THE BALDWIN GROUP ANNOUNCES PRELIMINARY THIRD QUARTER 2026 RESULTS
Baldwin Insurance Group, Inc. (BWIN) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 THE BALDWIN GROUP ANNOUNCES PRELIMINARY THIRD QUARTER 2026 RESULTS — Third Quarter Total Revenue Growth of 31% to $480.3 Million — — Third Quarter Net Loss of $81.6 Million; Adjusted EBITDA (1) Growth of 47% to $106.9 Million — — Third Quarter Net Loss Margin of 17%;
How this was made
The 30-second read
Why it matters
The disclosed cash offer sets a clear price floor, likely compressing the stock's upside and creating near‑term trading focus on deal completion risk.
Market read
Primary disclosure of a sizable cash merger for a mid‑cap insurer; traders will focus on price convergence to the deal value and regulatory clearance.
What to watch
Potential integration costs and debt load of $2.465 B could affect post‑deal performance.
Preliminary third quarter total revenue growth of 31% to $480.3 million; net loss of $81.6 million; adjusted EBITDA growth of 47% to $106.9 million.
Revenue, adjusted EBITDA and adjusted free cash flow increased year-over-year, but Baldwin reported a larger GAAP net loss, total debt of $2.465 billion, and preliminary results that remain subject to completion of the financial statement close process.
Key metrics
shortened, hover for the filing’s print| Metric | Value | q/q | y/y |
|---|---|---|---|
| Total revenues, three months ended September 30GAAP | $480.3M | – | 31% increase |
| Net loss, three months ended September 30GAAP | $81.6M | – | – |
| Net loss margin, three months ended September 30GAAP | 17% | – | – |
| Adjusted EBITDA, three months ended September 30non-GAAP | $106.9M | – | 47% |
| Adjusted EBITDA margin, three months ended September 30non-GAAP | 22.2% | – | 240 basis point expansion |
| Commissions and fees, three months ended September 30GAAP | $475.5M | – | – |
| Partnership commissions and fees, three months ended September 30other | −$91.69M | – | – |
| Organic revenue, three months ended September 30non-GAAP | $383.8M | – | – |
| Organic revenue growth, three months ended September 30non-GAAP | $21.52M | – | – |
| Organic revenue growth %, three months ended September 30non-GAAP | 6% | – | 6% year-over-year |
| Net cash provided by operating activities, three months ended September 30GAAP | $54.2M | – | – |
| Payment of contingent earnout consideration in excess of purchase price accrual, three months ended September 30other | $1.36M | – | – |
| Payment of colleague earnout incentives, three months ended September 30other | — | – | – |
| Adjusted free cash flow, three months ended September 30non-GAAP | $55.6M | – | 33% year-over-year |
| Amortization expense, three months ended September 30other | 56.42M | – | – |
| Interest expense, net, three months ended September 30other | 43.64M | – | – |
| Share-based compensation, three months ended September 30other | 21.55M | – | – |
| Change in fair value of contingent consideration, three months ended September 30other | 17.60M | – | – |
| Transaction-related partnership and integration expenses, three months ended September 30other | 8.71M | – | – |
| Go-Private costs, three months ended September 30other | 21.00M | – | – |
| Income and other taxes, three months ended September 30other | −1.16M | – | – |
| Transformation costs, three months ended September 30other | 2.92M | – | – |
| Loss (gain) on extinguishment and modification of debt, three months ended September 30other | −151K | – | – |
| Depreciation expense, three months ended September 30other | 2.45M | – | – |
| Severance, three months ended September 30other | 1.52M | – | – |
| Gain on divestitures, three months ended September 30other | −921K | – | – |
| Impairment of right-of-use assets, three months ended September 30other | 546K | – | – |
| Other addbacks to adjusted EBITDA, three months ended September 30other | 14.37M | – | – |
| Total revenues, nine months ended September 30GAAP | $1.51B | – | – |
| Net loss, nine months ended September 30GAAP | −$139.5M | – | – |
| Net loss margin, nine months ended September 30GAAP | (9)% | – | – |
| Adjusted EBITDA, nine months ended September 30non-GAAP | $360.8M | – | – |
| Adjusted EBITDA margin, nine months ended September 30non-GAAP | 24.0% | – | – |
| Commissions and fees, nine months ended September 30GAAP | $1.49B | – | – |
| Partnership commissions and fees, nine months ended September 30other | −$309.9M | – | – |
| Organic revenue, nine months ended September 30non-GAAP | $1.18B | – | – |
| Organic revenue growth, nine months ended September 30non-GAAP | $34.15M | – | – |
| Organic revenue growth %, nine months ended September 30non-GAAP | 3% | – | 3% year-over-year |
| Net cash provided by (used in) operating activities, nine months ended September 30GAAP | $93.68M | – | – |
| Adjusted free cash flow, nine months ended September 30non-GAAP | $101.8M | – | – |
Amounts quoted below without a unit are in thousands, as in the filing’s tables. Per-share figures are as printed.
What drove it
- Total revenue was $480.3 million, a 31% increase from $365.4 million in the prior-year period.
- Organic revenue growth was 6% year-over-year.
- Partnership commissions and fees were $(91,690) (in thousands) for the three months ended September 30, 2026.
