The following summary highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that topic. See the section of this proxy statement titled “Where You Can Find More Information.”

In this proxy statement, we refer to The Baldwin Insurance Group, Inc. as the “Company,” “Baldwin,” “us,” “our,” “we” and, after the Company Merger, the “Surviving Corporation” and The Baldwin Insurance Group Holdings, LLC, as “OpCo LLC” and, after the LLC Merger, the “Surviving LLC,” and we use the following additional defined terms:

If the Company Merger is completed, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Initial Mergers (the “Effective Time”) other than (A) shares held by the Company as treasury stock (other than shares of Class A Common Stock in an Employee Plan of the Company), (B) shares held by Topco or any of its Subsidiaries, including the Rollover Stock, (C) shares held by any Subsidiary of the Company and (D) shares that are held by holders of record or owned by beneficial owners of the Company who have not voted in favor of the adoption of the Merger Agreement (or consented thereto in writing) and who have properly demanded appraisal of such shares of Company Common Stock and who have otherwise complied with Section 262 (“Class A Dissenting Shares”), will be converted into the right to receive $32.50 in cash, without interest (the “Merger Consideration”). Rollover Stock will be contributed to Topco in exchange for Exchange Shares pursuant to the Rollover Agreements.

Prior to the Company Merger and conditioned upon immediate subsequent occurrence of the Effective Time, pursuant to the OpCo LLC Agreement and the terms and conditions set forth in the notice provided to holders of OpCo LLC Units by OpCo LLC (the “Closing Exchanges Notice”), holders of OpCo LLC Units (excluding the Company) will have the right to effect the Closing Exchanges, which will result in the automatic transfer for no consideration to the Company of a number of shares of Class B Common Stock (and OpCo LLC Units) held by such exchanging holder equal to the number of OpCo LLC Units so exchanged. Other than shares that are held by holders of record or owned by beneficial owners of such shares who have not voted in favor of the adoption of the Merger Agreement (or consented thereto in writing) and who have properly demanded appraisal of such shares of Company Common Stock and who have otherwise complied with Section 262 (“Class B Dissenting Shares,” and together with the Class A Dissenting Shares, “Dissenting Shares”), any remaining shares of Class B Common Stock issued and outstanding immediately prior to the Effective Time will be automatically cancelled and no payment will be made with respect thereto.

Prior to the Company Merger, holders of OpCo LLC Units (other than the Company) will have the right to effect the Closing Exchanges, pursuant to which such holders may exchange OpCo LLC Units (and shares of Class B Common Stock) held by them for an equal number of shares of Class A Common Stock, in accordance with

the OpCo LLC Agreement and the terms and conditions set forth in the Closing Exchanges Notice delivered by OpCo LLC to all holders of OpCo LLC Units at least five Business Days prior to the Closing. The Closing Exchanges will be consummated immediately prior to, and conditioned upon the immediate subsequent occurrence of, the Effective Time. Holders of OpCo LLC Units who are parties to the Rollover Agreements have agreed not to effect an Exchange with respect to their OpCo LLC Units and to retain such OpCo LLC Units immediately prior to the Effective Time (the “Retained Units”). In addition, immediately prior to the Initial Mergers and following the Closing Exchanges, certain stockholders of the Company who are parties to the Rollover Agreements will contribute their Rollover Stock to Topco in exchange for equity interests in Topco (the “Stockholder Rollover”).

At the Effective Time and following the Closing Exchanges, (i) each OpCo LLC Unit issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges), other than (A) each OpCo LLC Unit held by OpCo LLC, (B) each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company, (C) the Retained Units and (D) each OpCo LLC Unit held by any Subsidiary of OpCo LLC, will be converted into the right to receive the Merger Consideration, and all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive the Merger Consideration on the terms and conditions set forth in the Merger Agreement; and (ii) each OpCo LLC Unit held by OpCo LLC or by any Subsidiary of OpCo LLC, and each unit of LLC Merger Sub, will be canceled and will cease to exist without any conversion thereof, and no consideration will be delivered therefor.

