Amendment: SEC Form SC 13G/A filed by The Baldwin Insurance Group Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

THE BALDWIN INSURANCE GROUP, INC.

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

05589G102

(CUSIP Number)

September 30, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05589G102

(1) Comprises 12,977,590 shares of Class A common stock that would be issuable upon the exchange of a like number of (i) LLC units in The Baldwin Insurance Group Holdings, LLC and (ii) shares of Class B common stock of The Baldwin Insurance Group, Inc. currently owned by BIGH, LLC, an entity controlled by L. Lowry Baldwin (together, one LLC unit in The Baldwin Insurance Group Holdings, LLC, and one share of Class B common stock of The Baldwin Insurance Group, Inc. comprise a paired interest (a “paired LLC Unit/Class B Share interest”) that is exchangeable on a one-for-one basis for one share of Class A common stock), and such shares of Class A common stock listed above are shown on an as-exchanged basis.

(2) As more fully described in Item 4 of this Schedule 13G, as a result of certain voting and consent covenants agreed to by the Holders (as defined below) and related irrevocable proxies granted by the Holders to L. Lowry Baldwin, pursuant to the Voting Agreement (as defined below) in connection with any Vote (as defined below), L. Lowry Baldwin may be deemed to beneficially own an aggregate of 8,160,529 shares of Class A common stock that are beneficially owned by the Reporting Persons other than L. Lowry Baldwin. Capitalized terms used herein are defined in Items 1(a), 2(a) or 4 of this Schedule 13G.

(3) Based on 67,536,347 shares of Class A common stock issued and outstanding as of September 30, 2024. In addition, shares of Class A common stock issuable to the applicable Reporting Person (or issuable to another person, but includible in such Reporting Person’s beneficial ownership) within 60 days of September 30, 2024, including in exchange for paired LLC Unit/Class B Share interests beneficially owned by such Reporting Person, are deemed to be outstanding in computing the percentage of beneficial ownership of the applicable Reporting Person holding such securities but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other Reporting Person.

CUSIP No. 05589G102

(1) Comprises 12,977,590 shares of Class A common stock that would be issuable upon the exchange of a like number of paired LLC Unit/Class B Share interests currently owned by BIGH, LLC, an entity controlled by L. Lowry Baldwin, and such shares of Class A common stock listed above are shown on an as-exchanged basis.

(2) As more fully described in Item 4 of this Schedule 13G, as a result of the Voting Agreement, BIGH, LLC, will vote or exercise its right to consent in the manner directed by L. Lowry Baldwin in connection with any Vote.

(3) Based on 67,536,347 shares of Class A common stock issued and outstanding as of September 30, 2024. In addition, shares of Class A common stock issuable to the applicable Reporting Person (or issuable to another person, but includible in such Reporting Person’s beneficial ownership) within 60 days of September 30, 2024, including in exchange for paired LLC Unit/Class B Share interests beneficially owned by such Reporting Person, are deemed to be outstanding in computing the percentage of beneficial ownership of the applicable Reporting Person holding such securities but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other Reporting Person.

CUSIP No. 05589G102

(1) The total number of shares of Class A common stock reported by Elizabeth H. Krystyn is comprised of 1,864,533 shares of Class A common stock that would be issuable upon the exchange of a like number of paired LLC Unit/Class B Share interests currently owned by the Elizabeth H. Krystyn 2017 Revocable Trust, dated June 28, 2017, of which the Reporting Person serves as the sole trustee and beneficiary. The shares of Class A common stock described in this footnote and listed above are shown on an as-exchanged basis.

(2) As more fully described in Item 4 of this Schedule 13G, as a result of the Voting Agreement, Elizabeth H. Krystyn, in her individual capacity and in her capacity as the trustee of the applicable trusts noted in footnote (1) above, as applicable, and Enrique M. Fueyo, in his capacity as the trustee of the applicable trust noted in footnote (3) below, will vote or exercise their respective rights to consent in the manner directed by L. Lowry Baldwin in connection with any Vote.

(3) Represents 476,343 of Class A common stock that would be issuable upon the exchange of a like number of paired LLC Unit/Class B Share interests currently owned by the Elizabeth H. Krystyn 2019 Irrevocable Trust, dated September 30, 2019, of which Enrique M. Fueyo, Elizabeth H. Krystyn’s spouse, serves as the sole trustee. The shares of Class A common stock described in this footnote and listed above are shown on an as-exchanged basis.

(4) Based on 67,536,347 shares of Class A common stock issued and outstanding as of September 30, 2024. In addition, shares of Class A common stock issuable to the applicable Reporting Person (or issuable to another person, but includible in such Reporting Person’s beneficial ownership) within 60 days of September 30, 2024, including in exchange for paired LLC Unit/Class B Share interests beneficially owned by such Reporting Person, are deemed to be outstanding in computing the percentage of beneficial ownership of the applicable Reporting Person holding such securities but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other Reporting Person.