- Adjusted EBITDA margin was 22.2%, compared with 19.8% in the prior-year period.
- Transformation costs represent certain non-recurring colleague compensation and technology-related expenses related to the $3B/30 Catalyst Program.
Concerns
- GAAP net loss was $81.6 million and net loss margin was 17% for the third quarter.
- Total debt was $2.465 billion as of September 30, 2026.
- The reported third-quarter results are preliminary, unaudited, based on Baldwin's estimates, and prepared before completion of the financial statement close process.
- Go-Private costs were 21,003 (in thousands) for the three months ended September 30, 2026.
- Interest expense, net was 43,638 (in thousands) for the three months ended September 30, 2026.
What to watch
- Completion of the Company's financial statement close process and subsequent filing of actual third-quarter results in its Form 10-Q.
- The proposed all-cash transaction under which stockholders will receive $32.50 per share in cash, subject to the terms and conditions of the Merger Agreement.
- Shareholder approval, regulatory approvals and other customary closing conditions for the transaction expected to close during the first quarter of 2027.
- Organic revenue growth and adjusted EBITDA margin.
- Cash generation, revolving-credit borrowing capacity and total debt.
Balance sheet and cash flow
- Cash and cash equivalents were $188.6 million as of September 30, 2026.
- The Company had $289.1 million of borrowing capacity under its revolving credit facility as of September 30, 2026.
- Total debt was $2.465 billion as of September 30, 2026.
- Net cash provided by operating activities was $54.2 million for the third quarter.
- Adjusted free cash flow was $55.6 million for the third quarter.
Analysis
Baldwin reported preliminary third-quarter total revenue of $480.3 million, up 31% from $365.4 million in the prior-year period. Organic revenue growth was 6% year-over-year. Commissions and fees were $475,525 (in thousands), while partnership commissions and fees were $(91,690) (in thousands), reflecting the release's organic-revenue methodology that excludes the first 12 months of commissions and fees from newly acquired partners.
Profitability improved on the reported non-GAAP measure but remained negative under GAAP. Adjusted EBITDA increased 47% to $106.9 million and adjusted EBITDA margin expanded 240 basis points to 22.2% from 19.8%. At the same time, GAAP net loss was $81.6 million, compared with $30.2 million in the prior-year period, and net loss margin was 17%. The reconciliation included 21,003 (in thousands) of Go-Private costs, 43,638 (in thousands) of interest expense, net, and 17,598 (in thousands) of change in fair value of contingent consideration.
Cash generation was positive. Net cash provided by operating activities was $54.2 million, compared with $41.0 million in the prior-year period, and adjusted free cash flow increased 33% year-over-year to $55.6 million. Liquidity included $188.6 million of cash and cash equivalents and $289.1 million of revolving-credit borrowing capacity, while total debt was $2.465 billion as of September 30, 2026.
For the nine months ended September 30, total revenues were $1,505,438 (in thousands), adjusted EBITDA was $360,845 (in thousands), and adjusted EBITDA margin was 24.0%. Nine-month organic revenue growth was 3%, compared with 9% in the prior-year period. The company gave no operating guidance. The results are explicitly preliminary and unaudited, and management stated that actual results may differ materially after completion of the financial statement close process.
The proposed merger is a central near-term consideration. On September 14, 2026, Baldwin entered into a definitive merger agreement under which an investor group led by Sequence Holdings and DFO Management, LLC agreed to acquire the Company in an all-cash transaction for $32.50 per share, subject to the agreement's terms and conditions. The transaction is expected to close during the first quarter of 2027, subject to shareholder approval, regulatory approvals and other customary closing conditions.
Not in the filing
stated, not guessed- Segment revenue, segment profitability and segment growth were not reported.
- Gross profit and gross margin were not reported.
- Operating income (loss), operating margin and operating expenses were not reported.
- GAAP and non-GAAP earnings per share were not reported.
- Income tax rate was not reported.
- Capital expenditures were not reported.
- An unadjusted free cash flow measure was not reported; adjusted free cash flow was reported.
- Share repurchases, dividends and other capital-return amounts were not reported.
- Forward financial guidance was not provided.
- Prior-quarter comparisons were not reported.
- Named executive commentary and executive quotes were not provided.
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
The filing is an SEC Form 8‑K presenting preliminary Q3 financials and confirming a definitive merger agreement.
Ticker impact
Preliminary Q3 2026 results disclosed and an all‑cash $32.50 per share take‑private merger announced, impacting valuation.
downward pressure as the stock aligns with the cash offer price
The merger announcement provides a concrete transaction value; investors will adjust the price to reflect the $32.50 per share premium.
Market effects
Insurance distribution sector may see valuation compression as peers face similar M&A scrutiny.
U.S. market may see modest bearish bias in insurance stocks pending deal outcomes.
Limited to U.S. listed insurers; no broader macro impact.
Counterpoint
If the deal faces regulatory delays, the stock could trade below the $32.50 offer, presenting a short opportunity.
Key entities
- CompanyThe Baldwin Insurance Group, Inc.
U.S. listed insurer (NASDAQ:BWIN) entering a take‑private transaction.
- Investor GroupSequence Holdings
Lead investor group acquiring Baldwin in the all‑cash deal.
