$BWIN earnings report

Baldwin reported third quarter 2026 total revenues of $480,264 thousand, up 31% from $365,389 thousand, while organic revenue growth was 6% and organic revenue was $383,835 thousand against $350,095 thousand. The release attributes the gap between total and organic growth to acquisitions, and the organic revenue table shows partnership commissions and fees of $91,690 thousand in the quarter against $12,222 thousand a year earlier. Revenue growth was therefore concentrated in acquired partnerships, including the CAC Group, which the release reports grew total revenue 14% in the quarter and 20% for nine months.

Costs rose faster than revenue on a GAAP basis. Colleague compensation and benefits were $255,834 thousand against $193,031 thousand, other operating expenses were $111,424 thousand against $56,008 thousand, and amortization expense was $56,420 thousand against $30,394 thousand. Total operating expenses were $523,473 thousand, producing an operating loss of $(43,209) thousand against operating income of $3,216 thousand a year earlier. Net loss was $(81,642) thousand, or a net loss margin of (17)%, and the basic and diluted loss per share was $(0.63) against $(0.27).

On the company's non-GAAP measures, adjusted EBITDA rose 47% to $106,857 thousand, with a margin of 22.2% against 19.8%, and adjusted diluted EPS was $0.42 against $0.31, up 35% as printed. The reconciliation adds back amortization, share-based compensation, a $21,003 thousand Go-Private Transaction cost line and a $17,598 thousand change in fair value of contingent consideration, among other items. Investors comparing the two sets of figures should weigh the size of these adjustments, which total far more than the difference between the GAAP and non-GAAP per share figures.

Cash generation was stronger than earnings. Net cash provided by operating activities was $54,194 thousand in Q3 2026 against $41,017 thousand, and adjusted free cash flow rose to $55,553 thousand from $41,810 thousand. For nine months, operating cash flow was $93,680 thousand against $(39,687) thousand. Cash consideration for business combinations was $(447,503) thousand over the nine months, and the revolving line of credit rose to $272,000 thousand from $107,000 thousand at year-end 2025, while long-term debt increased to $2,148,036 thousand from $1,566,122 thousand. The company reports $188,616 thousand of cash and $289.1 million of revolver borrowing capacity at quarter end.

The filing contains no revenue, margin or earnings guidance and no outlook section, so no forward figures can be compared with prior expectations. The dominant forward item is the September 14, 2026 merger agreement under which the stockholders would receive $32.50 per share in cash, with closing expected in the first quarter of 2027. Results should therefore be read as those of a company that is being taken private, with the release providing no operating outlook for the period after closing.

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.

Baldwin reported second-quarter total revenue of $492.9 million, up 30% year-over-year, with commissions and fees of $ 488,789 (in thousands) and investment income of $ 4,150 (in thousands). Organic revenue growth was 2% year-over-year, while CAC Group total revenue growth was 23% year-over-year. Management attributed momentum to recent partnerships and cited sales velocity of 30% in its combined IAS business and normalized organic growth of 8%.

Profitability was mixed. Adjusted EBITDA increased 37% to $116.7 million and adjusted EBITDA margin expanded 110 basis points to 23.7% from 22.6% in the prior-year period. Adjusted net income was $68.5 million and adjusted diluted EPS increased 14% year-over-year to $0.48. However, total operating expenses were $ 501,282 (in thousands), exceeding total revenues of $ 492,939 (in thousands), producing an operating loss of $ (8,343) (in thousands), versus operating income of $ 27,940 (in thousands) a year earlier.

GAAP results remained negative. Net income (loss) was $ (55,981) (in thousands), and net income (loss) attributable to Baldwin was $ (38,995) (in thousands). Diluted earnings (loss) per share was $ (0.42), compared with $ (0.05) in the prior-year period. Interest expense, net increased to $ (45,666) (in thousands) from $ (31,320) (in thousands), while other operating expenses increased to $ 94,058 (in thousands) from $ 56,119 (in thousands).

Cash generation improved materially on the reported non-GAAP measure. Net cash provided by operating activities was $45.6 million and adjusted free cash flow increased 437% year-over-year to $46.4 million. At June 30, 2026, cash and cash equivalents were $184.5 million and borrowing capacity under the revolving credit facility was $259.4 million. No capital-return activity was reported in the supplied filing text.

For the first six months, revenue increased 29% year-over-year to $1.0 billion, adjusted EBITDA grew 27% year-over-year to $254.0 million, and adjusted free cash flow increased 34% year-over-year to $46.2 million. The six-month adjusted EBITDA margin was 24.8%, compared with 25.2% in the prior-year period, and the Company reported a GAAP net loss of $57.9 million. The release did not provide forward financial guidance; management instead stated that it believes one-time headwinds have largely been lapped and will transition into tailwinds in the back half of 2026.