Основная статистика
| CIK | 1781755 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to The Baldwin Insurance Group, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 The Baldwi |
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| August 5, 2025 |
Exhibit 99.1 THE BALDWIN GROUP ANNOUNCES SECOND QUARTER 2025 RESULTS — Total Revenue Growth of 11% to $378.8 Million; Organic Revenue Growth(1) of 11% — — Net Loss of $5.1 Million and Diluted Loss Per Share of $0.05; Adjusted Diluted EPS(2) Growth of 24% to $0.42 — — Adjusted EBITDA(3) Growth of 14% Year-Over-Year to $85.5 Million and Adjusted EBITDA Margin(3) of 23%; 60 Basis Point Expansion Comp |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R. |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. |
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| May 6, 2025 |
Exhibit 99.1 THE BALDWIN GROUP ANNOUNCES FIRST QUARTER 2025 RESULTS — Total Revenue Growth of 9% to $413.4 Million; Organic Revenue Growth(1) of 10% — — Net Income of $24.9 Million and Diluted Earnings Per Share of $0.20; Adjusted Diluted EPS(2) Growth of 16% to $0.65 — — Adjusted EBITDA(3) Growth of 12% Year-Over-Year to $113.8 Million and Adjusted EBITDA Margin(3) of 28%; 80 Basis Point Expansio |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 The Baldw |
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| May 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant Filed by a Party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant Filed by a Party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitiv |
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| February 25, 2025 |
Form of the Company's Omnibus Incentive Plan Restricted Stock Award Agreement Exhibit 10.10 THE BALDWIN INSURANCE GROUP, INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A constituting this “Agreement”), The Baldwin Insurance Group, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an |
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| February 25, 2025 |
EXHIBIT 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of October 4, 2021 (the “Effective Date”), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Jim Roche (“Employee”). BACKGROUND The Company is a subsidiary of BRP Group, Inc., a Delaware corporation (“PubCo”), an |
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| February 25, 2025 |
As filed with the Securities and Exchange Commission on February 25, 2025 As filed with the Securities and Exchange Commission on February 25, 2025 Registration No. |
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| February 25, 2025 |
EXHIBIT 4.3 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended For purposes of this description, references to “the Company,” “Baldwin,” “us,” “we” or “our” refer to The Baldwin Insurance Group, Inc. and not any of its subsidiaries. As of December 31, 2024, Baldwin has one class of securities registered under Section 12 of the Securities |
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| February 25, 2025 |
Exhibit 10.27 AMENDMENT No. 2, dated as of January 10, 2025 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of May 24, 2024 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 4, 2024 and as may be further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreemen |
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| February 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I |
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| February 25, 2025 |
EXHIBIT 10.26 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT No. 1, dated as of December 4, 2024 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of May 24, 2024 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among The Baldwin Insurance Group Holdings, LLC |
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| February 25, 2025 |
Statement of Policy Concerning Trading in Company Securities EXHIBIT 19 THE BALDWIN INSURANCE GROUP, INC. Statement of Policy Concerning Trading in Company Securities Effective January 1, 2025 I.SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES It is The Baldwin Insurance Group, Inc. and its subsidiaries’ (collectively, the “Company”) policy that it will, without exception, comply with all applicable laws and regulations in conducting its business. |
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| February 25, 2025 |
EXHIBIT 99.1 THE BALDWIN GROUP ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS - Fourth Quarter 2024 Total Revenue Growth of 16%; Organic Revenue Growth(1) of 19% - - Full Year 2024 Total Revenue Growth of 14%; Organic Revenue Growth of 17% - - Fourth Quarter 2024 Net Loss of $34.8 Million and Diluted Loss Per Share of $0.31; Adjusted Diluted EPS(2) Growth of 93% to $0.27 - - Fourth Quarter 20 |
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| February 25, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 The Baldwin Insurance Group, Inc. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 The Baldwin In |
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| February 25, 2025 |
Exhibit 10.11 THE BALDWIN INSURANCE GROUP, INC. OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A constituting this “Agreement”), The Baldwin Insurance Group, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant |
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| February 25, 2025 |
EXHIBIT 10.22 STOCKHOLDERS AGREEMENT This AGREEMENT, dated as of October 30, 2024 (this “Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation (as amended from time to time, “Charter”)) of Pubco, a “Holder,” and together, the “Holders”) and The Baldwin Insuran |
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| February 25, 2025 |
List of Subsidiaries of The Baldwin Insurance Group, Inc. EXHIBIT 21 The Baldwin Insurance Group, Inc. List of Subsidiaries as of February 25, 2025 Company Name State of Incorporation The Baldwin Insurance Group Holdings, LLC Delaware BRP Middle Market Insurance Holdings, LLC Florida The Baldwin Group Southeast, LLC Florida The Baldwin Group Specialty Industry, LLC New Jersey The Baldwin Group Mid-Atlantic, LLC Florida AHT GovConRisk, LLC Virginia Baldwi |
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| February 25, 2025 |
The Baldwin Insurance Group, Inc. Clawback Policy EXHIBIT 97 The Baldwin Group Clawback Policy Effective January 1, 2025 Introduction The Board of Directors (the “Board”) of The Baldwin Insurance Group, Inc. |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of incorporation o |
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| November 4, 2024 |
BWIN / The Baldwin Insurance Group, Inc. / Baldwin Lowry - AMENDMENT NO. 6 Passive Investment SC 13G/A 1 z1029244sc13ga5.htm AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* THE BALDWIN INSURANCE GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 05589G102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Fil |
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| November 4, 2024 |
Exhibit 10.1 THE BALDWIN INSURANCE GROUP HOLDINGS, LLC EXECUTIVE SEVERANCE AND CHANGE IN CONTROL BENEFIT PROGRAM November 1, 2024 THE BALDWIN INSURANCE GROUP HOLDINGS, LLC EXECUTIVE SEVERANCE AND CHANGE IN CONTROL BENEFIT PROGRAM November 1, 2024 TABLE OF CONTENTS Page 1. Background 1 2. Definitions 1 3. Notice of Termination 6 4. Severance Payments and Change in Control Severance Payment and Bene |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 The B |
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| November 4, 2024 |
Exhibit 10.2 THE BALDWIN INSURANCE GROUP HOLDINGS, LLC EXECUTIVE SEVERANCE AND CHANGE IN CONTROL BENEFIT PROGRAM PARTICIPANT ACKNOWLEDGEMENT Effective as of November 1, 2024 This Participant Acknowledgement is made and entered into effective as of November 1, 2024, by (the "Executive") to set forth the Executive’s understanding with respect to [his/her] participation in The Baldwin Insurance Group |
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| November 4, 2024 |
