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Business Combinations (Notes)
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Business Combination Business Combinations
The Company completed two business combinations for an aggregate purchase price of $129.1 million during the year ended December 31, 2025. In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired, including liabilities assumed, with the excess being recorded as goodwill. For financial statement purposes, goodwill is not amortized but rather is evaluated for impairment at least annually or more frequently if an event or change in circumstances occurs that indicates goodwill may be impaired. For tax purposes, goodwill is generally deductible and will be amortized over a period of 15 years.
The Company completed the following business combinations during the year ended December 31, 2025:
•The Company acquired certain assets and equity interests of entities used in the operation of Bermuda-based reinsurance underwriting platform MultiStrat Group (“MultiStrat”), an Underwriting, Capacity & Technology Solutions partner effective April 1, 2025, to add an important capability to source alternative reinsurance capital for Baldwin’s cedant clients and MSI, without taking balance sheet risk.
•The Company acquired from Hippo Holdings, Inc. (“Hippo”) and its affiliates all the outstanding equity interests of the various entities comprising Hippo’s homebuilder distribution network (“Hippo’s Homebuilder Distribution Network”), a Mainstreet Insurance Solutions partner effective July 1, 2025. This partnership enhances Baldwin’s ability to deliver property and casualty insurance solutions to homebuilder clients through expanded distribution capabilities.
The recorded purchase price for the MultiStrat partnership also includes an estimation of the fair value of equity interests, which was calculated based on the value of the Company’s Class A common stock on the closing date taking into account a discount for lack of marketability.
In addition, the recorded purchase price allocation for Hippo’s Homebuilder Distribution Network includes an estimation of the fair value of the pre-existing noncontrolling interest acquired in Lennar Insurance Agency. The fair value of the noncontrolling interest acquired in Lennar Insurance Agency was estimated using a discounted cash flow model under the income approach. The valuation relied on management-prepared financial projections and a discount rate consistent with market participant assumptions and the broader valuation of Hippo’s Homebuilder Distribution Network. Refer to Note 5 for more information regarding the noncontrolling interest acquired in Lennar Insurance Agency.
The operating results of these business combinations have been included in the consolidated statements of comprehensive loss since their respective acquisition dates. The Company recognized total revenues and net loss from its business combinations of $23.6 million and $2.3 million, respectively, for the year ended December 31, 2025.
Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Specifically, the Company's valuations of the fair value of contingent earnout consideration and intangible assets are estimates based on assumptions of factors such as discount rates and growth rates. Accordingly, these assets and liabilities are subject to measurement period adjustments as determined after the passage of time. Any measurement period adjustments related to prior period business combinations are reflected as current period adjustments in accordance with Topic 805.
The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the year ended December 31, 2025.
(in thousands)MultiStratHippo’s Homebuilder Distribution NetworkTotals
Cash consideration paid$12,054 $75,345 $87,399 
Fair value of contingent earnout consideration8,470 — 8,470 
Fair value of equity interest863 — 863 
Deferred payment2,901 29,445 32,346 
Total consideration$24,288 $104,790 $129,078 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash$355 $1,533 $1,888 
Assumed premiums, commissions and fees receivable12,190 1,331 13,521 
Other assets1,687 999 2,686 
Intangible assets7,167 111,190 118,357 
Accrued expenses and other current liabilities(3,427)(852)(4,279)
Contingent earnout liability— (9,977)(9,977)
Total identifiable net assets acquired17,972 104,224 122,196 
Noncontrolling interest in partnership— (97,920)(97,920)
Goodwill6,316 98,486 104,802 
$24,288 $104,790 $129,078 
Maximum potential contingent obligations$16,500 
(1)
(1)
__________
(1)    Hippo’s Homebuilder Distribution Network has an uncapped earnout related to a previous business combination based on legacy account revenue.
The factors contributing to the recognition of goodwill are based on expanded product offerings, expanded distribution capabilities and vertical integration within the reinsurance and insurance brokerage industry.
The intangible assets acquired in connection with the partnerships have the following values and estimated weighted-average lives:
(in thousands, except weighted-average lives)AmountWeighted-
Average Life
Acquired relationships(1)
$117,070 10.0 years
Trade names550 5.0 years
Software(2)
737 
__________
(1)    Includes $111.2 million relating to the partnership with Hippo’s Homebuilder Distribution Network.
(2)    Software acquired in the MultiStrat partnership consists of internally-developed software, which will not be placed in service or amortized until it reaches technological feasibility.
The following pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if MultiStrat and Hippo’s Homebuilder Distribution Network occurred on January 1, 2024. This pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future.
For the Years Ended December 31,
(unaudited) (in thousands)20252024
Pro forma results:
Total revenues(1)
$1,523,375 $1,426,876 
Net loss(1)
(50,680)(40,588)
__________
(1)    Reflects annual GAAP revenue/net loss, plus revenue/net income (loss) from partnerships in the unowned portion of the period based on a quality of earnings review and not an audit, in each case, at the time the due diligence was conducted and may not include full revenue run rate for partial period impacts in the quality of earnings review.