisition of Cobbs Allen

## Summary
- 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.

## SEC filing metadata
- accession: 0001781755-26-000004
- form_type: 8-K
- ticker: BWIN
- cik: 0001781755
- company_name: Baldwin Insurance Group, Inc.
- filed_at: 2026-01-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1781755/000178175526000004/0001781755-26-000004-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1781755/000178175526000004/bwin-20260101.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001781755-26-000004
- JSON: https://secwatch.observer/filing/0001781755-26-000004.json
- Plain text: https://secwatch.observer/filing/0001781755-26-000004.txt

## Source-grounded claims
- claim_id: 6cc151960bf800fa8488137013f1a1d9c8322cb3
  claim: Baldwin Insurance Group, Inc. incurred term loan of $600 million with JPMorgan Chase Bank, N.A., as administrative agent.
  evidence_excerpt: was amended to, among other things, provide for $600 million of incremental term B loans (the “New Term Loans")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1781755/000178175526000004/0001781755-26-000004-index.htm
- claim_id: 6c64c595ceb48e3a25159647514a95294660321d
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1781755/000178175526000004/0001781755-26-000004-index.htm
- claim_id: 8e1548ad7651233dbc386aa078ef2cd07159bce6
  claim: Baldwin Insurance Group, Inc. entered into Voting Agreement with certain direct owners of the Seller (Seller Group).
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1781755/000178175526000004/0001781755-26-000004-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.