Immediately following the Initial Mergers, the Company, as the surviving corporation as a wholly owned, direct Subsidiary of Parent (the “Surviving Corporation”) and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC in the Second LLC Merger, with OpCo LLC surviving as the Second Surviving LLC. At the Second Effective Time, each unit of Seller Merger Sub outstanding immediately prior to the Second Effective Time will be cancelled and converted into one OpCo LLC Unit, and each OpCo LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive one Seller LLC Unit. As of the Second Effective Time, all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive Seller LLC Units on the terms and conditions set forth in the Merger Agreement.

With respect to the outstanding equity awards of the Company, at the Effective Time, such awards will generally be treated as follows:

A description of the background of the Mergers is included in the section of this proxy statement titled “Special Factors—Background of the Mergers.”

The Board formed the Special Committee, comprised solely of independent and disinterested directors, each of whom the Board in good faith determined to be disinterested and independent, including without limitation for purposes of Section 144 of the DGCL, and authorized and empowered the Special Committee to, among other things, (i) review, evaluate and oversee the negotiations by the Company with each interested party of any element of a potential strategic transaction involving the Company, including a potential take-private transaction involving the Company by one or more private equity sponsors, and any alternative strategic transactions with other parties (a “Potential Transaction”), (ii) oversee and supervise the negotiation by the Company of the terms and conditions of any definitive agreement with respect to a Potential Transaction (and any related agreements or documents) including any amendment to, compromise of, or early termination of, the Tax Receivable Agreement, (iii) determine and recommend to the Board (A) whether a Potential Transaction is advisable and fair to and in the best interests of the stockholders of the Company and (B) that the Board take other actions or consider other matters that the Special Committee may determine are necessary or advisable or appropriate with respect to any Potential Transaction, (iv) determine, in its sole discretion, to elect not to pursue a Potential Transaction, (v) take such other action relating to or arising in connection with any such transaction as the Special Committee deems necessary, appropriate or advisable, and (vi) approve any transaction (including, without limitation, any transaction resulting in a person becoming an “interested stockholder”) for purposes of Section 203 of the DGCL. The Special Committee unanimously (i) 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 the Unaffiliated Stockholders, (ii) recommended that the Board (A) determine 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 the Unaffiliated Stockholders, (B) approve and declare advisable the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, and (C) subject to approval by the Board, submit the Merger Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement. The Board, following the recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, on the terms and subject to the conditions set forth therein, are advisable, fair to, and in the best interests of, the Company and its stockholders, including the Unaffiliated Stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (3) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations contained therein and the consummation of the Mergers and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (4) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at a meeting of the Company’s stockholders and (5) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

The Merger Agreement and the transactions contemplated thereby, including the Mergers, have been unanimously approved by the Board, following the recommendation of the Special Committee. The Board, by a unanimous vote of the Company’s directors, recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal, and “FOR” the Merger-Related Compensation Proposal.

For a description of the material factors considered by the Special Committee and by the Board in deciding to recommend approval of the proposal to adopt the Merger Agreement, see the section of this proxy statement titled “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers.”

The Company Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Parent Entities are required to express their purposes and reasons for the Mergers and their beliefs as to the

fairness of the proposed Mergers to the Company’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act. For a description of the Parent Entities’ purposes and reasons for the Mergers, and their beliefs as to the fairness of the Mergers to the unaffiliated security holders, please see the section of this proxy statement titled “Special Factors — Position of the Parent Entities as to the Fairness of the Mergers — Position of the Parent Entities as to the Fairness of the Mergers” and “Special Factors — Purpose and Reasons of the Parent Entities for the Mergers — Purpose and Reasons of the Parent Entities for the Mergers”.

The Parent Entities believe that the Transactions are substantively and procedurally fair to the unaffiliated security holders of the Company. However, none of the Parent Entities has undertaken any formal evaluation of the fairness of the Mergers to the unaffiliated security holders or engaged a financial advisor for such purpose. The Parent Entities did not participate in the discussions or deliberations of the Board or the Special Committee regarding, nor have they received advice from the legal, financial or other advisors of the Board as to, the fairness of the Mergers. The belief of the Parent Entities as to the fairness of the Mergers is based on the factors discussed in the section of this proxy statement titled “Special Factors—Position of the Parent Entities as to the Fairness of the Mergers.”

