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CLOSED · 03:15 ET
Market ClerkRecap
Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

BWIN

Baldwin Insurance Group, Inc.
NASDAQ · FINANCIALS · INSURANCE AGENTS, BROKERS & SERVICE
31.96
+0.07 +0.22%
USD · close Oct 23
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Work order
68
PASS · shorts 68
Insiders, 90 days
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no disclosures naming it
Big money
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nobody we score has called it yet
MKT CAP $1.1BP/E —DIV YIELD —FCF YIELD 4.02%REV TTM $1.7B +18.9%NET INCOME −$81.2MNET DEBT $214.5M52W 16.50 – 32.49SEC XBRL · TTM TO Invalid Date

How BWIN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
29%
of sentences unchanged
Added
634
new sentences
Dropped
479
sentences removed
Length
+5,977
words, now 44,706

New in FY2025

  • See also “Note Regarding Forward-Looking Statements.” EXECUTIVE SUMMARY OF 2025 FINANCIAL RESULTS We are an independent insurance distribution firm providing indispensable expertise and insights that strive to give our clients the confidence to pursue their purpose, passion and dreams.
  • The following is a summary of our 2025 financial results.
  • Revenues for the year ended December 31, 2025 were $1.5 billion, an increase of $115.8 million, or 8%, year over year.
  • Core commissions and fees grew organically by $98.5 million as a result of new and renewal business from clients across industry sectors and continued outperformance from MSI.
  • Commissions and fees contributed by partnership activity were $23.6 million.
  • In addition, profit-sharing and other revenue grew organically by $1.5 million.
  • This growth was offset in part by a decrease in commissions and fees of $5.8 million related to the divestiture of our Wholesale Business in the first quarter of 2024.
  • Operating expenses for the year ended December 31, 2025 were $1.4 billion, an increase of $102.6 million, or 8%, year over year.
  • The increase in operating expenses was driven by higher other operating expenses, including increased technology outlay as we continue to invest in automation and efficiency and higher incurred losses and loss adjustment expense related to our newly established Captive business, as well as higher colleague compensation and benefits and outside commissions, largely reflecting the correlation between compensation and revenue growth, and increased amortization expense associated with our partnership activity.
  • Interest expense, net, for the year ended December 31, 2025 was $121.4 million, a decrease of $2.2 million, or 2%, year over year, as a result of lower average interest rates due to the 2025 Refinancings and federal rate reductions, offset in part by higher average borrowings.
  • We expect interest expense to grow in the near term on a year-over-year basis due to higher borrowings under the JPM Credit Facility to fund partnership opportunities and the settlement of deferred payment obligations, offset slightly by lower expected average interest rates.
  • During the year ended December 31, 2025, we reported a loss on extinguishment and modification of debt of $6.2 million related to the 2025 Refinancings.
  • Net loss for the year ended December 31, 2025 was $54.2 million, or a $0.50 loss per fully diluted share, compared to a net loss of $41.1 million, or a $0.39 loss per fully diluted share, in the same period of 2024.
  • Adjusted EBITDA for the year ended December 31, 2025 was $341.5 million, an increase of $29.0 million year over year.
  • Adjusted EBITDA margin was 22.7% for 2025, a 20 basis point expansion compared to 22.5% in 2024.
  • Adjusted net income for the year ended December 31, 2025 was $198.9 million, an increase of $22.0 million year over year.
  • Adjusted diluted EPS was $1.67 for 2025, an increase of 11% over $1.50 for 2024.
  • Organic revenue for the year ended December 31, 2025 was $1.47 billion compared to $1.38 billion for the same period of 2024.
  • Organic revenue growth was $100.0 million, or 7%, for 2025 compared to $196.9 million, or 17%, for 2024.
  • RECENT DEVELOPMENTS Effective January 1, 2026, the Company acquired the outstanding equity interests of the business of CAC Group for aggregate consideration paid by the Company at closing consisting of $ 438.0 million of cash (subject to customary purchase price adjustments) and 23,200,000 shares of the Company's Class A common stock.
  • The purchase consideration also includes a deferred payment of $ 70.0 million in cash, payable upon the fourth anniversary of the closing date of the CAC Group Transaction.
  • CAC Group may be entitled to receive up to $250.0 million of additional contingent consideration payable in cash based upon the achievement of certain post-closing revenue focused performance measures.
  • The partnership with CAC Group will significantly expand the specialty capabilities of the Company's IAS operating group and strengthen its specialty product lines and data and analytics platform.
  • RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 For a discussion of our 2023 financial results and a comparison of financial results for the years ended December 31, 2024 to 2023, refer to Part II, Item 7.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K filed with the SEC on February 25, 2025.
  • The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 and the related notes and other financial information included in Item 8.
  • The following is a discussion of our consolidated results of operations for the years ended December 31, 2025 and 2024.
  • For the Years Ended December 31, Variance (in thousands, except percentages) 2025 2024 Amount % Revenues: Core commissions and fees $ 1,383,055 $ 1,268,790 $ 114,265 9 % Profit-sharing and other income 110,625 108,326 2,299 2 % Commissions and fees 1,493,680 1,377,116 116,564 8 % Investment income 11,204 11,921 (717) (6) % Total revenues 1,504,884 1,389,037 115,847 8 % Operating expenses: Colleague compensation and benefits 777,531 762,219 15,312 2 % Outside commissions 279,711 269,829 9,882 4 % Other operating expenses 240,282 192,366 47,916 25 % Amortization expense 121,316 102,730 18,586 18 % Change in fair value of contingent consideration 5,594 (4,949) 10,543 n/m Depreciation expense 6,514 6,194 320 5 % Total operating expenses 1,430,948 1,328,389 102,559 8 % Operating income 73,936 60,648 13,288 22 % Other income (expense): Interest expense, net (121,428) (123,644) 2,216 (2) % Gain on divestitures 290 38,953 (38,663) (99) % Loss on extinguishment and modification of debt (6,226) (15,113) 8,887 (59) % Other income (expense), net 635 (194) 829 n/m Total other expense (126,729) (99,998) (26,731) 27 % Loss before income taxes and share of net earnings of equity method investee $ (52,793) $ (39,350) $ (13,443) 34 % __________ n/m not meaningful Seasonality The insurance brokerage market is seasonal and our results of operations are somewhat affected by seasonal trends.
  • Commissions and Fees We earn commissions and fees by facilitating the arrangement between insurance company and reinsurance company partners and clients for the insurance and/or reinsurance company to provide insurance and/or reinsurance to the insured party.
  • Our commissions are usually a percentage of the premium paid by the insured and generally depend on the type of insurance, the particular insurance or reinsurance company partner and the nature of the services provided.
  • Additionally, we earn policy fees for acting in the capacity of an MGA and fulfilling certain administrative functions on behalf of insurance or reinsurance company partners, including delivery of policy documents, processing payments and other administrative functions, and the Captive business earns revenue from assumed premium.
  • We may also receive profit-sharing commissions, which represent forms of variable consideration paid by insurance company partners and reinsurance company partners associated with the placement of coverage.
  • Commissions and fees increased $116.6 million, or 8%, year over year to $1.5 billion, driven by organic growth in core commissions and fees of $98.5 million related to new and renewal business across client industry sectors and continued outperformance from MSI, partnership activity of $23.6 million, and organic growth in profit-sharing and other revenue of $1.5 million.
  • Colleague Compensation and Benefits Colleague compensation and benefits is our largest expense.
  • It consists of (i) base compensation comprising salary, bonuses and benefits paid and payable to colleagues, and commissions paid to colleagues, and (ii) equity-based compensation associated with the grants of restricted and unrestricted stock awards to senior management, colleagues, risk advisors and directors.
  • We expect to continue to experience a general rise in colleague compensation and benefits expense commensurate with expected revenue growth as our compensation arrangements with our colleagues and risk advisors contain significant bonus or commission components driven by the results of our operations.
  • Colleague compensation and benefits expense increased $15.3 million, or 2%, year over year.
  • Partnership activity contributed $8.2 million to the increase in colleague compensation and benefits in 2025, offset in part by a $1.4 million decrease related to our Wholesale Business, which was sold in the first quarter of 2024.
  • After excluding colleague compensation and benefits expense related to our partnerships and divestitures, colleague compensation and benefits expense increased $8.5 million due to increases in colleague compensation of $33.8 million, inside advisor commissions of $8.9 million and benefits and other of $8.4 million as a result of the continued investment in our growth and elevated health plan costs, offset in part by a decrease in colleague earnout incentives of $43.7 million resulting from settlement activity in 2025.
  • Outside Commissions Outside commissions increased $9.9 million, or 4%, year over year.

