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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 7)*
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THE BALDWIN INSURANCE GROUP, INC. (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
L. Lowry Baldwin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,938,909.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
17.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BIGH, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,537,590.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Elizabeth H. Krystyn | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,595,012.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Laura R. Sherman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,237,544.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Trevor L. Baldwin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,074,613.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Daniel A. Galbraith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,189,478.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Bradford L. Hale | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
304,672.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
THE BALDWIN INSURANCE GROUP, INC. | |
| (b) | Address of issuer's principal executive offices:
4211 W. Boy Scout Blvd., Suite 800, Tampa, FL, 33607 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by: 1.L. Lowry Baldwin 2.BIGH, LLC 3.Elizabeth H. Krystyn 4.Laura R. Sherman 5.Trevor L. Baldwin 6.Daniel A. Galbraith 7.Bradford L. Hale The foregoing entities and persons are referred to collectively as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The amended and restated joint filing agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. | |
| (b) | Address or principal business office or, if none, residence:
The principal office and business address of the Reporting Persons is C/O The Baldwin Insurance Group, Inc., 4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607. | |
| (c) | Citizenship:
See row 4 of the cover sheet of each Reporting Person. | |
| (d) | Title of class of securities:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
In connection with the closing of the Issuer's initial public offering (the "IPO"), the Reporting Persons, and certain other persons who are no longer a party, entered into a voting agreement (the "Voting Agreement"), pursuant to which each of the parties to the Voting Agreement other than L. Lowry Baldwin (each, a "Holder"), on behalf of such Holder and such Holder's successors and permitted assigns, (i) agreed to vote or exercise such Holder's right to consent in the manner directed by L. Lowry Baldwin in connection with any meeting of the stockholders of the Issuer or any written consent of the stockholders of the Issuer (each, a "Vote"), and (ii) granted an irrevocable proxy appointing L. Lowry Baldwin as such Holder's attorney-in-fact and proxy, with full power of substitution, for and in such Holder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by clause (i) above with respect to such Holder's shares of Class A common stock and Class B common stock. On February 14, 2020, the Voting Agreement was amended and restated to add Highland Risk Services LLC as a party thereto. On October 29, 2021, the Voting Agreement was amended to remove Christopher J. Stephens, James Roche and Millennial Specialty Holdco, LLC as parties thereto. On September 29, 2022, the Voting Agreement was amended to remove Highland Risk Services LLC and Joseph D. Finney as parties thereto. On December 31, 2023, the Voting Agreement was amended to remove Kristopher A. Wiebeck, The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, dated September 30, 2019, John A. Valentine, and The John A. Valentine 2019 Grantor Retained Annuity Trust, dated September 30, 2019 as parties thereto. | |
| (b) | Percent of class:
The information required by Item 4 is set forth in rows 5 - 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4 is set forth in rows 5 - 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4 is set forth in rows 5 - 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4 is set forth in rows 5 - 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4 is set forth in rows 5 - 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)-3 of the Exchange Act. The amended and restated joint filing agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Amended and Restated Joint Filing Agreement (filed herewith).
Exhibit 99.2 Power of Attorney for L. Lowry Baldwin (incorporated herein by reference to Exhibit 24.1 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021).
Exhibit 99.3 Power of Attorney for BIGH, LLC (incorporated herein by reference to Exhibit 24.2 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021).
Exhibit 99.4 Power of Attorney for Elizabeth H. Krystyn (incorporated herein by reference to Exhibit 24.3 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021).
Exhibit 99.5 Power of Attorney for Laura R. Sherman (incorporated herein by reference to Exhibit 24.5 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021).
Exhibit 99.6 Power of Attorney for Trevor L. Baldwin (incorporated herein by reference to Exhibit 24.7 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021).
Exhibit 99.7 Power of Attorney for Daniel A. Galbraith (incorporated herein by reference to Exhibit 24.11 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021).
Exhibit 99.8 Power of Attorney for Bradford L. Hale (incorporated herein by reference to Exhibit 24.12 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021). |
Exhibit 99.1
AMENDED AND RESTATED
JOINT FILING AGREEMENT
May 8, 2026
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of The Baldwin Insurance Group, Inc., par value $0.01 per share, and (ii) the inclusion of this Amended and Restated Joint Filing Agreement as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
This Amended and Restated Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Joint Filing Agreement to be duly executed as of the day and year first written above.
Dated: May 8, 2026
| 1. | * | |
| L. Lowry Baldwin | ||
| 2. | * | |
| BIGH, LLC | ||
| 3. | * | |
| Elizabeth H. Krystyn | ||
| 4. | * | |
| Laura R. Sherman | ||
| 5. | * | |
| Trevor L. Baldwin | ||
| 6. | * | |
| Daniel A. Galbraith | ||
| 7. | * | |
| Bradford L. Hale |
| *By | /s/ Seth Cohen | |
| Seth Cohen | ||
| Attorney-in-Fact |