-- Second Quarter Total Revenue Growth of 30% to $492.9 Million --
-- Second Quarter Net Loss of $56.0 Million; Adjusted EBITDA(1) Growth of 37% to $116.7 Million --
-- Second Quarter Diluted Loss Per Share of $0.42; Adjusted Diluted EPS(2) of $0.48 --
-- Second Quarter Net Loss Margin of 11%; Adjusted EBITDA Margin(1) of 24% --
-- Second Quarter Net Cash Provided by Operating Activities of $45.6 Million; Adjusted Free Cash Flow(3) Increased 437% to $46.4 Million --
-- Year-to-Date Net Cash Provided by Operating Activities of $39.5 Million; Adjusted Free Cash Flow Increased 34% to $46.2 Million --
TAMPA, Fla.--(BUSINESS WIRE)--July 30, 2026--
The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. ("Baldwin" or the "Company") (NASDAQ: BWIN), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial clients, today announced its results for the second quarter ended June 30, 2026.
SECOND QUARTER 2026 HIGHLIGHTS
-- Total revenue increased 30% year-over-year to $492.9 million
-- Organic revenue growth(4) of 2% year-over-year
-- CAC Group total revenue growth(5) of 23% year-over-year
-- GAAP net loss of $56.0 million and GAAP diluted loss per share of
$0.42
-- Adjusted net income(2) of $68.5 million
-- Adjusted diluted EPS increased 14% year-over-year to $0.48
-- Adjusted EBITDA grew 37% to $116.7 million
-- Net loss margin of 11%
-- Adjusted EBITDA margin of 23.7%, a 110 basis point expansion compared
to 22.6% in the prior-year period
-- Net cash provided by operating activities of $45.6 million
-- Adjusted free cash flow increased 437% year-over-year to $46.4 million
"We are thrilled with our momentum as reflected in our strong second quarter results. Total revenue grew 30% to $492.9 million, adjusted EBITDA grew 37% to $116.7 million, and adjusted free cash flow increased 437% to $46.4 million," said Trevor Baldwin, Chief Executive Officer of The Baldwin Group. "As we previously highlighted, we have largely lapped the idiosyncratic, one-time headwinds that we believe will transition into tailwinds for our business in the back half of 2026. When combined with the strong contribution from our recent partnerships, we continue to win market share at an outsized rate, evidenced by sales velocity of 30% in our combined IAS business and normalized organic growth of 8%. This is a testament to the depth of expertise, value delivered to clients, and commitment from our dedicated colleagues."
Baldwin added, "We remain excited for the opportunities we have ahead of us and what we can achieve in the coming year for shareholders, clients and colleagues."
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026, cash and cash equivalents were $184.5 million and the Company had $259.4 million of borrowing capacity under its revolving credit facility.
SIX MONTHS 2026 RESULTS
-- Revenue increased 29% year-over-year to $1.0 billion
-- Organic revenue growth of 2% year-over-year
-- CAC Group total revenue growth of 25% year-over-year
-- GAAP net loss of $57.9 million and GAAP diluted loss per share of
$0.39
-- Adjusted net income of $157.8 million
-- Adjusted diluted EPS grew 5% year-over-year to $1.11
-- Adjusted EBITDA grew 27% year-over-year to $254.0 million
-- Net loss margin of 6%
-- Adjusted EBITDA margin was 24.8% compared to 25.2% in the prior-year
period
-- Net cash provided by operating activities of $39.5 million
-- Adjusted free cash flow increased 34% year-over-year to $46.2 million
WEBCAST AND CONFERENCE CALL INFORMATION
Baldwin will host a live audio webcast today at 5:00 PM Eastern Time to discuss the Company's second quarter 2026 performance, including management's perspectives on the business. The live audio webcast will be accessible via Baldwin's investor relations website at ir.baldwin.com and a replay of the webcast will be available at ir.baldwin.com for approximately one year.
ABOUT THE BALDWIN GROUP
The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. ("Baldwin") (NASDAQ: BWIN) and its affiliates, is an independent insurance distribution firm providing indispensable expertise and insights that strive to give our clients the confidence to pursue their purpose, passion and dreams. As a team of dedicated entrepreneurs and insurance professionals, we have come together to help protect the possible for our clients. We do this by delivering bespoke client solutions, services, and innovation through our comprehensive and tailored approach to risk management, insurance, and employee benefits. We support our clients, colleagues, insurance company partners, and communities through the deployment of vanguard resources and capital to drive our organic and inorganic growth. The Baldwin Group proudly represents more than three million clients across the United States and internationally. For more information, please visit www.baldwin.com.
