Baldwin Insurance Group Announces Merger for $32.50 Cash Per Share

What Happened

• On September 14, 2026 Baldwin Insurance Group, Inc. (BWIN) entered into a definitive Agreement and Plan of Merger with Square Acquisition Parent, Inc. (Parent) and related merger subsidiaries. Under the agreement, Merger Sub will merge into Baldwin (the Company will survive) and an LLC merger will convert OpCo LLC units; the deal values each outstanding Class A share at $32.50 in cash. Parent is ultimately owned by Sequence AI Holdings, Inc.; DFO Management (investment vehicles for Michael Dell and family) has committed equity financing and provided a limited guarantee to support Parent’s funding obligations.
• The Board (after a unanimous Special Committee recommendation) approved the transaction, and holders of a majority of the Class B shares have delivered written consents in favor. If completed, the Company’s securities will be delisted from Nasdaq and deregistered under the Exchange Act.

Key Details

• Merger consideration: $32.50 in cash per outstanding Class A share (subject to limited exceptions); each Class B share will be canceled for no consideration. OpCo LLC units receive the same cash treatment in the LLC merger (other than retained units/rollovers).
• Equity/debt financing: DFO committed equity financing via an Equity Commitment Letter and furnished a limited guarantee; lenders have delivered a debt commitment letter. The Mergers are not conditioned on financing.
• Closing timeline and approvals: Agreement signed Sept 14, 2026; outside closing conditions include shareholder approval (Requisite Company Vote), HSR and other regulatory clearances, and customary closing conditions. Initial end date for closing is June 14, 2027 (may extend to Sept 14, 2027 for regulatory delays).
• Termination fees: Company Termination Fee = $170,334,000 (if Company accepts a superior proposal in certain cases); Parent Termination Fee = $276,218,000 (if Parent breaches or fails to close in specified circumstances).
• Equity awards: Company PSUs and RSAs will generally be converted into cash equivalents tied to the $32.50 Merger Consideration, with certain contingent or service‑vested conversions to address tax or vesting issues.

Why It Matters

• Immediate cash value: Holders of Class A shares are being cashed out at $32.50 per share if the deal closes; Class B holders are being canceled for no consideration unless they participate in rollover arrangements described in the filing.
• Company going private: Completion will result in delisting and deregistration, reducing public liquidity and ending regular SEC reporting — important for current and prospective retail investors.
• Transaction risk and protections: The deal has Board and significant holder support and committed financing, but remains subject to regulatory approvals and other customary closing conditions. Large termination fees and the DFO guarantee are notable protections and downside/recovery mechanisms identified in the agreement.
• Treatment of equity awards and rollovers: Employees and management may receive cash, contingent cash awards or equity in the buyer (via Rollover Agreements), affecting compensation outcomes and potential tax consequences.