The Special Committee retained Perella Weinberg as financial advisor to the Special Committee in connection with a Potential Transaction. The Special Committee requested that Perella Weinberg evaluate the fairness from a financial point of view to the Unaffiliated Stockholders of the Merger Consideration to be received by such holders in the Company Merger pursuant to the Merger Agreement, and on September 13, 2026, Perella Weinberg rendered to the Special Committee the opinion of Perella Weinberg, which was subsequently confirmed in writing, that as of such date, and based upon and subject to, among other things, the various qualifications, assumptions and limitations set forth therein, the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Perella Weinberg’s written opinion dated September 13, 2026, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Perella Weinberg in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Perella Weinberg’s financial advisory services and opinion were provided for the information and assistance of the Special Committee in connection with and for purposes of its consideration of a Potential Transaction, and Perella Weinberg’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, of the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement. Perella Weinberg’s opinion did not address any other term or aspect of the Merger Agreement or the Mergers and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Mergers or otherwise act with respect to the Mergers or any other matter.

The full text of Perella Weinberg’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Perella Weinberg in preparing its opinion.

For more information, please see the section of this proxy statement titled “Special Factors– Opinion of Perella Weinberg Partners LP.”

Pursuant to an engagement letter between the Company and Ardea, dated September 2, 2026, the Company retained Ardea as its financial advisor in connection with the Transaction. At a meeting of the Board held on September 13, 2026, representatives of Ardea rendered to the Board Ardea’s oral opinion, subsequently confirmed in a written opinion dated September 14, 2026 and delivered to the Board, to the effect that, as of the date of Ardea’s written opinion and based upon, and subject to, the assumptions made, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Ardea’s written opinion, dated September 14, 2026 (the “Ardea Opinion”), which sets forth the assumptions made, matters considered and qualifications and limitations, is attached as Annex C to

this proxy statement and is incorporated herein by reference in its entirety. The summary of the Ardea Opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Ardea’s written opinion. Stockholders are urged to, and should, read the Ardea Opinion carefully and in its entirety. Ardea provided its advisory services and opinion for the information and assistance of the Board (in its capacity as such) in connection with its consideration of the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger and did not address any other term or aspect of the Merger Agreement or the Transaction, the underlying business decision of the Company to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company. Ardea’s opinion does not constitute a recommendation as to how any stockholders should vote with respect to the Transaction contemplated by the Merger Agreement or any other matter. For more information, please see the section of this proxy statement titled “Special Factors— Opinion of Ardea Partners LP.”

At the Effective Time, each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration other than (A) shares of Class A Common Stock held by the Company as treasury stock (other than shares of Class A Common Stock in an Employee Plan of the Company) or by any Subsidiary of the Company, which will be canceled without consideration, (B) shares of Class A Common Stock held by Topco or any of its Subsidiaries, including the Rollover Stock, which will remain outstanding and will not be entitled to receive the Merger Consideration, and (C) Class A Dissenting Shares. Prior to the Company Merger, each holder of OpCo LLC Units (other than the Company) will have the right to exchange all of such holder’s outstanding OpCo LLC Units for an equal number of shares of Class A Common Stock in the Closing Exchanges, which shares of Class A Common Stock will then be converted into the right to receive the Merger Consideration at the Effective Time on the same basis as all other non-excluded shares of Class A Common Stock. In connection with the Closing Exchanges, each exchanging holder of OpCo LLC Units will automatically transfer to the Company, for no consideration, a number of shares of Class B Common Stock equal to the number of OpCo LLC Units so exchanged. Other than Class B Dissenting Shares, each share of Class B Common Stock that remains outstanding immediately prior to the Effective Time (after giving effect to the Closing Exchanges) will be canceled without conversion and without consideration.

Holders who are parties to the Rollover Agreements have agreed not to exchange their Retained Units and to contribute their Rollover Stock to Topco in exchange for equity interests in Topco. At the Effective Time and following the Closing Exchanges, by virtue of the LLC Merger: (i) each issued and outstanding OpCo LLC Unit, other than (A) each OpCo LLC Unit held by OpCo LLC, (B) each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company, (C) the Retained Units and (D) each OpCo LLC Unit held by any Subsidiary of OpCo LLC, will be converted into the right to receive the Merger Consideration, and all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive the Merger Consideration on the terms and conditions set forth in the Merger Agreement; (ii) each Retained Unit and each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company will remain outstanding and will not be entitled to receive the Merger Consideration; and (iii) each OpCo LLC Unit held by OpCo LLC or by any Subsidiary of OpCo LLC, and each unit of LLC Merger Sub, will be canceled without conversion and without consideration. Immediately following the Initial Mergers, the Surviving Corporation and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC in the Second LLC Merger, with OpCo LLC surviving as the Second Surviving LLC, and at the Second Effective Time each OpCo LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into one Seller LLC Unit. For a further discussion of the effects of the Mergers, see the section of this proxy statement titled “Special Factors—Certain Effects of the Mergers.”