FOOTNOTES
(1) Adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures.
Reconciliation of adjusted EBITDA and adjusted EBITDA margin to net
income (loss), the most directly comparable GAAP financial measure, is
set forth in the reconciliation table accompanying this release.
(2) Adjusted net income and adjusted diluted EPS are non-GAAP measures.
Reconciliation of adjusted net income to net income attributable to
Baldwin and reconciliation of adjusted diluted EPS to diluted earnings
(loss) per share, the most directly comparable GAAP financial measures,
is set forth in the reconciliation table accompanying this release.
(3) Adjusted free cash flow is a non-GAAP measure. Reconciliation of
adjusted free cash flow to net cash provided by (used in) operating
activities, the most directly comparable GAAP financial measure, is set
forth in the reconciliation table accompanying this release.
(4) Organic revenue for the three and six months ended June 30, 2025 used to
calculate organic revenue growth for the three and six months ended June
30, 2026 was $376.3 million and $786.8 million, respectively, which is
adjusted to exclude commissions and fees from divestitures that occurred
during 2025. Organic revenue is also adjusted to exclude the first 12
months of commissions and fees generated from new partners during the
three and six months ended June 30, 2026. Organic revenue and organic
revenue growth are non-GAAP measures. Reconciliation of organic revenue
and organic revenue growth to commissions and fees, the most directly
comparable GAAP financial measure, is set forth in the reconciliation
table accompanying this release.
(5) CAC Group total revenue growth is calculated as standalone CAC Group
GAAP revenue for the three and six months ended June 30, 2026 compared
to CAC Group GAAP revenue for the three and six months ended June 30,
2025.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Baldwin's expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address Baldwin's future operating, financial or business performance or Baldwin's strategies or expectations. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "projects," "potential," "outlook" or "continue," or the negative of these terms or other comparable terminology. Forward-looking statements are based on management's current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption "Risk Factors" in Baldwin's Annual Report on Form 10-K for the year ended December 31, 2025 and in Baldwin's other filings with the SEC, which are available free of charge on the SEC's website at: www.sec.gov, including those risks and other factors relevant to Baldwin's business, financial condition and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Baldwin or to persons acting on Baldwin's behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Baldwin does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.
THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- ------------------------
(in thousands,
except per share
data) 2026 2025 2026 2025
--------- --------- ----------- -----------
Revenues:
Commissions and
fees $488,789 $376,249 $1,017,650 $786,780
Investment
income 4,150 2,562 7,524 5,436
------- ------- --------- -------
Total
revenues 492,939 378,811 1,025,174 792,216
Operating
expenses:
Colleague
compensation
and benefits 264,323 195,471 547,935 393,491
Outside
commissions 71,798 73,586 138,477 139,409
Other operating
expenses 94,058 56,119 318,221 114,138
Amortization
expense 56,027 26,010 111,074 51,892
Change in fair
value of
contingent
consideration 12,303 (1,957) 14,272 6,104
Depreciation
expense 2,773 1,642 4,804 3,225
------- ------- --------- -------
Total
operating
expenses 501,282 350,871 1,134,783 708,259
Operating income
(loss) (8,343) 27,940 (109,609) 83,957
Other income
(expense):
Interest
expense, net (45,666) (31,320) (84,566) (61,296)
Gain (loss) on
divestitures -- (1,111) -- 290
Loss on
extinguishment
and
modification of
debt (129) -- (7,538) (2,394)
Other income
(expense), net (2,423) 35 (1,776) (115)
------- ------- --------- -------
Total other
expense,
net (48,218) (32,396) (93,880) (63,515)
------- ------- --------- -------
Income (loss)
before income
taxes and share of
net earnings of
equity method
investee (56,561) (4,456) (203,489) 20,442
Share of net
earnings of
equity method
investee 664 -- 1,175 --
------- ------- --------- -------
Income (loss)
before income
taxes (55,897) (4,456) (202,314) 20,442
Less: income tax
expense
(benefit) 84 685 (144,437) 685