AMENDED AND RESTATED JOINT FILING AGREEMENT November 4, 2024 EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 AMENDED AND RESTATED JOINT FILING AGREEMENT November 4, 2024 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of The Baldwin Insuran |
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| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I. |
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| November 4, 2024 |
Exhibit 99.1 THE BALDWIN GROUP ANNOUNCES THIRD QUARTER 2024 RESULTS - Total Revenue Growth of 11% to $338.9 Million; Organic Revenue Growth(1) of 14% - - Net Loss of $14.5 Million and Diluted Loss Per Share of $0.13; Adjusted Diluted EPS(2) Growth of 14% to $0.33 - - Adjusted EBITDA(3) Growth of 14% and Pro Forma Adjusted EBITDA(4) Growth of 18% Year-Over-Year to $72.8 Million and Adjusted EBITDA |
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| November 1, 2024 |
EX-99.B 3 d910501dex99b.htm EX-99.B EXHIBIT B Powers of Attorney for Macquarie Group Limited incorporated by reference to 13G filings made by Macquarie Group Limited on June 7, 2023. Page 13 of 13 |
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| November 1, 2024 |
EX-99.A 2 d910501dex99a.htm EX-99.A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectiv |
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| November 1, 2024 |
BWIN / The Baldwin Insurance Group, Inc. / MACQUARIE GROUP LTD - SC 13G/A Passive Investment SC 13G/A 1 d910501dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Baldwin Insurance Group Inc (formerly BRP Group Inc) (Name of Issuer) Common Shares (Title of Class of Securities) 05589G102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) |
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| October 31, 2024 |
Exhibit 10.1 STOCKHOLDERS AGREEMENT This AGREEMENT, dated as of October 30, 2024 (this “Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation (as amended from time to time, “Charter”)) of Pubco, a “Holder,” and together, the “Holders”) and The Baldwin Insuranc |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I. |
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| October 31, 2024 |
Exhibit 3.1 FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED BY-LAWS OF THE BALDWIN INSURANCE GROUP, INC. This First Amendment to the Second Amended and Restated By-Laws of The Baldwin Insurance Group, Inc. (the “Corporation”) was adopted by the Board of Directors of the Corporation by a unanimous written consent, dated as of October 30, 2024, to become effective immediately upon such approval. |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 The Baldwi |
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| August 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R. |
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| August 6, 2024 |
Exhibit 99.1 THE BALDWIN GROUP ANNOUNCES SECOND QUARTER 2024 RESULTS - Total Revenue Growth of 14% to $339.8 Million; Organic Revenue Growth(1) of 19% - - Net Loss of $30.9 Million and Diluted Loss Per Share of $0.28; Adjusted Diluted EPS(2) Growth of 26% to $0.34 - - Adjusted EBITDA(3) Growth of 22% Year-Over-Year to $74.9 Million and Adjusted EBITDA Margin(3) of 22%; 130 Basis Point Expansion Co |
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| June 6, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. |
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| May 29, 2024 |
Exhibit 4.1 Execution Version INDENTURE dated as of May 24, 2024 among THE BALDWIN INSURANCE GROUP HOLDINGS, LLC THE BALDWIN INSURANCE GROUP HOLDINGS FINANCE, INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 7.125% SENIOR SECURED NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORAT |
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| May 29, 2024 |
Exhibit 10.1 Execution Version AMENDMENT AND RESTATEMENT AGREEMENT This AMENDMENT AND RESTATEMENT AGREEMENT, dated as of May 24, 2024 (this “Agreement”), among The Baldwin Insurance Group Holdings, LLC (f/k/a Baldwin Risk Partners, LLC), a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, each 2024 Refinancing Term Lender (as defined below), each 2024 Refinancing Re |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of incorporation or or |
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| May 16, 2024 |
Exhibit 99.1 The Baldwin Group Announces Upsize and Pricing of $600 Million Offering of Senior Secured Notes due 2031 TAMPA, Fla.—(BUSINESS WIRE)—May 10, 2024— The Baldwin Group, the go-to-market brand name for The Baldwin Insurance Group, Inc. (formerly BRP Group, Inc.) (“Baldwin”) (NASDAQ: BRP), announced today the pricing of the previously announced offering by its direct subsidiary The Baldwin |
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| May 16, 2024 |
Exhibit 99.2 The Baldwin Group Announces Successful Pricing with Improved Terms for $840 Million Term Loan B and $600 Million Revolver TAMPA, Fla.—(BUSINESS WIRE)—May 16, 2024—The Baldwin Group, the go-to-market brand name for The Baldwin Insurance Group, Inc. (formerly BRP Group, Inc.) (“Baldwin,” “we” or “our”) (NASDAQ: BRP), today announced that its subsidiary, The Baldwin Insurance Group Holdi |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of incorporation or or |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of incorporation or org |
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| May 8, 2024 |
The Baldwin Group Announces $500 Million Offering of Senior Secured Notes due 2031 Exhibit 99.1 The Baldwin Group Announces $500 Million Offering of Senior Secured Notes due 2031 TAMPA, FLORIDA—(BUSINESS WIRE)—May 8, 2024—The Baldwin Group, the go-to-market brand name for The Baldwin Insurance Group, Inc. (formerly BRP Group, Inc.) (“Baldwin”) (NASDAQ: BRP), announced today the offering by its direct subsidiary The Baldwin Insurance Group Holdings, LLC (“Baldwin Holdings”) and a |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 The Baldw |
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| May 7, 2024 |
Exhibit 3.4 SECOND AMENDED AND RESTATED BY-LAWS of THE BALDWIN INSURANCE GROUP, INC. (A Delaware Corporation) TABLE OF CONTENTS Page ARTICLE 1 Definitions ARTICLE 2 Stockholders Section 2.01. Place of Meetings 2 Section 2.02. Annual Meetings; Stockholder Proposals 2 Section 2.03. Special Meetings 6 Section 2.04. Record Date 6 Section 2.05. Notice of Meetings of Stockholders 7 Section 2.06. Waivers |
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| May 7, 2024 |
Exhibit 99.1 THE BALDWIN GROUP ANNOUNCES FIRST QUARTER 2024 RESULTS - Total Revenue Growth of 15% to $380.4 Million; Organic Revenue Growth(1) of 16% - - Net Income of $39.1 Million and Diluted Earnings Per Share of $0.33; Adjusted Diluted EPS(2) Growth of 33% to $0.56 - - Adjusted EBITDA(3) Growth of 29% Year Over Year to $101.7 Million and Adjusted EBITDA Margin(3) of 27%, a 280 Basis Point Expa |
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| May 7, 2024 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRP GROUP, INC. Pursuant to Sections 141(f) and 242 of the General Corporation Law of the State of Delaware BRP Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation L |
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| May 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 The Baldwin Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. |
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| May 7, 2024 |
Exhibit 10.1 SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BALDWIN RISK PARTNERS, LLC This Second Amendment to the Third Amended and Restated Limited Liability Company Agreement, as amended (the “LLCA”), of Baldwin Risk Partners, LLC (the “Company”) to change the name of the Company to “The Baldwin Insurance Group Holdings, LLC” was adopted and approved |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant ☒ Filed by a Party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| April 25, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant ☒ Filed by a Party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| February 28, 2024 |
