Baldwin Insurance Group 提交 8-K 财务披露文件

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2026

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The Baldwin Insurance Group, Inc.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices) (Zip code)

(Registrant’s telephone number, including area code): (866) 279-0698

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As previously announced, The Baldwin Insurance Group, Inc., a Delaware corporation (the “Company”), Red Rock Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Red Rock Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Cobbs Allen Capital Holdings, LLC, a Delaware limited liability company (“Seller”), CAH Holdings, Inc., a Delaware corporation and the Seller Representatives named therein, entered into a Transaction Agreement (as may be amended, modified or supplemented from time to time, the “Transaction Agreement”) pursuant to which, subject to the terms and conditions of the Transaction Agreement, Seller agreed to sell, and the Company agreed to purchase, the business of Seller (the “Transaction”). On January 1, 2026, the Company consummated the Transaction, as previously reported in the Company’s Current Report on Form 8-K filed on January 2, 2026 (the “Prior Current Report”).

This Current Report on Form 8-K is being filed to provide the audited financial statements of Seller as of and for the years ended December 31, 2025 and 2024, and updated unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2025, in each case relating to the Transaction. The Company previously filed unaudited pro forma condensed combined financial information with respect to the Transaction under Items 9.01(a) and 9.01(b) of the Prior Current Report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The historical audited financial statements of Cobbs Allen Capital Holdings, LLC as of and for the years ended December 31, 2025 and 2024, as well as the accompanying notes thereto and the related Report of Independent Auditors issued by PricewaterhouseCoopers LLP dated April 14, 2026, are filed as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined statements of income (loss) of the Company for the year ended December 31, 2025, and the unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2025, and the notes related thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference. The unaudited pro forma condensed combined financial information combines, among other adjustments, the Company’s financial statements with Cobbs Allen Capital Holdings, LLC’s financial statements.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.