------- ------- --------- -------
Net income (loss) (55,981) (5,141) (57,877) 19,757
Less: net income
(loss)
attributable to
noncontrolling
interests (16,986) (1,977) (21,223) 8,982
------- ------- --------- -------
Net income (loss)
attributable to
Baldwin $(38,995) $ (3,164) $ (36,654) $ 10,775
======= ======= ========= =======
Basic earnings
(loss) per share $ (0.42) $ (0.05) $ (0.39) $ 0.16
Diluted earnings
(loss) per share $ (0.42) $ (0.05) $ (0.39) $ 0.15
Weighted-average
shares of Class A
common stock
outstanding -
basic 92,761 68,010 93,278 67,045
Weighted-average
shares of Class A
common stock
outstanding -
diluted 92,761 68,010 93,278 70,393
Net income (loss) $(55,981) $ (5,141) $ (57,877) $ 19,757
Other
comprehensive
income 3,343 -- 6,635 --
------- ------- --------- -------
Comprehensive
income (loss) (52,638) (5,141) (51,242) 19,757
Less:
comprehensive
income (loss)
attributable to
noncontrolling
interests (15,932) (1,977) (19,123) 8,982
------- ------- --------- -------
Comprehensive
income (loss)
attributable to
Baldwin $(36,706) $ (3,164) $ (32,119) $ 10,775
======= ======= ========= =======
THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and
per share data) June 30, 2026 December 31, 2025
--------------- ---------------------
Assets
Current assets:
Cash and cash equivalents $ 184,499 $ 123,669
Fiduciary cash 426,189 223,228
Assumed premiums, commissions
and fees receivable, net 433,617 342,136
Fiduciary receivables 782,194 497,035
Prepaid expenses and other
current assets 19,592 13,650
---------- --------------
Total current assets 1,846,091 1,199,718
Property and equipment, net 33,377 22,502
Right-of-use assets 81,552 61,976
Other assets 111,257 82,419
Intangible assets, net 1,450,040 978,434
Goodwill 2,652,407 1,517,171
---------- --------------
Total assets $ 6,174,724 $ 3,862,220
========== ==============
Liabilities, Mezzanine Equity
and Stockholders' Equity
Current liabilities:
Fiduciary liabilities $ 1,208,383 $ 720,263
Commissions payable 97,040 50,933
Accrued expenses and other
current liabilities 294,241 252,560
Current portion of contingent
earnout liabilities 120,901 9,004
---------- --------------
Total current liabilities 1,720,565 1,032,760
Revolving line of credit 302,000 107,000
Long-term debt, less current
portion 2,150,725 1,566,122
Contingent earnout liabilities,
less current portion 225,923 14,289
Operating lease liabilities,
less current portion 75,128 57,651
Tax Receivable Agreement
liabilities 144,570 --
Deferred tax liabilities 4,650 --
Other liabilities 129,376 --
---------- --------------
Total liabilities 4,752,937 2,777,822
---------- --------------
Commitments and contingencies
Mezzanine equity:
Redeemable noncontrolling
interest 614 519
Stockholders' equity:
Class A common stock, par
value $0.01 per share,
300,000,000 shares
authorized; 96,368,518 and
71,779,608 shares issued and
outstanding at June 30, 2026
and December 31, 2025,
respectively 964 718
Class B common stock, par
value $0.0001 per share,
100,000,000 shares
authorized; 43,059,762 and
46,703,818 shares issued and
outstanding at June 30, 2026
and December 31, 2025,
respectively 4 5
Additional paid-in capital 1,246,901 844,236
Accumulated deficit (368,468) (245,236)
Accumulated other
comprehensive income 5,027 492
---------- --------------
Total stockholders' equity
attributable to Baldwin 884,428 600,215
Noncontrolling interest 536,745 483,664
---------- --------------
Total stockholders' equity 1,421,173 1,083,879
---------- --------------
Total liabilities,
mezzanine equity and
stockholders' equity $ 6,174,724 $ 3,862,220
========== ==============
THE BALDWIN INSURANCE GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months
Ended June 30,
------------------------
(in thousands) 2026 2025
---------- ------------
Cash flows from operating activities:
Net income (loss) $ (57,877) $ 19,757
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 115,878 55,117
Change in fair value of contingent
consideration 14,272 6,104
Share-based compensation expense 33,519 29,755
Deferred taxes (14,873) --
Payment of contingent earnout
consideration in excess of purchase
price accrual (6,739) (85,090)
Gain on divestitures -- (290)
Amortization of deferred financing
costs 8,633 2,843
Other operating activity (2,602) 766
Changes in operating assets and
liabilities:
Assumed premiums, commissions and
fees receivable, net (46,138) (53,896)
Prepaid expenses and other current
assets (6,866) (4,916)
Right-of-use assets 13,531 7,950
