Baldwin Posts $81.6 Million Third-Quarter Loss; Adjusted EBITDA Rises 47%

The Tip Desk · November 8, 2026 · 2 min read

Preliminary third-quarter revenue reached $480.3 million, up 31%, as adjusted EBITDA rose 47% to $106.9 million and an investor group agreed to buy the insurance distribution firm at $32.50 a share.

The Baldwin Insurance Group, Inc. (BWIN), an independent insurance distribution firm, reported preliminary third-quarter revenue of $480.3 million, up 31% from $365.4 million a year earlier, as partnership deals continued to lift the top line even as organic growth remained modest.

Organic revenue growth was 6% year-over-year, versus 5% in the prior-year quarter. Commissions and fees were $475.5 million. Partnership commissions and fees, which the company excludes from organic revenue for the first 12 months, were $91.7 million. Organic revenue was $383.8 million.

GAAP net loss widened to $81.6 million, or a 17% net loss margin, from a $30.2 million loss, or an 8% margin, a year earlier. Adjusted EBITDA grew 47% to $106.9 million. Adjusted EBITDA margin was 22.2%, a 240 basis point expansion from 19.8% in the prior-year period. Adjusted diluted EPS was $0.42, up 35% year-over-year. Net leverage was 4.4 times.

The reconciliation of adjusted EBITDA included $21.0 million of go-private costs, $56.4 million of amortization, $43.6 million of net interest expense, $21.5 million of share-based compensation, $17.6 million of change in fair value of contingent consideration and $8.7 million of transaction-related partnership and integration expenses.

On September 14, 2026, the company entered a definitive merger agreement under which an investor group led by Sequence Holdings and DFO Management, LLC agreed to acquire it in an all-cash take-private at $32.50 a share. The transaction is expected to close during the first quarter of 2027, subject to shareholder approval, regulatory approvals and other customary closing conditions. Upon completion, common stock will cease trading on Nasdaq.

Insurance Advisory Solutions revenue was $255 million, up 61% year-over-year, with organic growth of 7%. IAS adjusted EBITDA was $55 million, up 103%, with a 22% margin, a 452 basis point year-over-year expansion. Adjusted EBITDA margin on retained commissions and fees was 27%, up 135 basis points year-over-year.

Net cash provided by operating activities was $54.2 million. Adjusted free cash flow increased 33% year-over-year to $55.6 million. Adjusted free cash flow conversion was 52% of adjusted EBITDA in the quarter.

As of September 30, 2026, cash and cash equivalents were $188.6 million, with $289.1 million of borrowing capacity under the revolving credit facility and total debt of $2.465 billion.

The company said the results are preliminary, have not been reviewed or audited, are based on its estimates and were prepared before completion of the financial statement close process. Actual results will be subsequently released and filed with the Form 10-Q for the quarter ended September 30, 2026.