Baldwin Insurance Group (BWIN) Proxy filing summary

Executive summary

• Merger agreement signed September 14, 2026; three linked mergers would make the surviving corporation a wholly owned subsidiary of Parent and end public ownership.

• Eligible Class A shares receive $32.50 cash each, valuing the transaction at ~$7.7 billion and representing an 87.5% premium to the June 17, 2026 unaffected closing price.

• Closing is expected in Q1 2027, subject to stockholder approval and other conditions; the merger agreement has no financing condition.

Voting matters and shareholder proposals

• Stockholders are asked to approve the merger agreement, adjournment of the special meeting if needed, and a nonbinding advisory vote on merger-related executive compensation.

• Merger approval requires a majority of outstanding voting power of Class A and Class B shares voting together; this is the only stockholder vote required for the transaction.

• Adjournment and compensation proposals each require a majority of voting power present or represented by proxy and entitled to vote; the board recommends FOR all three proposals.

• Rollover holders agreed to vote in favor of the merger and permitted adjournments, and against competing acquisition proposals and actions that could impede closing.

Board of directors and corporate governance

• A committee of independent, disinterested directors oversaw negotiations; it unanimously found the transaction fair and advisable for unaffiliated stockholders, and the full board unanimously approved and recommended it.

• Perella Weinberg and Ardea each concluded that the $32.50 consideration was fair from a financial point of view to the holders covered by their respective opinions.

• The committee cited the $32.50 price as the best value reasonably obtainable after a sale process; 25 financial investors were contacted, six submitted initial bids, and the Sponsors’ offer was highest.

• After closing, Merger Sub’s directors are to become directors of the surviving corporation; existing officers are to continue until successors are appointed or elected.