SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 12.4% Stake in Baldwin Insurance Group
Beneficial Ownership Report
FMR LLC and its Chairman and CEO, Abigail P. Johnson, have filed an amended Schedule 13G, reporting a beneficial ownership of 12.4% of Baldwin Insurance Group Inc.'s Class A Common Stock as of December 31, 2024.
Summary
- FMR LLC, a Delaware-based parent holding company, and Abigail P. Johnson, an individual, have filed an Amendment No. 5 to Schedule 13G.
- The filing reports their aggregate beneficial ownership of 8,398,744.72 shares of Class A Common Stock in BALDWIN INSURANCE GROUP INC/THE.
- This aggregate amount represents 12.4% of the Class A Common Stock outstanding.
- As of December 31, 2024, FMR LLC holds sole voting power over 8,396,655.00 shares and sole dispositive power over 8,398,744.72 shares.
- Abigail P. Johnson, as Director, Chairman, and CEO of FMR LLC, is deemed to beneficially own the same 8,398,744.72 shares with sole dispositive power, but no sole or shared voting power.
- The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
- Several FMR LLC subsidiaries, including Fidelity Management & Research Company LLC, are identified as entities that beneficially own shares, with Fidelity Management & Research Company LLC owning 5% or more.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing (Schedule 13G) disclosing beneficial ownership. It does not contain performance data, forward-looking statements, or strategic updates that would typically influence a positive or negative sentiment. It is a neutral, factual report of a significant ownership stake.
Positives
- FMR LLC, a prominent investment firm, holds a significant 12.4% stake in Baldwin Insurance Group, indicating substantial institutional interest.
- The filing confirms the shares are held in the ordinary course of business, not for control-influencing purposes, suggesting a passive investment strategy.
Negatives
- NA
Risks
- NA
Future Outlook
NA
Industry Context
This Schedule 13G filing indicates a significant passive investment by a major asset management firm, FMR LLC, in Baldwin Insurance Group. Such filings are routine disclosures by institutional investors holding more than 5% of a company's stock, providing transparency into large ownership stakes within the insurance sector. The presence of a large, long-term investor like FMR LLC can signal stability and confidence in the company's long-term prospects within the broader financial services and insurance industry.
Comparison to Industry Standards
- As a Schedule 13G filing, this document primarily serves as a disclosure of beneficial ownership rather than a performance report. Therefore, direct comparisons to industry-specific financial benchmarks or operational results of comparable companies are not applicable.
- However, the 12.4% stake held by FMR LLC is a substantial institutional position, aligning with typical large-scale passive investments seen from major asset managers like BlackRock, Vanguard, or State Street in publicly traded companies across various sectors, including insurance. These firms often hold significant, non-controlling stakes in numerous companies as part of their diversified fund portfolios.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure | The filing clarifies that members of the Johnson family, including Abigail P. Johnson, are predominant owners of Series B voting common shares of FMR LLC, representing 49% of its voting power. They have a shareholders' voting agreement to vote Series B shares in accordance with the majority, potentially forming a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | NA | Provides transparency into the ultimate control structure of FMR LLC, the reporting entity, which indirectly holds a significant stake in Baldwin Insurance Group. This clarifies the governance framework of the institutional investor, not the issuer. |
Related Party Transactions
- The document details that Abigail P. Johnson, a reporting person, is a Director, Chairman, and CEO of FMR LLC, the other reporting person, establishing a direct relationship between the individual and the institutional filer.
- Members of the Johnson family, including Abigail P. Johnson, are the predominant owners of FMR LLC's Series B voting common shares (49% voting power) and have a voting agreement, which could be deemed to form a controlling group of FMR LLC.
Stakeholder Impact
- Shareholders: The disclosure of a significant 12.4% stake by a major institutional investor like FMR LLC may be viewed positively, signaling institutional confidence and potentially contributing to market stability for Baldwin Insurance Group's stock.
- Management: Awareness of a large, passive institutional shareholder can influence management's focus on long-term value creation, though the filing explicitly states the stake is not for control-influencing purposes.
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for FMR LLC. |
| 2023-01-10 | Date of Schedule 13G filing by FMR LLC where Power of Attorney (accession number: -23-000003) was incorporated by reference. |
| 2023-01-26 | Effective date of Power of Attorney for Abigail P. Johnson. |
| 2023-01-31 | Date of Schedule 13G filing by FMR LLC where Power of Attorney (accession number: -23-000038) for Abigail P. Johnson was incorporated by reference. |
| 2024-12-31 | Date of event which requires filing of this statement (reporting date for beneficial ownership). |
| 2025-02-11 | Signature date of the Schedule 13G Amendment No. 5 filing. |
Keywords
Baldwin Insurance Group, FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Class A Common Stock, Institutional Investor, SEC Filing, Insurance Industry, Investment Management
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