Filing Details

Accession Number:
0001214659-25-007905
Form Type:
13G Filing
Publication Date:
2025-05-14 20:00:00
Filed By:
L. Lowry Baldwin
Company:
Baldwin Insurance Group Inc.
Filing Date:
2025-05-15
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Beneficially Owned Number of Shares Beneficially Owned Number of Aggregate Shares Percent of Class
L. Lowry Baldwin 0 20,400,702 22.5%
BIGH, LLC 0 12,622,590 15.2%
Elizabeth H. Krystyn 0 1,916,999 2.6%
Laura R. Sherman 0 2,237,544 3.1%
Trevor L. Baldwin 0 2,156,398 3.0%
Daniel A. Galbraith 0 1,149,841 1.6%
Bradford L. Hale 0 254,830 0.4%
Filing





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  Rows 5, 7 and 9: The total number of shares of Class A common stock reported by L. Lowry Baldwin includes: - 12,622,590 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. (the "Issuer") 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 are shown above on an as-exchanged basis; - 31,250 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 Pop Pop Trust, of which the Reporting Person serves as the sole trustee, and such shares of Class A common stock are shown above on an as-exchanged basis; and - 31,250 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 L. Lowry Baldwin Revocable Family Trust, of which the Reporting Person serves as the sole trustee, and such shares of Class A common stock are shown above on an as-exchanged basis. Rows 6 and 9: 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 7,715,612 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. Row 11: Based on 70,641,158 shares of Class A common stock issued and outstanding as of April 29, 2025. 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 April 29, 2025, 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.


SCHEDULE 13G



Comment for Type of Reporting Person:  Rows 6, 8 and 9: Represents 12,622,590 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 are shown above on an as-exchanged basis. Row 6: 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. Row 11: Based on 70,641,158 shares of Class A common stock issued and outstanding as of April 29, 2025. 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 April 29, 2025, 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.


SCHEDULE 13G



Comment for Type of Reporting Person:  Rows 6, 7 and 9: Represents 1,440,656 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 are shown above on an as-exchanged basis. Row 6: 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 the footnote above, as applicable, and Enrique M. Fueyo, in his capacity as the trustee of the applicable trust noted in the following footnote, will vote or exercise their respective rights to consent in the manner directed by L. Lowry Baldwin in connection with any Vote. Rows 6, 8 and 9: Represents 476,343 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 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 are shown above on an as-exchanged basis. Row 11: Based on 70,641,158 shares of Class A common stock issued and outstanding as of April 29, 2025. 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 April 29, 2025, 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.


SCHEDULE 13G



Comment for Type of Reporting Person:  Rows 6, 7 and 9: The total number of shares of Class A common stock reported by Laura R. Sherman includes: - 1,326 shares of Class A common stock owned directly by Laura R. Sherman; and - 2,236,218 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 Laura R. Sherman Trust, dated April 15, 2019, of which the Reporting Person serves as the sole trustee and beneficiary, and such shares of Class A common stock are shown above on as-exchanged basis. Row 6: 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 the footnote above, as applicable, will vote or exercise her right to consent in the manner directed by L. Lowry Baldwin in connection with any Vote. Row 11: Based on 70,641,158 shares of Class A common stock issued and outstanding as of April 29, 2025. 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 April 29, 2025, 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.


SCHEDULE 13G



Comment for Type of Reporting Person:  Rows 6, 7 and 9: The total number of shares of Class A common stock reported by Trevor L. Baldwin includes: - 11,334 shares of Class A common stock owned directly by Trevor L. Baldwin; - 27,676 shares of Class A common stock owned by the TLB 2020 Trust, of which the Reporting Person serves as the sole trustee; and - 2,117,388 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 TLB 2020 Trust, of which the Reporting Person serves as the sole trustee, and such shares of Class A common stock are shown above on an as-exchanged basis. Row 6: 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 the footnote above, as applicable, will vote or exercise his right to consent in the manner directed by L. Lowry Baldwin in connection with any Vote. Row 11: Based on 70,641,158 shares of Class A common stock issued and outstanding as of April 29, 2025. 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 April 29, 2025, 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.


SCHEDULE 13G



Comment for Type of Reporting Person:  Rows 6, 7 and 9: The total number of shares of Class A common stock reported by Daniel A. Galbraith includes: - 3,849 shares of Class A common stock owned directly by Daniel A. Galbraith; and - 1,134,644 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 Revocable Trust, dated July 27, 2020, and such shares of Class A common stock are shown above on an as-exchanged basis. Row 6: 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 the footnote above, as applicable, and Elizabeth A. Galbraith, in her capacity as the trustee of the applicable trust noted in the following footnote, will vote or exercise their respective rights to consent in the manner directed by L. Lowry Baldwin in connection with any Vote. Rows 6, 8 and 9: 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 are shown above on an as-exchanged basis. Row 11: Based on 70,641,158 shares of Class A common stock issued and outstanding as of April 29, 2025. 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 April 29, 2025, 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.


SCHEDULE 13G



Comment for Type of Reporting Person:  Rows 6, 7 and 9: The total number of shares of Class A common stock reported by Bradford L. Hale includes: - 134,659 shares of Class A common stock owned directly by Bradford L. Hale; and - 120,171 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 directly by Bradford L. Hale, and such shares of Class A common are shown above on an as-exchanged basis. Row 6: 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. Row 11: Based on 70,641,158 shares of Class A common stock issued and outstanding as of April 29, 2025. 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 April 29, 2025, 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.


SCHEDULE 13G


 
L. Lowry Baldwin
 
Signature:/s/ Seth Cohen
Name/Title:Attorney-in-Fact
Date:05/15/2025
 
BIGH, LLC
 
Signature:/s/ Seth Cohen
Name/Title:Attorney-in-Fact
Date:05/15/2025
 
Elizabeth H. Krystyn
 
Signature:/s/ Seth Cohen
Name/Title:Attorney-in-Fact
Date:05/15/2025
 
Laura R. Sherman
 
Signature:/s/ Seth Cohen
Name/Title:Attorney-in-Fact
Date:05/15/2025
 
Trevor L. Baldwin
 
Signature:/s/ Seth Cohen
Name/Title:Attorney-in-Fact
Date:05/15/2025
 
Daniel A. Galbraith
 
Signature:/s/ Seth Cohen
Name/Title:Attorney-in-Fact
Date:05/15/2025
 
Bradford L. Hale
 
Signature:/s/ Seth Cohen
Name/Title:Attorney-in-Fact
Date:05/15/2025
Exhibit Information

Exhibit 99.1 Amended and Restated Joint Filing Agreement (filed herewith). Exhibit 99.2 Power of Attorney for L. Lowry Baldwin (incorporated herein by reference to Exhibit 24.1 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021). Exhibit 99.3 Power of Attorney for BIGH, LLC (incorporated herein by reference to Exhibit 24.2 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021). Exhibit 99.4 Power of Attorney for Elizabeth H. Krystyn (incorporated herein by reference to Exhibit 24.3 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021). Exhibit 99.5 Power of Attorney for Laura R. Sherman (incorporated herein by reference to Exhibit 24.5 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021). Exhibit 99.6 Power of Attorney for Trevor L. Baldwin (incorporated herein by reference to Exhibit 24.7 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021). Exhibit 99.7 Power of Attorney for Daniel A. Galbraith (incorporated herein by reference to Exhibit 24.11 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021). Exhibit 99.8 Power of Attorney for Bradford L. Hale (incorporated herein by reference to Exhibit 24.12 of the Reporting Person's Schedule 13G filed with the Securities and Exchange Commission on February 11, 2021).