In considering the recommendation of the Board that the stockholders of the Company vote in favor of the adoption of the Merger Agreement, the Company’s stockholders should be aware that the executive officers and directors of the Company have certain interests in the Mergers that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Special Committee and the Board were aware of these interests and considered them, among other matters, in determining that the Merger Agreement and transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of, the Company and the

Unaffiliated Stockholders, and in making their related recommendations, including the Board’s recommendation that the stockholders of the Company vote in favor of the adoption of the Merger Agreement. These interests include, among others, (i) the contribution of certain shares of Class A Common Stock and the retention of certain units held by a subsidiary of the Company (the “OpCo LLC Units”) held by certain stockholders, who are affiliated with certain directors of the Company, to Topco immediately prior to closing of the Mergers in exchange for equity interests in Topco, as contemplated by the Voting, Support and Rollover Agreements, (ii) the treatment of Company PSUs and Company RSAs under the Merger Agreement that are held by the executive officers and directors of the Company, (iii) the vesting, and in some cases forfeiture, of certain Company PSUs and Company RSAs held by the executive officers and directors of the Company, (iv) certain payments to certain executive officers and directors of the Company, including those affiliated with the Sponsors, under the TRA Amendment (as defined below), (v) the provision of indemnification and insurance arrangements in favor of executive officers and directors of the Company under the Merger Agreement and (vi) payments and benefits that certain of the Company’s executive officers would receive in connection with the Mergers, including as a result of a termination of such executive officers’ employment following the Mergers. These interests are discussed in more detail in the section of this proxy statement titled “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.”

Trevor Baldwin and L. Lowry Baldwin (collectively, the “Baldwin Parties”) have entered into Voting, Support and Rollover Agreements and agreed to, among other things, vote their shares in favor of the Merger Agreement Proposal and the Mergers and to retain certain OpCo LLC Units as Retained Units, which will be converted into Seller LLC Units in the Second LLC Merger.

Each of (i) the exchange by U.S. holders (as defined in the section of this proxy statement titled “Special Factors—Material U.S. Federal Income Tax Consequences of the Mergers”) of shares of Class A Common Stock for cash in the Company Merger and (ii) the exchange by U.S. holders of OpCo LLC Units (other than any such U.S. holder who participates in the Rollover) for cash in the LLC Merger is expected to be treated as a taxable transaction for U.S. federal income tax purposes. In addition, current or former holders of OpCo LLC Units may receive a Final TRA Payment (as defined below), all or a portion of which may relate to OpCo LLC Units a U.S. holder exchanges in the LLC Merger, and such portion is expected to be treated as additional consideration for the OpCo LLC Units exchanged by such U.S. holder in the LLC Merger.

All holders of OpCo LLC Units (and corresponding shares of Class B Common Stock, if any) and holders of shares of Class A Common Stock should consult with their own tax advisors as to the specific tax consequences of the Mergers and any related transactions to them in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws. In addition, each person who may receive a Final TRA Payment should consult with its own tax advisor regarding the U.S. federal income and other tax consequences to it of the receipt of a Final TRA Payment. See the section of this proxy statement titled “Special Factors—Material U.S. Federal Income Tax Consequences of the Mergers.”

The Merger Agreement is not conditioned upon receipt of financing by Parent or Merger Subs. We anticipate that the total amount of funds necessary to consummate the Mergers and the other transactions contemplated by the Merger Agreement, not including fees and expenses, will be approximately $7.7 billion, including the estimated funds needed to (a) pay the Merger Consideration due to holders of shares of Company Common Stock and OpCo LLC Units under the Merger Agreement; (b) make payments in respect of outstanding Company PSU Awards, Contingent PSU Cash Awards, Contingent RSA Cash Awards and Company Restricted Shares pursuant to the Merger Agreement; and (c) pay, redeem or otherwise terminate any outstanding net indebtedness of the Company as of Closing.