Accounts payable, accrued expenses
and other current liabilities (3,731) (19,727)
Colleague earnout incentives -- (31,824)
Operating lease liabilities (7,521) (7,253)
-------- --------
Net cash provided by (used in)
operating activities 39,486 (80,704)
-------- --------
Cash flows from investing activities:
Cash consideration paid for business
combinations, net of cash received (447,503) (11,699)
Capital expenditures (27,848) (20,310)
Deferred payments for business
combinations (25,000) --
Cash consideration paid for asset
acquisitions (12,052) (460)
Investments in and loans for business
ventures (8,465) (15,633)
Proceeds from divestitures, net of cash
transferred -- 1,901
-------- --------
Net cash used in investing
activities (520,868) (46,201)
-------- --------
Cash flows from financing activities:
Change in fiduciary receivables and
liabilities, net 98,968 55,283
Repurchase of common stock (126,833) --
Proceeds from revolving line of credit 371,000 121,000
Payments on revolving line of credit (176,000) (9,000)
Proceeds from refinancing of long-term
debt 600,000 935,800
Payments relating to extinguishment and
modification of long-term debt -- (835,800)
Payments on long-term debt (10,561) (4,679)
Payments of deferred financing costs (4,040) --
Payment of contingent earnout
consideration up to amount of purchase
price accrual -- (64,256)
Other financing activity (7,361) (510)
-------- --------
Net cash provided by financing
activities 745,173 197,838
-------- --------
Net increase in cash and cash equivalents
and fiduciary cash 263,791 70,933
Cash and cash equivalents and fiduciary
cash at beginning of period 346,897 312,769
-------- --------
Cash and cash equivalents and fiduciary
cash at end of period $ 610,688 $ 383,702
======== ========
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA, adjusted EBITDA margin, organic revenue, organic revenue growth, adjusted net income, adjusted diluted earnings per share ("EPS"), and adjusted net cash provided by operating activities ("adjusted free cash flow") are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for organic revenue and organic revenue growth), net income (loss) (for adjusted EBITDA and adjusted EBITDA margin), net income (loss) attributable to Baldwin (for adjusted net income), diluted earnings (loss) per share (for adjusted diluted EPS) or net cash provided by (used in) operating activities (for adjusted free cash flow), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income (loss), net income (loss) attributable to Baldwin, diluted earnings (loss) per share, net cash provided by (used in) operating activities or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly, these measures may not be comparable to similarly titled measures used by other companies.
We define adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related partnership and integration expenses, transformation costs, severance, and certain non-recurring items, including those related to raising capital. We believe that adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance, and that the presentation of this measure enhances an investor's understanding of our financial performance.
Adjusted EBITDA margin is adjusted EBITDA divided by total revenues. Adjusted EBITDA margin is a key metric used by management and our board of directors to assess our financial performance. We believe that adjusted EBITDA margin is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance, and that the presentation of this measure enhances an investor's understanding of our financial performance. We believe that adjusted EBITDA margin is helpful in measuring profitability of operations on a consolidated level.
Adjusted EBITDA and adjusted EBITDA margin have important limitations as analytical tools. For example, adjusted EBITDA and adjusted EBITDA margin:
-- do not reflect any cash capital expenditure requirements for the assets
being depreciated and amortized that may have to be replaced in the
future;
-- do not reflect changes in, or cash requirements for, our working
capital needs;
-- do not reflect the impact of certain cash charges resulting from
matters we consider not to be indicative of our ongoing operations;
-- do not reflect the interest expense or the cash requirements necessary
to service interest or principal payments on our debt;
-- do not reflect share-based compensation expense and other non-cash
charges; and
-- exclude certain tax payments that may represent a reduction in cash
available to us.
