Baldwin Group enters definitive merger agreement with CAC Group

The Baldwin Group (BWIN) announced it has entered into a definitive agreement to merge with CAC Group, a specialty and middle-market insurance brokerage firm. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions and regulatory approvals. The transaction involves a total upfront consideration of $1.026B, consisting of $438M in cash and 23.2M shares of Baldwin common stock valued at $589M based on the 30-day volume-weighted average pricing as of 12/1/2025. Post-closing payments include a performance-based earnout of up to $250M and a $70M deferred payment. The transaction would be accretive to 2025 Adjusted EPS by over 20% based on targeted full run-rate synergies and the exclusion of one-time integration costs and transaction expenses. The transaction is expected to be approximately net leverage neutral at close and to accelerate Baldwin’s path to deleveraging through 2028. The combined entity is expected to generate 2026 Gross Revenue and Adjusted EBITDA in excess of $2B and $470M, respectively. On a pro forma basis, Baldwin would rank as the largest majority colleague-owned, publicly-traded insurance broker in the United States, based on Business Insurance’s 2025 Top 100 U.S. Brokers list.