A summary of the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement, is described in the section of this proxy statement titled “The Merger Agreement.” Among other things, the Merger Agreement includes the following terms:

On September 14, 2026, certain stockholders of the Company or unitholders of OpCo LLC (the “Rollover Holders”), entered into the Voting, Support and Rollover Agreements with the Company, Parent and certain affiliates of Parent and solely for the purposes described therein. Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders agreed to, among other things, (i) contribute to Topco or retain approximately 7.3% of the outstanding shares of Company Common Stock, consisting of shares of Class A Common Stock and Class B Common Stock and the corresponding OpCo LLC Units; and (ii) vote or cause to be voted any shares of Company Common Stock or OpCo LLC Units owned by them: (1) in favor of (a) the adoption of the Merger Agreement and the approval of the Mergers and the other transactions contemplated by the Merger Agreement, (b) any proposal to adjourn or postpone the Special Meeting if the Company or Parent proposes or requests such adjournment or postponement in accordance with the Merger Agreement, (c) the adoption of any amendment to the Merger Agreement that does not (x) decrease the Merger Consideration or results in the imposition of any restriction on the Rollover Holder’s right to receive the Merger Consideration, (y) change the form of the Merger Consideration, or (z) otherwise result in a change that adversely and disproportionately affects the Rollover Holder relative to any other stockholders of the Company (any amendment that results in clauses (x) through (z), an “Adverse Amendment”), and (d) any other proposal necessary or desirable for the consummation of the Mergers; and (2) against (a) any Acquisition Proposal or Alternative Acquisition Agreement (or any action or proposal in furtherance thereof), (b) any action or agreement that would be reasonably likely to result in a material breach of the Merger Agreement or any of the conditions to Closing not being satisfied, and (c) any other action or agreement that is intended to, or could reasonably be expected to, materially delay, impede, interfere with, postpone, prevent or otherwise materially adversely affect the consummation of the Mergers or the other transactions contemplated by the Merger Agreement.

Additionally, the Rollover Holders have also agreed that from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement and the Effective Time, they will not and will cause their Affiliates and Representatives (as defined in the Merger Agreement) not to, directly or indirectly take any action that the Company or its subsidiaries or its or their Representatives (as defined in the Merger Agreement) would then be prohibited from taking under the no-shop provisions of the Merger Agreement as if such provisions applied to such Rollover Holder or that would otherwise cause the Company, its subsidiaries or any of their respective Representatives (as defined in the Merger Agreement) to violate such provisions.

Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders have agreed to contribute the Rollover Stock to Topco, immediately prior to and subject to the occurrence of the Effective Time, in exchange for newly issued common equity interests of Topco (the “Exchange Shares”), having an aggregate value equal to the value of the Rollover Stock and the same economic rights as the common equity interests issued to the Sponsors and their Affiliates in connection with the Closing. The Retained Units will remain outstanding following the LLC Merger and will not receive the Merger Consideration, and at the Second Effective Time will be converted into Seller LLC Units. At the Closing, Topco will indirectly contribute the Rollover Stock to Parent. The Rollover Holders and the other holders of Rollover Stock and Retained Units will not receive the Merger Consideration with respect to their Rollover Stock or Retained Units, and they will maintain an interest in the potential future earnings, growth or value realized by the Company after the Mergers.

Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders have agreed not to, directly or indirectly, transfer, assign, sell, gift-over, hedge or swap, pledge or otherwise dispose of, or enter into any other transaction transferring the economic or voting consequences of ownership, grant any proxy, power-of-attorney or other authorization or deposit into a voting trust, enter into any derivative arrangement or voting agreement or arrangement with respect to, or create or permit to exist any lien or encumbrance on, any shares of Company Common Stock or OpCo LLC Units owned by them. These restrictions are subject to certain permitted transfers, including to controlled affiliates and for estate-planning purposes. In addition, each Rollover Holder has agreed not to exchange any of its Retained Units for shares of Class B Common Stock. Any purported transfer made in violation of these restrictions will be null and void ab initio.

The Voting, Support and Rollover Agreements will terminate upon the earliest to occur of (1) the valid termination of the Merger Agreement, (2) the Effective Time, (3) any Adverse Amendment (subject to five Business Days’ advance written notice and an opportunity to cure), or (4) the written consent of each of the Parties.