We calculate organic revenue based on commissions and fees for the relevant period by excluding (i) the first 12 months of commissions and fees generated from new partners and (ii) commissions and fees from divestitures. Organic revenue growth is the change in organic revenue period-to-period, with prior period results adjusted to (i) include commissions and fees that were excluded from organic revenue in the prior period because the relevant partners had not yet reached the 12-month owned mark, but which have reached the 12-month owned mark in the current period, and (ii) exclude commissions and fees related to divestitures from organic revenue. For example, commissions and fees from a partner acquired on June 1, 2025 are excluded from organic revenue for 2025. However, after June 1, 2026, results from June 1, 2025 to December 31, 2025 for such partners are compared to results from June 1, 2026 to December 31, 2026 for purposes of calculating organic revenue growth in 2026. Organic revenue growth is a key metric used by management and our board of directors to assess our financial performance. We believe that organic revenue and organic revenue growth are appropriate measures of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner.
We define adjusted net income as net income (loss) attributable to Baldwin adjusted for depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related partnership and integration expenses, transformation costs, severance, and certain non-recurring costs that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments. We believe that adjusted net income is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance.
Adjusted diluted EPS measures our per share earnings excluding certain expenses as discussed above for adjusted net income and assuming all shares of Class B common stock were exchanged for Class A common stock on a one-for-one basis. Adjusted diluted EPS is calculated as adjusted net income divided by adjusted diluted weighted-average shares outstanding. We believe adjusted diluted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods.
We calculate adjusted free cash flow because we incur substantial earnout liabilities in conjunction with our partnership strategy. Adjusted free cash flow is calculated as net cash provided by (used in) operating activities excluding the impact of: (i) the payment of contingent earnout consideration in excess of purchase price accrual, and (ii) the payment of colleague earnout incentives. We believe that adjusted free cash flow is an important measure of our ability to generate cash from our business operations.
Reconciliation of guidance regarding adjusted EBITDA, organic revenue growth and adjusted diluted EPS to the most directly comparable GAAP measures is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity, and low visibility with respect to commissions and fees, net income (loss), diluted earnings (loss) per share or other consolidated income statement data prepared in accordance with GAAP. The Company is currently unable to predict with a reasonable degree of certainty the type and extent of items that would be expected to impact these GAAP financial measures for these periods. The unavailable information could have a significant impact on the non-GAAP measures.
Adjusted EBITDA and Adjusted EBITDA Margin
The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net income (loss), which we consider to be the most directly comparable GAAP financial measure:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------------- ----------------------------
(in thousands, except
percentages) 2026 2025 2026 2025
------------ ------------ -------------- ------------
Revenues $492,939 $378,811 $1,025,174 $792,216
Net income (loss) $(55,981) $ (5,141) $ (57,877) $ 19,757
Adjustments to net
income (loss):
Amortization expense 56,027 26,010 111,074 51,892
Interest expense,
net(1) 46,140 31,320 85,347 61,296
Share-based
compensation 20,701 16,952 33,519 29,755
Transaction-related
partnership and
integration
expenses 14,695 3,985 22,868 5,518
Transaction closing
costs -- -- 17,668 --
Change in fair value
of contingent
consideration 12,303 (1,957) 14,272 6,104
Income and other
taxes(2) 1,084 1,348 (13,064) 2,819
Transformation
costs(3) 6,441 227 9,500 772
Loss on
extinguishment and
modification of
debt 129 -- 7,538 2,394
Severance 3,874 1,618 5,689 2,825
Depreciation expense 2,773 1,642 4,804 3,225
Colleague earnout
incentives -- 1,490 -- (1,779)
Impairment of
right-of-use assets -- 1,188 -- 1,188
Loss (gain) on
divestitures -- 1,111 -- (290)
Other(4) 8,554 5,719 12,650 13,831
------- ------- --------- -------
Adjusted EBITDA $116,740 $ 85,512 $ 253,988 $199,307
======= ======= ========= =======
Net income (loss) margin (11)% (1)% (6)% 2%
Adjusted EBITDA margin 23.7% 22.6% 24.8% 25.2%
____________________
(1) Interest expense, net does not include interest income on surplus notes.
(2) Income and other taxes include income tax expense/benefit, Tax
Receivable Agreement expense and other operating tax expense, such as
state taxes, under GAAP.