and 594 more.

Gone since FY2024

  • EXECUTIVE SUMMARY OF 2024 FINANCIAL RESULTS We are an independent insurance distribution firm providing indispensable expertise and insights that strive to give our clients the confidence to pursue their purpose, passion and dreams.
  • The following is a summary of our 2024 financial results.
  • Revenues for the year ended December 31, 2024 were $1.4 billion, an increase of $170.5 million, or 14%, year over year.
  • Core commissions and fees grew organically by $190.0 million as a result of new and renewal business from clients across industry sectors and continued outperformance from MSI.
  • In addition, profit-sharing and other revenue grew organically by $6.9 million as a function of improvements in loss ratios and the number of policies sold for MIS and IAS, offset in part by a reduction in UCTS profit-sharing revenue, which resulted from historically strong underwriting performance in 2023.
  • This growth was offset in part by commissions and fees of $28.8 million derived from our Wholesale Business between March and December of 2023, for which there were no comparable revenues earned in 2024 as a result of the sale of the business in the first quarter of 2024.
  • In addition, investment income grew $5.2 million due to an improved cash management strategy and growing yield on our invested cash.
  • Operating expenses for the year ended December 31, 2024 were $1.3 billion, an increase of $67.3 million, or 5%, year over year.
  • The increase in operating expenses was primarily attributable to commissions, employee compensation and benefits, resulting in part from the correlation of compensation to our revenue growth, and as a result of investing in our future as we continue to launch new products in our MSI product suite and expand our business.
  • This increase was offset in part by a decrease in the change in fair value of contingent consideration, which was primarily impacted by a gain recognized in connection with the reclassification of colleague earnout incentives into compensation expense.
  • Interest expense, net, for the year ended December 31, 2024 was $123.6 million, an increase of $4.2 million, or 3%, year over year.
  • Interest expense, net, increased as a result of higher average borrowings, offset in part by lower average interest rates resulting from our May 2024 debt refinancing and federal rate reductions.
  • We expect interest expense to remain relatively flat on a year-over-year basis.
  • Refer to the Liquidity and Capital Resources section further below for additional information on our May 2024 refinancing.
  • During the year ended December 31, 2024, we reported a gain on divestitures of $39.0 million, which was driven by a $35.1 million gain recorded in connection with the sale of our Wholesale Business during the first quarter of 2024.
  • We also reported a loss on extinguishment and modification of debt of $15.1 million related to our May 2024 debt refinancing.
  • Net loss for the year ended December 31, 2024 was $41.1 million, or a $0.39 loss per fully diluted share, compared to a net loss of $164.0 million, or a $1.50 loss per fully diluted share, in the same period of 2023.
  • Adjusted EBITDA for the year ended December 31, 2024 was $312.5 million, an increase of $62.3 million year over year.
  • Adjusted EBITDA margin was 22.5% for 2024, a 200 basis point expansion compared to 20.5% in 2023.
  • Adjusted net income for the year ended December 31, 2024 was $176.9 million, an increase of $45.8 million year over year.
  • Adjusted diluted EPS was $1.50 for 2024, an increase of 34% over $1.12 for 2023.
  • Organic revenue for the year ended December 31, 2024 was $1.4 billion compared to $1.2 billion for the same period of 2023.
  • Organic revenue growth was $196.9 million, or 17%, for 2024 compared to $187.2 million, or 19%, for 2023.
  • RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 For a discussion of our 2022 financial results and a comparison of financial results for the years ended December 31, 2023 to 2022, refer to Part II, Item 7.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K filed with the SEC on February 28, 2024.
  • The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 and the related notes and other financial information included in Item 8.