List of Subsidiaries of BRP Group, Inc. EXHIBIT 21 BRP Group, Inc. List of Subsidiaries as of February 28, 2024 Company Name State of Incorporation Baldwin Risk Partners, LLC Delaware Baldwin Krystyn Sherman Partners, LLC Florida BRP Colleague Inc. Florida BRP Middle Market Insurance Holdings, LLC Florida BRP Insurance Intermediary Holdings, LLC Florida BRP Main Street Insurance Holdings, LLC Florida BRP Medicare Insurance Holdings, LLC |
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| February 28, 2024 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS - Fourth Quarter 2023 Total Revenues Grew 16% Year-Over-Year to $284.6 Million - - Full Year 2023 Total Revenues Grew 24% Year-Over-Year to $1.2 Billion - - Fourth Quarter 2023 Organic Revenue Growth(1) of 15% - - Full Year 2023 Organic Revenue Growth of 19% - TAMPA, FLORIDA - February 28, 2024 - BRP Group, Inc. (“BRP |
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| February 28, 2024 |
As filed with the Securities and Exchange Commission on February 28, 2024 As filed with the Securities and Exchange Commission on February 28, 2024 Registration No. |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP, INC |
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| February 28, 2024 |
Summary of Mr. Galbraith's One-Time Promotion Bonus Payment EXHIBIT 10.3 Summary of Mr. Galbraith’s One-Time Promotion Bonus Payment On February 27, 2024, the Compensation Committee of the board of directors of BRP Group, Inc. (the “Company”) approved a one-time $750,000 promotion bonus payment to Mr. Daniel Galbraith, President, BRP and CEO, Retail Brokerage Operations. If, before February 27, 2025, Mr. Galbraith’s employment is terminated (i) by the Comp |
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| February 28, 2024 |
BRP Group, Inc. Clawback Policy EXHIBIT 97 BRP Group, Inc. Clawback Policy Effective December 1, 2023 Introduction The Board of Directors (the “Board”) of BRP Group, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board |
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| February 28, 2024 |
EXHIBIT 10.9 RETIREMENT AGREEMENT & GENERAL RELEASE This RETIREMENT AGREEMENT & GENERAL RELEASE (this “Agreement”), dated as of November 3, 2023, is entered into by and among Kristopher A. Wiebeck (“Employee”), Baldwin Risk Partners, LLC, a Delaware limited liability company (“BRP LLC”), and BRP Colleague Inc., a Florida corporation (“BRP Colleague”) (BRP LLC and BRP Colleague are co-employers of |
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| February 28, 2024 |
EXHIBIT 10.11 RETIREMENT AGREEMENT & GENERAL RELEASE This RETIREMENT AGREEMENT & GENERAL RELEASE (this “Agreement”), dated as of November 3, 2023, is entered into by and among John A. Valentine (“Employee”), Baldwin Risk Partners, LLC, a Delaware limited liability company (“BRP LLC”), and BRP Colleague Inc., a Florida corporation (“BRP Colleague”) (BRP LLC and BRP Colleague are co-employers of Emp |
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| February 28, 2024 |
EXHIBIT 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended As of December 31, 2023, BRP Group, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Class A common stock, par value $0.01 per share, or the “Class A common stock”. For purposes of this de |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inc |
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| February 28, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 BRP Group, Inc. Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(3) Fees to be Paid Equity Class A Common Stock, par value $0.01 Rule 457(c) and Rule 457(h) 2 |
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| February 14, 2024 |
BRP / BRP Group, Inc. / MACQUARIE GROUP LTD - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* BRP Group Inc (Name of Issuer) Common Shares (Title of Class of Securities) 05589G102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 14, 2024 |
AMENDED AND RESTATED JOINT FILING AGREEMENT February 14, 2024 EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 AMENDED AND RESTATED JOINT FILING AGREEMENT February 14, 2024 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of BRP Group, Inc., p |
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| February 14, 2024 |
EX-99.B 3 d748569dex99b.htm EX-99.B EXHIBIT B Powers of Attorney for Macquarie Group Limited incorporated by reference to 13G filings made by Macquarie Group Limited on June 7, 2023. Page 13 of 13 |
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| February 14, 2024 |
BRP / BRP Group, Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 05)* BRP Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05589G102 (CUSIP Number) Calendar Year 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2024 |
BRP / BRP Group, Inc. / Baldwin Lowry - AMENDMENT NO. 4 Passive Investment SC 13G/A 1 p212249sc13ga4.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* BRP GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 05589G102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen |
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| February 14, 2024 |
EX-99.A 2 d748569dex99a.htm EX-99.A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectiv |
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| February 13, 2024 |
BRP / BRP Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0492-brpgroupincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: BRP Group, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 05589G102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to des |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inco |
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| November 7, 2023 |
As filed with the Securities and Exchange Commission on November 7, 2023 As filed with the Securities and Exchange Commission on November 7, 2023 Registration No. |
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| November 7, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 BRP Group, Inc. Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial e |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP G |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inco |
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| November 7, 2023 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES THIRD QUARTER 2023 RESULTS - Third Quarter 2023 Revenue Grew 18% Year-Over-Year to $306.3 Million - - Third Quarter 2023 Organic Revenue Growth(1) of 19% - TAMPA, FLORIDA - November 7, 2023 - BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of perso |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer in |
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| September 19, 2023 |
EXHIBIT 10.1 Execution Version AMENDMENT No. 7, dated as of September 15, 2023 (this “Amendment”), to the Credit Agreement, dated as of October 14, 2020 (as amended by Amendment No. 1, dated as May 7, 2021, Amendment No. 2, dated as of June 2, 2021, Amendment No. 3, dated as of August 6, 2021, Amendment No. 4, dated as of December 16, 2021, Amendment No. 5, dated as of March 28, 2022, Amendment No |
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| August 9, 2023 |
EXHIBIT 10.2 Executed Version LIBOR HARDWIRE TRANSITION AMENDMENT AMENDMENT NO. 6 THIS AMENDMENT NO. 6 (this “Agreement”), dated as of June 27, 2023, is executed and delivered by JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, pursuant to Section 2.14(i) of that certain Credit Agreement, dated as of October 14, 2020, as ame |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP, |
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| August 9, 2023 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS - Second Quarter 2023 Revenue Grew 28% Year-Over-Year to $297.2 Million - - Second Quarter 2023 Organic Revenue Growth(1) of 22% - TAMPA, FLORIDA - August 9, 2023 - BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of pers |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor |
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| May 9, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora |
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| May 9, 2023 |
EXHIBIT 10.1 CONSENT AND DEFENSE AGREEMENT This Agreement (“Agreement”) is dated May 8, 2023, between Baldwin Insurance Group Holdings, LLC (“Majority Holder”) and BRP Group, Inc. (“Pubco”). WHEREAS, Pubco is party to a Stockholders Agreement (“SA”) dated as of October 28, 2019, among Pubco and the parties listed on the signature pages thereto, including Majority Holder (capitalized terms used but |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP |
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| May 9, 2023 |
EXHIBIT 99.1 ITEM 1. BUSINESS The Company BRP Group, Inc. (“BRP Group,” the “Company,” “we,” “us” or “our”) is an independent insurance distribution firm delivering tailored insurance and risk management insights and solutions that give our Clients the peace of mind to pursue their purpose, passion and dreams. We support our Clients, Colleagues, Insurance Company Partners and communities through t |
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| May 9, 2023 |
EXHIBIT 3.4 FIRST AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF BRP GROUP, INC. This First Amendment to the Amended and Restated By-Laws of BRP Group, Inc. (the “Company”) was adopted by the Board of Directors of the Company by a unanimous written consent, dated as of May 8, 2023, to become effective immediately upon such approval. Article 4 of the Amended and Restated Bylaws of the Company is here |
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| May 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora |
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| May 9, 2023 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES FIRST QUARTER 2023 RESULTS - First Quarter 2023 Revenue Grew 36% Year-Over-Year to $330.4 Million - - First Quarter 2023 Organic Revenue Growth(1) of 23% - TAMPA, FLORIDA - May 9, 2023 - BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal a |
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| April 25, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant ☒ Filed by a Party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant ☒ Filed by a Party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP, INC |
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| February 28, 2023 |
EXHIBIT 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended As of December 31, 2022, BRP Group, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Class A common stock, par value $0.01 per share, or the “Class A common stock”. For purposes of this de |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inc |
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| February 28, 2023 |
, between Baldwin Risk Partners, LLC and EXHIBIT 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 31, 2022 (the “Effective Date”), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Seth Cohen (“Employee”). BACKGROUND The Company is a subsidiary of BRP Group, Inc., a Delaware corporation (“PubCo”), |
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| February 28, 2023 |
List of Subsidiaries of BRP Group, Inc. EXHIBIT 21 BRP Group, Inc. List of Subsidiaries as of February 28, 2023 Company Name State of Incorporation Baldwin Risk Partners, LLC Delaware Baldwin Krystyn Sherman Partners, LLC Florida BRP Colleague Inc. Florida BRP Middle Market Insurance Holdings, LLC Florida BRP Insurance Intermediary Holdings, LLC Florida BRP Main Street Insurance Holdings, LLC Florida BRP Medicare Insurance Holdings, LLC |
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| February 28, 2023 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 BRP Group, Inc. Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (3) Fees to be Paid Equity Class A common stock, par value $0.01 per share Rule 457(c) an |
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| February 28, 2023 |
EXHIBIT 10.15 FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BALDWIN RISK PARTNERS, LLC This First Amendment (the “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement, dated as of October 7, 2019 (the “LLC Agreement”), of Baldwin Risk Partners, LLC, a Delaware limited liability company (the “Company”), is made and entered into |
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| February 28, 2023 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS - Fourth Quarter 2022 Revenue Grew 55% Year-Over-Year to $246.0 Million - - Full Year 2022 Revenue Grew 73% Year-Over-Year to $980.7 Million - - Fourth Quarter 2022 Organic Revenue Growth(1) of 26% - - Full Year 2022 Organic Revenue Growth of 23% - TAMPA, FLORIDA - February 28, 2023 - BRP Group, Inc. (“BRP Group” or t |
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| February 28, 2023 |
As filed with the Securities and Exchange Commission on February 28, 2023 As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. |
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| February 14, 2023 |
BRP / Brookfield Residential Properties Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* BRP Group, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 05589G102 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2023 |
AMENDED AND RESTATED JOINT FILING AGREEMENT February 13, 2023 EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 AMENDED AND RESTATED JOINT FILING AGREEMENT February 13, 2023 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of BRP Group, Inc., p |
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| February 13, 2023 |
BRP / Brookfield Residential Properties Inc. / Baldwin Lowry - AMENDMENT NO. 3 Passive Investment SC 13G/A 1 g29233sc13ga3.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BRP GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 05589G102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement |
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| February 9, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: BRP Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 05589G102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inco |
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| November 7, 2022 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES THIRD QUARTER 2022 RESULTS - Third Quarter 2022 Revenue Grew 91% Year-Over-Year to $259.4 Million - - Third Quarter 2022 Organic Revenue Growth(1) of 28% - TAMPA, FLORIDA - November 7, 2022 - BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions, today announced its res |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP G |
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| August 9, 2022 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES SECOND QUARTER 2022 RESULTS - Second Quarter 2022 Revenue Grew 94% Year-Over-Year to $232.5 Million - - Second Quarter 2022 Organic Revenue Growth(1) of 24% - TAMPA, FLORIDA - August 9, 2022 - BRP Group, Inc. (?BRP Group? or the ?Company?) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions, today announced its re |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP, |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| June 23, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP |
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| May 10, 2022 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES FIRST QUARTER 2022 RESULTS - First Quarter 2022 Revenue Grew 59% Year-Over-Year to $242.8 Million - - First Quarter 2022 Organic Revenue Growth(1) of 16% - TAMPA, FLORIDA - May 10, 2022 - BRP Group, Inc. (?BRP Group? or the ?Company?) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions, today announced its results |