CUSIP No. 05589G102

(1) The total number of shares of Class A common stock reported by Laura R. Sherman includes:

The shares of Class A common stock that would be issuable upon the exchange of a like number of paired LLC Unit/Class B Share interests as described in this footnote and listed above are shown on an as-exchanged basis.

(2) As more fully described in Item 4 of this Schedule 13G, as a result of the Voting Agreement, Laura R. Sherman, in her individual capacity and in her capacity as the trustee of the applicable trusts noted in footnote (1) above, as applicable, will vote or exercise her right to consent in the manner directed by L. Lowry Baldwin in connection with any Vote.

(3) Based on 67,536,347 shares of Class A common stock issued and outstanding as of September 30, 2024. In addition, shares of Class A common stock issuable to the applicable Reporting Person (or issuable to another person, but includible in such Reporting Person’s beneficial ownership) within 60 days of September 30, 2024, including in exchange for paired LLC Unit/Class B Share interests beneficially owned by such Reporting Person, are deemed to be outstanding in computing the percentage of beneficial ownership of the applicable Reporting Person holding such securities but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other Reporting Person.

CUSIP No. 05589G102

(1) The total number of shares of Class A common stock reported by Trevor L. Baldwin includes:

(2) As more fully described in Item 4 of this Schedule 13G, as a result of the Voting Agreement, Trevor L. Baldwin, in his individual capacity and in his capacity as the trustee of the applicable trust noted in footnote (1) above, as applicable, will vote or exercise his right to consent in the manner directed by L. Lowry Baldwin in connection with any Vote.

(3) Based on 67,536,347 shares of Class A common stock issued and outstanding as of September 30, 2024. In addition, shares of Class A common stock issuable to the applicable Reporting Person (or issuable to another person, but includible in such Reporting Person’s beneficial ownership) within 60 days of September 30, 2024, including in exchange for paired LLC Unit/Class B Share interests beneficially owned by such Reporting Person, are deemed to be outstanding in computing the percentage of beneficial ownership of the applicable Reporting Person holding such securities but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other Reporting Person.

CUSIP No. 05589G102

(1) The total number of shares of Class A common stock reported by Daniel A. Galbraith includes:

(2) As more fully described in Item 4 of this Schedule 13G, as a result of the Voting Agreement, Daniel A. Galbraith, in his individual capacity and in his capacity as the trustee of the applicable trust noted in footnote (1) above, as applicable, and Elizabeth A. Galbraith, in her capacity as the trustee of the applicable trust noted in footnote (3) below, will vote or exercise their respective rights to consent in the manner directed by L. Lowry Baldwin in connection with any Vote.

(3) Represents 11,348 shares of Class A common stock that would be issuable upon the exchange of a like number of paired LLC Unit/Class B Share interests currently owned by the Daniel A. Galbraith 2020 Irrevocable Trust, dated August 5, 2020, of which Elizabeth A. Galbraith, Daniel A. Galbraith’s spouse, serves as the sole trustee. The shares of Class A common stock described in this footnote and listed above are shown on an as-exchanged basis.

(4) Based on 67,536,347 shares of Class A common stock issued and outstanding as of September 30, 2024. In addition, shares of Class A common stock issuable to the applicable Reporting Person (or issuable to another person, but includible in such Reporting Person’s beneficial ownership) within 60 days of September 30, 2024, including in exchange for paired LLC Unit/Class B Share interests beneficially owned by such Reporting Person, are deemed to be outstanding in computing the percentage of beneficial ownership of the applicable Reporting Person holding such securities but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other Reporting Person.

CUSIP No. 05589G102

(1) The total number of shares of Class A common stock reported by Bradford L. Hale includes:

(2) As more fully described in Item 4 of this Schedule 13G, as a result of the Voting Agreement, Bradford L. Hale will vote or exercise his right to consent in the manner directed by L. Lowry Baldwin in connection with any Vote.

(3) Based on 67,536,347 shares of Class A common stock issued and outstanding as of September 30, 2024. In addition, shares of Class A common stock issuable to the applicable Reporting Person (or issuable to another person, but includible in such Reporting Person’s beneficial ownership) within 60 days of September 30, 2024, including in exchange for paired LLC Unit/Class B Share interests beneficially owned by such Reporting Person, are deemed to be outstanding in computing the percentage of beneficial ownership of the applicable Reporting Person holding such securities but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other Reporting Person.

4211 W. Boy Scout Blvd.
Suite 800
Tampa, Florida 33607

This Schedule 13G is being filed by:

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.

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.

See row 4 of the cover sheet of each Reporting Person.

This Schedule 13G relates to the Issuer’s Class A common stock, par value $0.01 per share.

05589G102

Not applicable.

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.

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.

Not applicable.

Not applicable.

Not applicable.

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.

Not applicable.

Not applicable.

EXHIBIT INDEX

SIGNATURES

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.

Dated: November 4, 2024

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