The Baldwin Insurance Group Inc.

05/14/2025 | Press release | Distributed by Public on 05/14/2025 15:42

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BIGH, LLC
2. Issuer Name and Ticker or Trading Symbol
Baldwin Insurance Group, Inc. [BWIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of 10% Owner Group
(Last) (First) (Middle)
4211 W. BOY SCOUT BLVD., SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2025
(Street)
TAMPA, FL 33607
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 05/12/2025 J(1) 30,000 D $ 0 (1) 12,747,590(2) D
Class B Common Stock 05/12/2025 J(3) 62,500 D $ 0 (3) 12,685,090(2) D
Class B Common Stock 05/12/2025 J(4) 62,500 D $ 0 (4) 12,622,590(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units in The Baldwin Insurance Group Holdings, LLC $ 0 05/12/2025 J(1) 30,000 (5) (5) Class A Common Stock 30,000 $ 0 (1) 12,747,590(2) D
LLC Units in The Baldwin Insurance Group Holdings, LLC $ 0 05/12/2025 J(3) 62,500 (5) (5) Class A Common Stock 62,500 $ 0 (3) 12,685,090(2) D
LLC Units in The Baldwin Insurance Group Holdings, LLC $ 0 05/12/2025 J(4) 62,500 (5) (5) Class A Common Stock 62,500 $ 0 (4) 12,622,590(2) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BIGH, LLC
4211 W. BOY SCOUT BLVD.
SUITE 800
TAMPA, FL 33607
X Member of 10% Owner Group

Signatures

/s/ Seth Cohen, as Attorney-in Fact, for BIGH, LLC 05/14/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These securities were distributed to a member of the reporting person in exchange for a corresponding reduction in such member's ownership of the reporting person.
(2) The reporting person disclaims beneficial ownership in these securities except to the extent of its pecuniary interest therein.
(3) The securities were distributed by the reporting person to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which L. Lowry Baldwin (who is the sole manager of the manager of the reporting person and who is deemed to have beneficial ownership of the securities held by the reporting person to the extent of his pecuniary therein) is sole trustee, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of the reporting person.
(4) The securities were distributed by the reporting person to The Pop Pop Trust, of which L. Lowry Baldwin (who is the sole manager of the manager of the reporting person and who is deemed to have beneficial ownership of the securities held by the reporting person to the extent of his pecuniary therein) is sole trustee, in exchange for a corresponding reduction in The Pop Pop Trust's ownership of the reporting person.
(5) Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time. The LLC Units do not expire.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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