(3) Transformation costs represent certain non-recurring colleague
compensation and technology-related expenses related to our $3B/30
Catalyst Program, which is designed to accelerate the infusion of
automation, business process optimization and artificial intelligence to
transform and elevate our workforce and unlock new avenues for growth.
(4) Other addbacks to adjusted EBITDA include certain income and expenses
that are considered to be non-recurring or non-operational, including
certain recruiting costs, professional fees, litigation costs and
bonuses.
Organic Revenue and Organic Revenue Growth
The following table reconciles organic revenue and organic revenue growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------------- ----------------------------
(in thousands,
except
percentages) 2026 2025 2026 2025
------------- ------------ -------------- ------------
Commissions and
fees $ 488,789 $376,249 $1,017,650 $786,780
Partnership
commissions and
fees(1) (106,755) (1,980) (218,240) (1,980)
-------- ------- --------- -------
Organic
revenue $ 382,034 $374,269 $ 799,410 $784,800
======== ======= ========= =======
Organic revenue
growth(2) $ 5,697 $ 37,973 $ 12,630 $ 76,192
Organic revenue
growth %(2) 2% 11% 2% 11%
____________________
(1) Includes the first 12 months of such commissions and fees generated from
newly acquired partners.
(2) Organic revenue for the three and six months ended June 30, 2025 used to
calculate organic revenue growth for the three and six months ended June
30, 2026 was $376.3 million and $786.8 million, respectively, which is
adjusted to exclude commissions and fees from divestitures that occurred
during 2025.
Adjusted Net Income and Adjusted Diluted EPS
The following table reconciles adjusted net income to net income attributable to Baldwin and reconciles adjusted diluted EPS to diluted earnings (loss) per share, which we consider to be the most directly comparable GAAP financial measures:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- ----------------------
(in thousands, except per
share data) 2026 2025 2026 2025
--------- --------- --------- -----------
Net income (loss)
attributable to Baldwin $(38,995) $ (3,164) $(36,654) $ 10,775
Net income (loss)
attributable to
noncontrolling
interests (16,986) (1,977) (21,223) 8,982
Amortization expense 56,027 26,010 111,074 51,892
Share-based compensation 20,701 16,952 33,519 29,755
Transaction-related
partnership and
integration expenses 14,695 3,985 22,868 5,518
Transaction closing
costs -- -- 17,668 --
Change in fair value of
contingent
consideration 12,303 (1,957) 14,272 6,104
Income tax expense(1) 84 685 (14,110) 1,885
Transformation costs(2) 6,441 227 9,500 772
Loss on extinguishment
and modification of
debt 129 -- 7,538 2,394
Other
amortization/accretion,
net 6,406 1,421 7,509 2,843
Severance 3,874 1,618 5,689 2,825
Depreciation 2,773 1,642 4,804 3,225
Colleague earnout
incentives -- 1,490 -- (1,779)
Impairment of
right-of-use assets -- 1,188 -- 1,188
Loss (gain) on
divestitures -- 1,111 -- (290)
Other(3) 8,554 5,719 12,650 13,831
------- ------- ------- -------
Adjusted pre-tax income 76,006 54,950 175,104 139,920
Adjusted income taxes(4) 7,524 5,440 17,335 13,852
------- ------- ------- -------
Adjusted net income $ 68,482 $ 49,510 $157,769 $126,068
======= ======= ======= =======
Weighted-average shares of
Class A common stock
outstanding - diluted 92,761 68,010 93,278 70,393
Dilutive weighted-average
shares of Class A common
stock 4,189 3,436 3,614 --
Exchange of Class B
common stock(5) 44,373 47,717 45,163 48,377
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Adjusted diluted
weighted-average shares
outstanding 141,323 119,163 142,055 118,770
======= ======= ======= =======
Diluted earnings (loss) per
share $ (0.42) $ (0.05) $ (0.39) $ 0.15
Effect of exchange of
Class B common stock and
net income (loss)
attributable to
noncontrolling interests
per share 0.02 0.01 (0.02) 0.02
Other adjustments to
earnings (loss) per
share 0.93 0.51 1.64 1.01
Adjusted income taxes per
share (0.05) (0.05) (0.12) (0.12)
------- ------- ------- -------
Adjusted diluted EPS $ 0.48 $ 0.42 $ 1.11 $ 1.06