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| April 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant ? Filed by a Party other than the registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant ? Filed by a Party other than the registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| March 31, 2022 |
Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of March 28, 2022 (this ?Amendment?), is made and entered into by and among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Borrower?), each of the Guarantors party hereto, each of the entities with an Incremental Revolving Credit Commitment (as defined below) listed under the caption ?Incremental N |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of incorporation or organization) (Com |
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| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| March 2, 2022 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 BRP Group, Inc. Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (3) Fees to be Paid Equity Class A common stock, par value $0.01 per share Rule 457(c) an |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 1, 2022 As filed with the Securities and Exchange Commission on March 1, 2022 Registration No. |
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| March 1, 2022 |
EXHIBIT 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended As of December 31, 2021, BRP Group, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our Class A common stock, par value $0.01 per share, or the ?Class A common stock?. For purposes of this de |
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| March 1, 2022 |
EXHIBIT 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is effective as of the IPO Closing Date (as defined below and subject to Section 27 hereof), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Company?), and Bradford L. Hale (?Employee?). BACKGROUND The Company serves as a holding company tha |
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| March 1, 2022 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS - Fourth Quarter 2021 Revenue Grew 129% Year-Over-Year to $159.2 Million - - Full Year 2021 Revenue Grew 135% Year-Over-Year to $567.3 Million - - Fourth Quarter 2021 Organic Revenue Growth(2) of 18% - - Full Year 2021 Organic Revenue Growth(2) of 22% - - Full Year 2021 ?MGA of the Future? Revenue Growth of 47% - - Fu |
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| March 1, 2022 |
, between Baldwin Risk Partners, LLC and EXHIBIT 10.11 Baldwin Risk Partners, LLC 4211 W. Boy Scout Blvd, Suite 800 Tampa, FL 33607 September 8, 2021 Christopher Stephens 2624 W. Jetton Ave. Tampa, FL 33629 Dear Chris: This letter agreement (this ?Agreement?) sets forth our mutual understanding concerning the transition and termination of your employment with Baldwin Risk Partners, LLC, a Delaware limited liability company (the ?Company? |
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| March 1, 2022 |
EXHIBIT 10.5 AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Amendment?) is effective as of March 23, 2020, by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Company?), and Bradford L. Hale (?Employee?). BACKGROUND The Company employs Employee pursuant to that certain Amended and Res |
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| March 1, 2022 |
List of Subsidiaries of BRP Group, Inc. EXHIBIT 21 BRP Group, Inc. List of Subsidiaries as of March 1, 2022 Company Name State of Incorporation Baldwin Risk Partners, LLC Delaware Baldwin Krystyn Sherman Partners, LLC Florida BRP Colleague Inc. Florida BRP Insurance Intermediary Holdings, LLC Florida BRP Main Street Insurance Holdings, LLC Florida BRP Medicare Insurance Holdings, LLC Florida BRP Medicare Insurance, LLC Florida BRP Medic |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo |
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| March 1, 2022 |
EXHIBIT 10.8 AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Amendment?) is effective as of April 1, 2021, by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Company?), and Kris Wiebeck (?Employee?). BACKGROUND The Company employs Employee pursuant to that certain Amended and Restated |
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| March 1, 2022 |
EXHIBIT 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is effective as of the April 1, 2021 (the ?Effective Date?), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Company?), and Corbyn Galloway (?Employee?). BACKGROUND The Company is a subsidiary of BRP Group, Inc., a Delaware corporation (?PubCo?), and serves as a holding company that |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP, INC |
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| March 1, 2022 |
EXHIBIT 10.6 AMENDMENT #2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT #2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Amendment?) is effective as of April 1, 2021, by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Company?), and Bradford L. Hale (?Employee?). BACKGROUND The Company employs Employee pursuant to that certain Amended and Rest |
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| February 14, 2022 |
BRP / Brookfield Residential Properties Inc. / BAMCO INC /NY/ - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BRP Group, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 05589G102 (CUSIP Number) Calendar Year 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.3 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 EX-24.10 11 dp166847ex2410.htm EXHIBIT 24.10 Exhibit 24.10 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and st |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.6 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.9 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 EX-24.4 5 dp166847ex2404.htm EXHIBIT 24.4 Exhibit 24.4 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 EX-24.12 13 dp166847ex2412.htm EXHIBIT 24.12 Exhibit 24.12 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck and Seth Cohen as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the unde |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.5 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute |
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| February 11, 2022 |
BRP / Brookfield Residential Properties Inc. / Baldwin Lowry - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BRP GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 05589G102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.13 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execut |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.7 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.1 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.2 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.8 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute, acknowledge, deliv |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.11 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execut |
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| February 11, 2022 |
AMENDED AND RESTATED JOINT FILING AGREEMENT February 11, 2022 Exhibit 99.1 AMENDED AND RESTATED JOINT FILING AGREEMENT February 11, 2022 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of BRP Group, Inc., par value $0.01 per share, and (ii |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 EX-24.14 15 dp166847ex2414.htm EXHIBIT 24.14 Exhibit 24.14 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and st |
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| February 11, 2022 |
LIMITED POWER OF ATTORNEY February 11, 2022 Exhibit 24.15 LIMITED POWER OF ATTORNEY February 11, 2022 Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Kristopher Wiebeck, Bradford Hale and Seth Cohen as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execut |
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| February 9, 2022 |
BRP / Brookfield Residential Properties Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: BRP Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 05589G102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| December 21, 2021 |
