The Baldwin Insurance Group, Inc. filed an amended preliminary proxy statement (PRER14A, Amendment No. 1) on November 6, 2026, asking stockholders to vote on a merger agreement that would pay Class A common stockholders $32.50 per share in cash.

Key Highlights

  • Merger Consideration: Each share of Class A Common Stock (par value $0.01) would be converted into the right to receive $32.50 per share in cash, without interest, at the effective time of the merger.
  • Merger Agreement Date: The Company entered into the Agreement and Plan of Merger on September 14, 2026, with Parent affiliated with Sequence AI Holdings, Inc. and DFO Private Investments, L.P.
  • Rollover Holders: As of September 14, 2026, Rollover Holders collectively agreed to contribute or retain approximately 7.3% of outstanding Company Common Stock (on an as-exchanged basis) and beneficially owned approximately 15.0% of outstanding shares.
  • Board Recommendation: The Board unanimously approved the Merger Agreement and recommends stockholders vote in favor of adoption, following a unanimous recommendation from the Special Committee of disinterested and independent directors.
  • Required Vote: Adoption of the Merger Agreement requires the affirmative vote of holders of a majority in voting power of outstanding shares of Company Common Stock, voting together as a single class.
  • Class B Stock: Each share of Class B Common Stock (par value $0.0001) outstanding at the effective time will be cancelled with no payment made in respect thereof.

Baldwin Insurance Group's Proposed Merger with Parent Affiliated with Sequence AI and DFO

According to the filing, The Baldwin Insurance Group, Inc. is seeking stockholder approval to consummate a series of mergers under an Agreement and Plan of Merger dated September 14, 2026. The counterparties include Square Acquisition Parent, Inc. ("Parent"), two merger subsidiaries, and The Baldwin Insurance Group Holdings, LLC ("OpCo LLC"). Parent is affiliated with Sequence AI Holdings, Inc. ("Sequence") and DFO Private Investments, L.P. ("DFO"), which the filing identifies as the Sponsors. The filing discloses that DFO has delivered an Equity Commitment Letter to Parent and that DFO, together with Sequence, delivered a Limited Guarantee in favor of the Company guaranteeing certain payment obligations of Parent under the Merger Agreement.

The filing describes a two-step structure. First, the Initial Mergers would have LLC Merger Sub merge with and into OpCo LLC and simultaneously have Merger Sub merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. Second, the Second LLC Merger would occur immediately following the Initial Mergers. The filing states that the Special Committee, comprised solely of disinterested and independent Board members, "unanimously determined that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of, the Company and its stockholders other than holders of Rollover Stock and stockholders who are parties to the Tax Receivable Agreement."

Concurrently with the Merger Agreement, certain stockholders and OpCo LLC Unit holders entered into Voting, Support and Rollover Agreements with Parent. The filing also notes that certain other members of the Company's management agreed to contribute or retain a portion of their shares or OpCo LLC Units if requested by the Company. The special meeting date, time, and virtual meeting link remain to be determined, as placeholders appear in the preliminary proxy materials.

What Was Disclosed

The Baldwin Insurance Group filed an amended preliminary proxy statement seeking stockholder approval of a merger agreement signed September 14, 2026, that would deliver $32.50 per share in cash to Class A stockholders. The Board and its Special Committee unanimously recommended approval.