In addition, pursuant to the Rollover Commitment Letters, the form of which is attached as Exhibit (d)(3) to the Schedule 13E-3, certain other employees of the Company have agreed with the Company to, at the Company’s request, contribute or retain a certain portion of such persons’ shares of Company Common Stock and/or OpCo LLC Units in connection with the closing of the Mergers, in exchange for equity interests in Topco or OpCo LLC, as applicable.

Under the terms of the Tax Receivable Agreement, a Change of Control (as defined under the Tax Receivable Agreement, which includes the occurrence of certain mergers and consolidations, including the Mergers) will result in all future payments under the Tax Receivable Agreement (including amounts payable with respect to OpCo LLC Units that are not yet exchanged as of the date of such Change of Control) to be calculated based on certain Valuation Assumptions (as defined under the Tax Receivable Agreement), including that the Company would have sufficient taxable income to utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. Concurrently with the execution of the Merger Agreement, the Company, OpCo LLC and certain Members constituting the Requisite Members (as defined in the Tax Receivable Agreement) entered into Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”) regarding the Company’s obligations to the Members pursuant to the Tax Receivable Agreement, pursuant to which each Member will receive the amount due to it under the TRA Amendment in cash by wire transfer of immediately available funds at the Effective Time reduced by any payments made to such Member under the Tax Receivable Agreement between the date of the TRA Amendment and the Effective Time (each, a “Final TRA Payment”), in full satisfaction of all amounts such Member is or would be entitled to receive under the Tax Receivable Agreement or the TRA Amendment. The aggregate Final TRA Payments are subject to an aggregate cap of $298,450,598. The Company believes that the aggregate Final TRA Payments represent a discount to the estimated aggregate early termination payments that would otherwise be payable to the Members under the Tax Receivable Agreement if the Company were to elect to terminate the Tax Receivable Agreement in accordance with its terms at the Effective Time. Upon payment of the Final TRA Payments, the Tax Receivable Agreement will terminate automatically and no Person will have any further rights or obligations thereunder. The TRA Amendment is contingent upon and conditioned on consummation of the Mergers, and will automatically terminate and be of no force and effect upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms and (b) any amendment to the Merger Agreement effected without the consent of the Requisite Members that decreases the amount of, or changes the form of, the Merger Consideration. Parent is an express third-party beneficiary of the TRA Amendment and may enforce it in all respects. For more information, see the section of the proxy statement titled “TRA Amendment.”

The Company and OpCo LLC. The Baldwin Insurance Group, Inc., a Delaware corporation, is a holding company whose sole material asset is its ownership interest in The Baldwin Insurance Group Holdings, LLC (“OpCo LLC”). All of the Company’s business is conducted through OpCo LLC and its consolidated subsidiaries and affiliates. The Company is the sole managing member of OpCo LLC and is responsible for all operational, management and administrative decisions relating to OpCo LLC’s business. The Class A Common Stock is listed on Nasdaq under the symbol “BWIN.” OpCo LLC operates as an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial clients, conducting its business through three operating groups: Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions, and Mainstreet Insurance Solutions, and maintains approximately 125 offices across 24 states in the United States, representing over three million clients across the United States and internationally. These operating groups provide commercial risk management, employee benefits, private risk management, technology-enabled insurance products, personal and commercial insurance, and Medicare solutions to businesses and individuals, including high-net-worth individuals and their families. More information about the Company is available at www.baldwin.com.

Parent. Parent is a privately held Delaware corporation affiliated with Sequence. Parent was formed solely for the purposes of engaging in the Mergers. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Mergers. Parent’s principal executive offices are located at 300 Vesey Street, Suite 1230, New York, NY 10282, telephone number (312) 426-1140.

Sequence. Sequence is a private holding company that acquires ambitious, established enterprises in the service economy and refounds them as market leaders. Sequence’s principal executive offices are located at 300 Vesey Street, Suite 1230, New York, NY 10282, telephone number (312) 426-1140.

DFO. DFO Private Investments, L.P., a Delaware limited partnership, is an affiliated investment entity of DFO Management, LLC, which manages the investment assets of Michael Dell, the founder, Chairman and Chief Executive Officer of Dell Technologies, and his family. The principal office address of DFO Private Investments, L.P. is c/o DFO Management, LLC, 550 Madison Avenue, 20th Floor, New York, NY 10022.