EX-99.1 2 ex-991pressreleasedateddec.htm EX-99.1 EXHIBIT 99.1 For Immediate Release: Media Contact: December 21, 2021 Rachel DeAngelo | 813.387.6842 [email protected] BRP GROUP, INC. ANNOUNCES FOUR NEW APPOINTMENTS TO BOARD OF DIRECTORS TAMPA, FL, December 21, 2021 (GLOBE NEWSWIRE) - BRP Group, Inc. (“BRP Group”) (NASDAQ: BRP) today announced the appointments of Sunita Parasuraman, |
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| December 21, 2021 |
EX-10.1 2 dp163770ex1001.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT No. 4, dated as of December 16, 2021 (this “Amendment”), to the Credit Agreement, dated as of October 14, 2020 (as amended by Amendment No. 1 , dated as of May 7, 2021, Amendment No. 2, dated as of June 2, 2021, and Amendment No. 3, dated as of August 6, 2021 and as may be further amended, restated, amended and rest |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inc |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inc |
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| November 19, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inc |
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| November 16, 2021 |
BRP Group, Inc. Partnership Inducement Award Plan (as amended November 16, 2021) (filed herewith) EX-99 4 dp161769ex99.htm EXHIBIT 99 Exhibit 99 BRP GROUP, INC. PARTNERSHIP INDUCEMENT AWARD PLAN Section 1. Purpose. The purpose of the BRP Group, Inc. Partnership Inducement Award Plan (as amended effective November 16, 2021, and as thereafter amended from time to time, the “Plan”) is to motivate and reward new employees who join BRP Group, Inc. (the “Company”), primarily through acquisitions, to |
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| November 16, 2021 |
As filed with the Securities and Exchange Commission on November 16, 2021 As filed with the Securities and Exchange Commission on November 16, 2021 Registration No. |
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| November 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inco |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP G |
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| November 8, 2021 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES THIRD QUARTER 2021 RESULTS - Third Quarter 2021 Revenue Grew 106% Year-Over-Year to $135.6 Million - - Third Quarter 2021 Organic Revenue Growth of 26% - TAMPA, FLORIDA - November 8, 2021 - BRP Group, Inc. (?BRP Group? or the ?Company?) (NASDAQ: BRP), an independent insurance distribution firm, announced its results for the third quarter ended September 30, 2 |
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| November 8, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inco |
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| September 17, 2021 |
Exhibit 1.1 EXECUTION VERSION BRP Group, Inc. 8,000,000 Shares of Class A Common Stock Underwriting Agreement September 14, 2021 J.P. Morgan Securities LLC Wells Fargo Securities, LLC BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Wells Fargo Securities, LLC 500 West 33r |
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| September 17, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction) (Commission File No.) (I.R.S. Emp |
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| September 16, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-251195 CALCULATION OF REGISTRATION FEE(1) Title of Each Class of Securities to be Registered Amount To Be Registered(2) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(3) Class A Common stock, par value $0.01 per share 9,200,000 $30.50 $280,600,000 $30,613.46 (1) This ?Calculation o |
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| September 13, 2021 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED SEPTEMBER 13, 2021 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-251195 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| September 13, 2021 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information has been prepared to reflect the impact of certain completed or probable acquisitions, as applicable, by the subsidiaries of BRP Group, Inc. (?we,? ?our,? ?BRP Group? or the ?Company?). The following unaudited pro forma condensed consolidated |
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| September 13, 2021 |
BRP Group, Inc. Announces Proposed Public Offering of Common Stock Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 13, 2021 Relating to Preliminary Prospectus Supplement dated September 13, 2021 Registration No. |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer in |
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| September 10, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inc |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| August 12, 2021 |
Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of August 6, 2021 (this ?Amendment?), is made and entered into by and among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Borrower?), each of the Guarantors party hereto, each of the entities with an Incremental Revolving Credit Commitment (as defined below) listed under the caption ?Incremental N |
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| August 9, 2021 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES SECOND QUARTER 2021 RESULTS - Second Quarter 2021 Revenue Grew 133% Year-Over-Year to $119.7 Million - - Second Quarter 2021 Organic Revenue Growth of 32% - TAMPA, FLORIDA - August 9, 2021 - BRP Group, Inc. (?BRP Group? or the ?Company?) (NASDAQ: BRP), an independent insurance distribution firm announced its results for the second quarter ended June 30, 2021. |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP, |
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| August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| July 28, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo |
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| July 1, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor |
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| June 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo |
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| June 3, 2021 |
Exhibit 10.1 Execution Version AMENDMENT No. 2, dated as of June 2, 2021 (this ?Amendment?), to the Credit Agreement, dated as of October 14, 2020 (as amended by Amendment No. 1 , dated as of May 7, 2021 and as may be further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among BALDWIN RISK PARTNERS, LLC, a Delaware |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor |
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| May 10, 2021 |
EXHIBIT 10.2 Execution Version AMENDMENT No. 1, dated as of May 7, 2021 (this ?Amendment?), to the Credit Agreement, dated as of October 14, 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the ?Borrower?), the Guarantors from time to tim |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP |
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| May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor |
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| May 10, 2021 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES FIRST QUARTER 2021 RESULTS - First Quarter 2021 Revenue Grew 182% Year-Over-Year to $152.8 Million - - First Quarter 2021 Organic Revenue Growth of 14% - TAMPA, FLORIDA - May 10, 2021 - BRP Group, Inc. (?BRP Group? or the ?Company?) (NASDAQ: BRP), a rapidly growing independent insurance distribution firm announced its results for the first quarter ended March |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora |
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| May 6, 2021 |
Form of Performance-Based Restricted Stock Unit Award Agreement Exhibit 10.1 BRP GROUP, INC. OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Subject to the terms and conditions set forth in this grant letter (the ?Grant Letter?) and Exhibit A (the Grant Letter and Exhibit A constituting this ?Agreement?), BRP Group, Inc., a Delaware corporation (the ?Company?), has granted you as of the Grant Date set forth below an award of perf |