  • The following is a discussion of our consolidated results of operations for the years ended December 31, 2024 and 2023.
  • For the Years Ended December 31, Variance (in thousands, except percentages) 2024 2023 Amount % Revenues: Core commissions and fees $ 1,268,790 $ 1,107,575 $ 161,215 15 % Profit-sharing and other income 108,326 104,253 4,073 4 % Commissions and fees 1,377,116 1,211,828 165,288 14 % Investment income 11,921 6,727 5,194 77 % Total revenues 1,389,037 1,218,555 170,482 14 % Operating expenses: Commissions, employee compensation and benefits 1,032,048 911,354 120,694 13 % Other operating expenses 192,366 190,267 2,099 1 % Amortization expense 102,730 92,704 10,026 11 % Change in fair value of contingent consideration (4,949) 61,083 (66,032) (108) % Depreciation expense 6,194 5,698 496 9 % Total operating expenses 1,328,389 1,261,106 67,283 5 % Operating income (loss) 60,648 (42,551) 103,199 n/m Other income (expense): Interest expense, net (123,644) (119,465) (4,179) 3 % Gain on divestitures 38,953 — 38,953 — % Loss on extinguishment and modification of debt (15,113) — (15,113) — % Other expense, net (194) (718) 524 (73) % Total other expense (99,998) (120,183) 20,185 (17) % Loss before income taxes (39,350) (162,734) 123,384 (76) % __________ n/m not meaningful Seasonality The insurance brokerage market is seasonal and our results of operations are somewhat affected by seasonal trends.
  • Commissions and Fees We earn commissions and fees by facilitating the arrangement between insurance company partners and clients for the carrier to provide insurance to the insured party.
  • Our commissions are usually a percentage of the premium paid by the insured and generally depend on the type of insurance, the particular insurance company partner and the nature of the services provided.
  • Additionally, we earn policy fees for acting in the capacity of an MGA and fulfilling certain administrative functions on behalf of insurance company partners, including delivery of policy documents, processing payments and other administrative functions.
  • We may also receive profit-sharing commissions, which represent forms of variable consideration paid by insurance company partners associated with the placement of coverage.
  • Commissions and fees increased $165.3 million, or 14%, year over year to $1.4 billion driven by organic growth in core commissions and fees of $190.0 million related to new and renewal business across client industry sectors and continued outperformance from MSI.
  • In addition, profit-sharing and other revenue grew organically $6.9 million as a function of improvements in loss ratios and the number of policies sold for MIS and IAS, offset in part by a reduction in UCTS profit-sharing revenue, which resulted from historically strong underwriting performance in 2023.
  • Investment Income Investment income is earned by investing assets held in trust.
  • Investment income increased $5.2 million year over year due to improvements in our cash management strategy and growing yield on our invested cash.
  • Commissions, Employee Compensation and Benefits Commissions, employee compensation and benefits is our largest expense.
  • It consists of (i) base compensation comprising salary, bonuses and benefits paid and payable to colleagues, commissions paid to colleagues and outside commissions paid to others; and (ii) equity-based compensation associated with the grants of restricted and unrestricted stock awards to senior management, colleagues, risk advisors and directors.
  • We expect to continue to experience a general rise in commissions, employee compensation and benefits expense commensurate with expected revenue growth as our compensation arrangements with our colleagues and risk advisors contain significant bonus or commission components driven by the results of our operations.
  • Commissions, employee compensation and benefits expense increased $120.7 million, or 13%, year over year, primarily related to outside commissions, which increased $74.1 million, after excluding outside commissions related to the Wholesale Business between March and December of 2023 of $15.8 million, due to growth in UCTS and MIS.

and 439 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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