Baldwin agrees to $32.50-a-share take-private with Sequence and Dell family office

The Baldwin Insurance Group has entered into a definitive merger agreement for a take-private transaction involving Sequence Holdings and DFO Management, the Dell family office, with cash consideration of $32.50 for each share of Baldwin common stock. The transaction carries an approximately $7.7 billion enterprise value and would place a majority interest in the insurance brokerage under the buyer group while eligible Baldwin colleagues retain a significant minority equity stake (Form 8-K AccNo 0000950103-26-013874).

A definitive agreement, with completion still ahead

The agreement is dated September 14, 2026. Baldwin expects closing in the first quarter of 2027, subject to shareholder approval, required regulatory approvals and other customary closing conditions. As of the agreement date, this is an announced, signed transaction awaiting completion. Baldwin's common stock is expected to cease its Nasdaq listing after closing. The timetable is an expectation, and the outstanding conditions remain material to whether and when shareholders receive the cash consideration.

What the price represents

Baldwin says the $32.50 cash price represents an approximately 88% premium to its unaffected closing share price on June 17, 2026, the day before media reports that the company was exploring a take-private. That historical reference matters: the disclosed premium compares the offer with a specified pre-report trading price. It does not establish the premium to the latest market price or describe how BWIN shares reacted to the September 14 announcement.

The approximately $7.7 billion enterprise value includes an approximately $4.6 billion equity purchase price component and approximately $3.1 billion of net debt to be assumed or refinanced. Those figures describe different parts of the transaction. The enterprise value is the broader valuation, incorporating the disclosed net-debt component; it is not the amount payable to common shareholders. For shareholders, the stated cash consideration is $32.50 per share, subject to completion of the transaction.

The company also describes the valuation as approximately 20 times trailing-twelve-month Adjusted EBITDA of approximately $396 million. Both the multiple and the earnings figure are company-disclosed, and Adjusted EBITDA is a non-GAAP measure. The rounded figures provide the company's valuation framing, not an independently reconstructed earnings bridge or a forecast of future results. They should not be read as a GAAP earnings multiple or as evidence that the business will deliver a particular level of profitability after closing.

Who is investing, and how ownership changes

The announcement describes the sponsor entity as one to be formed by Sequence Holdings and DFO Management. Sequence, also identified as Sequence AI Holdings, Inc., is described as a permanent holding company that acquires established enterprises in the service economy. DFO Management, LLC and its affiliates constitute the family investment office of Michael Dell, the founder, chairman and chief executive of Dell Technologies. Dell Technologies Inc. is not identified as the corporate buyer in this transaction.

The merger agreement names Baldwin, The Baldwin Insurance Group Holdings, LLC, or OpCo LLC, Square Acquisition Parent, Inc., and merger subsidiaries. Under the announced structure, Parent acquires a majority interest through the merger and Baldwin becomes privately held. Eligible Baldwin colleagues have a roll-over opportunity and are expected to retain a significant minority equity stake alongside Sequence and DFO. The verified information does not establish a final percentage for that retained ownership.

This structure makes the announcement a corporate-control and capital-structure event for the brokerage. The debt component is part of a transaction that also changes equity ownership and would end Baldwin's public listing. The colleague participation likewise means the announced majority investment should not be described as the sponsors acquiring every economic interest in the business. No specific post-close operating results or technology transformation outcomes can be established from the disclosed transaction terms.

Board approval and the remaining conditions

Baldwin's board unanimously approved the transaction following the unanimous recommendation of a special committee of independent, disinterested directors. The committee had independent legal and financial advisers. That process establishes the board's support for the agreement; shareholder approval is a separate closing condition that remains outstanding in the announced timetable. The verified information does not specify the percentage of votes committed under voting agreements or establish the result of a future shareholder vote.

The company says consummation is not subject to any financing condition. This is an important distinction within the closing terms, but it does not remove the shareholder, regulatory or customary conditions. It also does not, by itself, establish particular funding sources. The verified facts provide no basis to assign probabilities to regulatory clearance or to treat the first-quarter 2027 target as a guaranteed completion date.

What the filing establishes

Baldwin reported entry into the merger agreement under Item 1.01 of its Form 8-K, accession number 0000950103-26-013874. The filing also covers Item 7.01, Regulation FD Disclosure, and Item 9.01, Financial Statements and Exhibits. The announcement in Exhibit 99.1 and the Item 7.01 materials are furnished Regulation FD materials. Keeping that distinction clear separates the filing's report of agreement entry from the accompanying public announcement of the transaction's commercial terms.

The 8-K cover marks the soliciting-material checkbox under Rule 14a-12, consistent with a transaction requiring a shareholder vote. The next material developments to assess are shareholder approval, required regulatory approvals and satisfaction of the remaining closing conditions. Until completion is established, the $32.50 consideration, private ownership and expected Nasdaq delisting describe the agreed transaction and its anticipated consequences, rather than events that have already occurred.