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| May 6, 2021 |
Exhibit 10.1 BRP GROUP, INC. OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Subject to the terms and conditions set forth in this grant letter (the ?Grant Letter?) and Exhibit A (the Grant Letter and Exhibit A constituting this ?Agreement?), BRP Group, Inc., a Delaware corporation (the ?Company?), has granted you as of the Grant Date set forth below an award of perf |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. |
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| April 27, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant ? Filed by a Party other than the registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confid |
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| April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant ? Filed by a Party other than the registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for Use of |
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| March 11, 2021 |
As filed with the Securities and Exchange Commission on [?] Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRP GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 61-1937225 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica |
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| March 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP GROUP, INC |
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| March 11, 2021 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 RESULTS - Fourth Quarter 2020 Revenue Grew 91% Year-Over-Year to $69.6 Million - - Full Year 2020 Revenue Grew 75% Year-Over-Year to $240.9 Million - - Fourth Quarter 2020 Organic Revenue Growth of 17% - TAMPA, FLORIDA - March 11, 2021 - BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), a rapidly growing independe |
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| March 11, 2021 |
List of Subsidiaries of BRP Group, Inc. EXHIBIT 21 BRP Group, Inc. List of Subsidiaries as of March 11, 2021 Company Name State of Incorporation Baldwin Risk Partners, LLC Delaware BRP Colleague Inc. Florida Baldwin Krystyn Sherman Partners, LLC Florida BKS Smith, LLC Florida BKS MS, LLC Florida BKS Partners Galati Marine Solutions, LLC Florida League City Office Building, LLC Florida BKS Financial Services Holdings, LLC Florida BKS Fin |
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| March 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| March 11, 2021 |
EXHIBIT 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended As of December 31, 2020, BRP Group, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our Class A common stock, par value $0.01 per share, or the ?Class A common stock?. For purposes of this de |
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| February 12, 2021 |
LIMITED POWER OF ATTORNEY February 12, 2021 EX-24.24 5 d14679dex2424.htm EX-24.24 Exhibit 24.24 LIMITED POWER OF ATTORNEY February 12, 2021 Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, |
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| February 12, 2021 |
CUSIP No. 05589G102 13G Page 1 of 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* BRP Group, Inc. - A (Name of Issuer) Common Stock (Title of Class of Securities |
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| February 12, 2021 |
LIMITED POWER OF ATTORNEY February 12, 2021 EX-24.22 3 d14679dex2422.htm EX-24.22 Exhibit 24.22 LIMITED POWER OF ATTORNEY February 12, 2021 Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, |
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| February 12, 2021 |
LIMITED POWER OF ATTORNEY February 12, 2021 Exhibit 24.21 LIMITED POWER OF ATTORNEY February 12, 2021 Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, execute, acknowledge, deliver and file |
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| February 12, 2021 |
LIMITED POWER OF ATTORNEY February 12, 2021 EX-24.23 4 d14679dex2423.htm EX-24.23 Exhibit 24.23 LIMITED POWER OF ATTORNEY February 12, 2021 Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, |
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| February 12, 2021 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BRP Group, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 05589G102 (CUSIP Number) Calendar Year 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) (Amendment No. |
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| February 12, 2021 |
AMENDED AND RESTATED JOINT FILING AGREEMENT February 12, 2021 EX-99.1 Exhibit 99.1 AMENDED AND RESTATED JOINT FILING AGREEMENT February 12, 2021 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of BRP Group, Inc., par value $0.01 per share, |
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| February 12, 2021 |
CUSIP No. 05589G102 13G Page 1 of 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* BRP Group, Inc. - A (Name of Issuer) Common Stock (Title of Class of Securities |
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| February 12, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BRP GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 05589G102 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 12, 2021 |
LIMITED POWER OF ATTORNEY February 12, 2021 EX-24.25 6 d14679dex2425.htm EX-24.25 Exhibit 24.25 LIMITED POWER OF ATTORNEY February 12, 2021 Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. Prepare, |
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| February 12, 2021 |
CUSIP No. 05589G102 13G Page 1 of 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* BRP Group, Inc. - A (Name of Issuer) Common Stock (Title of Class of Securities |
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| February 8, 2021 |
brpexhibit991 February 2021 INVESTOR PRESENTATION Exhibit 99.1 DISCLAIMER This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such s |
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| February 8, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inco |
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| January 7, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inc |
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| December 11, 2020 |
EX-1.1 Exhibit 1.1 EXECUTION VERSION BRP Group, Inc. 8,750,000 Shares of Class A Common Stock Underwriting Agreement December 8, 2020 J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Secur |
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| December 11, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction) (Commission File No.) (I.R.S. Emplo |
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| December 10, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-251195 CALCULATION OF REGISTRATION FEE(1) Title of Each Class of Securities to be Registered Amount To Be Registered(2) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(3) Class A Common stock, par value $0.01 per share 10,062,500 $29.50 $296,843,750 $32,385.66 (1) This ?Calculation |
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| December 10, 2020 |
BRP / Brookfield Residential Properties Inc. / IHC Holdings, Inc./NV Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BRP Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05589G102 (CUSIP Number) Brian Kapiloff, P.O. Box 25402, Houston, TX 77265 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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| December 10, 2020 |
JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of November 30, 2020, is by and among IHC Holdings, Inc. |
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| December 8, 2020 |
424B5 Table of Contents Filed Pursuant to Rule 424(B)(5) Registration No. 333-251195 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to |
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| December 8, 2020 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of incorporation or organization) (C |
