Baldwin Class A holders are set to receive $32.50 in cash per share if the Dell-backed take-private closes, and the company expects that in the first quarter of 2027. At the November 2, 2026 close of $31.92, $BWIN sat $0.58, or 1.82%, below that price. The vote date is not set yet. The preliminary proxy, filed October 15, 2026, still has blanks where the meeting and record dates go, and the antitrust waiting period was scheduled to expire on November 4, 2026. Here is the full payout and timeline math.
Quick refresher: The Baldwin Insurance Group traded as BRP until May 20, 2024, which is why so many searches still say "BRP." TOT first covered the Dell family office talks on September 14, 2026, the same day the definitive agreement was signed.
The deal terms in one table
Every line below comes from the September 14, 2026 8-K and merger summary or the attached press release.
| Term | Detail |
|---|---|
| Cash per Class A share | $32.50, without interest |
| Buyer | Square Acquisition Parent, Inc., wholly owned by Sequence AI Holdings, Inc. |
| Equity financing | DFO Management, LLC (Michael Dell's family office), via an equity commitment letter and limited guarantee |
| Enterprise value | About $7.7 billion: about $4.6 billion of equity plus about $3.1 billion of net debt |
| Financing condition | None |
| Company termination fee | $170,334,000 |
| Parent (reverse) termination fee | $276,218,000 |
| End Date | June 14, 2027, extended automatically to September 14, 2027 if only regulatory conditions are open |
| Expected close | Q1 2027 |
Class B shares are cancelled for no consideration. Most OpCo LLC units convert into the same $32.50 cash, except units that insiders keep under the rollover. Unvested equity awards follow their own conversion rules set out in the 8-K.
The premium math, three ways
What counts as a premium depends on which starting price is used. Daily closes are from Nasdaq.com historical data.
| Reference close | $BWIN price | Gain to $32.50 |
|---|---|---|
| June 17, 2026 (unaffected, pre-leak) | $17.33 | $15.17 / 87.5% |
| September 11, 2026 (last session pre-announcement) | $29.65 | $2.85 / 9.6% |
| November 2, 2026 (latest completed session) | $31.92 | $0.58 / 1.82% |
The company's "88%" headline rounds the 87.5% figure, which the preliminary proxy states precisely. The arithmetic: $32.50 divided by $17.33 is 1.875.
The middle row matters most to anyone who bought after the June 18 leak. Most of the run happened on rumor. The signed deal added the last 9.6%.
The timeline: what is done and what is still open
| Date | Event | Status |
|---|---|---|
| June 17, 2026 | Unaffected close, $17.33 | Done |
| June 18, 2026 | Media reports of a possible take-private | Done |
| September 14, 2026 | Merger agreement signed and announced | Done |
| October 5, 2026 | HSR notification forms filed | Done |
| October 15, 2026 | Preliminary proxy (PREM14A) and Schedule 13E-3 filed | Done |
| November 4, 2026, 11:59 p.m. ET | Scheduled end of HSR waiting period, unless extended or terminated early | Pending |
| Not yet set | Definitive proxy, record date and virtual special meeting | Pending |
| Q1 2027 | Company's expected closing window | Pending |
| June 14, 2027 / September 14, 2027 | End Date / extended End Date | Contract backstop |
The preliminary proxy says the parties have asked for early termination of the HSR waiting period. It also leaves the meeting webcast address, date and record date in brackets. SEC filing records show no definitive proxy (DEFM14A) filed as of November 2, 2026.
A Schedule 13E-3 was filed alongside it. That is the disclosure form for going-private deals that involve affiliates, and here Baldwin insiders are rolling part of their stakes into the buyer group.
The vote math and the walk-away fees
Approval needs a majority of the outstanding shares entitled to vote, with all classes voting together. The proxy states that no separate vote of unaffiliated holders is required. A failure to vote counts the same as a vote against.
Insiders have committed their votes. Trevor Baldwin and L. Lowry Baldwin, the "Baldwin Parties," signed voting and rollover agreements. The proxy says their shares make up about 30% of the votes needed to approve. Rollover Holders as a group owned about 15.0% of outstanding shares as of September 14, 2026. The holders covered by the company's October 30, 2024 stockholders agreement, owning a majority of the Class B shares they hold, also signed a written consent approving the deal.
The fee structure points one way. A buyer that breaches or fails to close owes $276.2 million, about 62% more than the $170.3 million Baldwin would owe for taking a superior proposal. That fee is backed by DFO's limited guarantee. Under a no-shop clause, Baldwin cannot solicit rival bids, though it can respond to a superior proposal it did not solicit.
What the spread is pricing
The $0.58 gap at the November 2, 2026 close is the market's price for waiting and for deal risk. Simple annualized returns depend entirely on the closing date. The rows below are scenarios, not forecasts. They use simple, non-compounded math: gap ÷ price × 365 ÷ days from November 2, 2026.
| Assumed closing date | Days from Nov 2, 2026 | Simple annualized gap |
|---|---|---|
| March 31, 2027 (end of guided Q1 window) | 149 | 4.45% |
| June 14, 2027 (End Date) | 224 | 2.96% |
| September 14, 2027 (extended End Date) | 316 | 2.10% |
The data shows a tight spread. The market is pricing a high probability of completion within the guided window. Trading has also been quiet: from October 1 to November 2, 2026, $BWIN closed between $31.77 and $31.99.
Bull/Bear Verdict
Bull Case: Holders have a fixed $32.50 cash price, no financing condition, a $276.2 million reverse fee backed by DFO, and insider votes already committed. At the November 2, 2026 close only $0.58 separated the stock from the offer.
Bear Case: The vote is not scheduled, HSR and other regulatory approvals were still open as of November 2, 2026, and the spread pays little for the risk that the deal breaks. The unaffected price was $17.33 on June 17, 2026.
FAQ
What do Baldwin shareholders get in the Dell-backed deal?
$32.50 in cash per Class A share, without interest, if the merger closes. Holders who properly demand appraisal under Delaware law are excluded from that conversion.
When is the Baldwin shareholder vote?
Not set yet. The preliminary proxy filed October 15, 2026 leaves the meeting date and record date blank. A definitive proxy would set them, and none had been filed as of November 2, 2026.
Is the Baldwin deal a done deal?
No. It is signed but needs the shareholder vote, HSR clearance, other specified regulatory approvals and customary conditions. The company expects closing in Q1 2027.
Why do people still call Baldwin "BRP"?
The company was BRP Group, Inc. and traded as BRP until May 20, 2024, when the Nasdaq ticker became BWIN.
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