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| December 8, 2020 |
Exhibit 99 BRP GROUP, INC. PARTNERSHIP INDUCEMENT AWARD PLAN Section 1. Purpose. The purpose of the BRP Group, Inc. Partnership Inducement Award Plan (as amended on December 4, 2020, and as thereafter amended from time to time, the “Plan”) is to motivate and reward new employees who join BRP Group, Inc. (the “Company”), primarily through acquisitions, to perform at the highest level and contribute |
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| December 8, 2020 |
S-3ASR Table of Contents As filed with the Securities and Exchange Commission on December 8, 2020 Registration No. |
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| December 8, 2020 |
Powers of Attorney (included in signature pages hereof) Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lowry Baldwin, Trevor Baldwin, Kris Wiebeck, John Valentine, Dan Galbraith, Brad Hale, and Christopher Stephens and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or |
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| December 8, 2020 |
Consent of Dixon Hughes Goodman LLP (filed herewith) Exhibit 23.7 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this registration statement on Form S-8 of BRP Group, Inc. of our report dated December 7, 2020, relating to the consolidated financial statements of Insgroup, Inc., which appear in the amendment to Form 8-K of BRP Group, Inc. dated December 7, 2020. /s/ Dixon Hughes Goodman |
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| December 8, 2020 |
As filed with the Securities and Exchange Commission on December 8, 2020 Registration No. |
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| December 8, 2020 |
Consent of PricewaterhouseCoopers LLP EX-23.9 Exhibit 23.9 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of BRP Group, Inc. of our report dated August 9, 2019 relating to the financial statements of Millennial Specialty Insurance LLC, which appears in BRP Group, Inc.’s prospectus, dated October 23, 2019, filed with the Securities and Exchange Commission p |
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| December 8, 2020 |
BRP Group, Inc. Announces Proposed Public Offering of Common Stock Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 8, 2020 Relating to Preliminary Prospectus Supplement dated December 8, 2020 Registration No. |
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| December 8, 2020 |
Consent of Dixon Hughes Goodman LLP EX-23.7 Exhibit 23.7 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this registration statement on Form S-3 of BRP Group, Inc. of our report dated December 7, 2020, relating to the consolidated financial statements of Insgroup, Inc., which appear in the amendment to Form 8-K of BRP Group, Inc. dated December 7, 2020, and to the refer |
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| December 8, 2020 |
EX-23.8 Exhibit 23.8 Consent of Independent Auditor We consent to the incorporation by reference in this Registration Statement on Form S-3 of BRP Group, Inc. of our report dated August 13, 2019, relating to the financial statements of Lykes Insurance, Inc., appearing in the Registration Statement on Form S-1 (No. 333-233908) filed by BRP Group, Inc. on September 23, 2019. We also consent to the r |
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| December 7, 2020 |
Exhibit 99.1 INSGROUP, INC. Consolidated Financial Statements December 31, 2019 INSGROUP, INC. Table of Contents Page Independent Auditors' Report 3 Consolidated Financial Statements Consolidated Balance Sheet 4 Consolidated Statement of Income 5 Consolidated Statement of Stockholders' Equity 6 Consolidated Statement of Cash Flows 7 Notes to Consolidated Financial Statements 1. Business and Basis |
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| December 7, 2020 |
Exhibit 99.2 INSGROUP, INC. Consolidated Financial Statements (Unaudited) September 30, 2020 INSGROUP, INC. Table of Contents Page Consolidated Financial Statements (Unaudited) Consolidated Balance Sheet 3 Consolidated Statement of Income 4 Consolidated Statement of Stockholders' Equity 5 Consolidated Statement of Cash Flows 6 Notes to Unaudited Consolidated Financial Statements 1. Business and Ba |
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| December 7, 2020 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information is based on the historical financial information of BRP Group, Inc. (“BRP Group” or the “Company”), Insgroup, Inc. ("Insgroup") and Armfield, Harrison and Thomas, Inc. ("AHT"), and has been prepared to reflect the acquisition of Insgroup by Ba |
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| December 7, 2020 |
Exhibit 99.4 ARMFIELD, HARRISON & THOMAS, INC. Financial Statements (Unaudited) September 30, 2020 ARMFIELD, HARRISON & THOMAS, INC. Table of Contents Page Financial Statements (Unaudited) Balance Sheet 3 Statement of Operations 4 Statement of Stockholders' Equity 5 Statement of Cash Flows 6 Notes to Unaudited Financial Statements 1. Business and Basis of Presentation 7 2. Business Combination 8 3 |
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| December 7, 2020 |
Exhibit 99.3 ARMFIELD, HARRISON & THOMAS, INC. Financial Statements December 31, 2019 ARMFIELD, HARRISON & THOMAS, INC. Table of Contents Page Independent Auditors' Report 3 Financial Statements Balance Sheet 4 Statement of Operations 5 Statement of Stockholders' Equity 6 Statement of Cash Flows 7 Notes to Financial Statements 1. Business and Basis of Presentation 8 2. Significant Accounting Polic |
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| December 7, 2020 |
Financial Statements and Exhibits - 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employ |
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| December 4, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or |
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| November 12, 2020 |
EXHIBIT 99.1 BRP GROUP, INC. ANNOUNCES THIRD QUARTER 2020 RESULTS - Third Quarter 2020 Revenue Grew 72% Year-Over-Year to $65.8 Million - - Third Quarter 2020 Organic Revenue Growth of 20% - - “MGA of the Future” Policies in Force Cross 500,000 Policy Milestone - TAMPA, FLORIDA - November 12, 2020 - BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), a rapidly growing independent insuran |
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| November 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or |
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| November 12, 2020 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of (Commission (I.R.S. Employer inco |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39095 BRP G |
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| October 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2020 BRP Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39095 61-1937225 (State or other jurisdiction of incorporation or organization) (C |
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| October 15, 2020 |
EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT among BALDWIN RISK PARTNERS, LLC, as Borrower, the Guarantors from time to time party hereto, the several Lenders from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 14, 2020 JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., CAPITAL ONE, NATIONAL ASSOCIATION C |
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| October 15, 2020 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRP GROUP, INC. Pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware BRP Group, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”) DOES HEREBY CER |
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| September 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Check the appropriate box: r Preliminary Information Statement x Definitive Information Statement r Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) BRP GROUP, INC. (Name |
