Slides
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Q3 2025 EARNINGS SUPPLEMENT November 2025
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2 Non-GAAP financial measures This presentation includes certain financial measures (including, retained commissions and fees, organic revenue, organic revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA margin on retained commissions and fees, adjusted net income, adjusted diluted EPS, pro forma revenue, pro forma adjusted EBITDA, pro forma adjusted EBITDA margin, a nd adjusted free cash flow ) that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“non-GAAP”). These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income (loss), net income (loss) attributable to Baldwin, diluted earnings (loss) per share, net cash provided by (used in) operating activities or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly, these measures may not be comparable to similarly titled measures used by other companies. The pro forma information presented herein (i) assumes Hippo's Homebuilder Distribution Network partnership was consummated on January 1, 2025, such that our 2025 financial pro forma figures take into account adjusted EBITDA from Hippo's Homebuilder Distribution Network in the unowned periods of 2025, and (ii) removes the effects of 2025 and 2024 divestitures for the respective periods as if the divestitures had occurred on January 1, 2025 and January 1, 2024, respectively. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future. Please refer to the organic revenue growth reconciliation, adjusted EBITDA bridge, adjusted EBITDA margin on retained commissions and fees bridge, pro forma adjusted EBITDA bridge, and adjusted free cash flow bridge slides throughout this presentation, in addition to our earnings release issued on November 4, 2025 and posted to our website, for reconciliations of the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. Note, however, that the Company is unable to reconcile forward-looking non-GAAP guidance contained in this presentation to the most comparable GAAP measures. Reconciliation of such guidance is not available without unreasonable efforts due to the high variability, complexity, and low visibility with respect to commissions and fees, net income (loss), diluted earnings (loss) per share or other consolidated income statement data prepared in accordance with GAAP for these periods. The unavailable information could have a significant impact on the non-GAAP measures.
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04 11 Key performance metrics Adjusted EBITDA bridge 05 13 Actual disaggregated revenue and KPIs Adjusted EBITDA margin on retained commissions and fees bridge 07 14 Organic revenue growth reconciliation Pro forma adjusted EBITDA bridge 09 15 Shareholder value creation Appendix 10 Treasury Table of contents
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4 n/m not meaningful (1) Retained commissions and fees is total revenue minus outside commissions. This represents a non-GAAP measure used to measure efficiency of internal workforce, removing the effect of insurance products distributed by third-party distribution partners (ie. traditional retail and wholesale agents, proprietary software management companies, builders, etc.). Adjusted EBITDA margin on retained commissions and fees is adjusted EBITDA divided by retained commissions and fees. Refer to Slides 13 and 23 of this presentation for reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measure. (2) Organic revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted diluted EPS are non-GAAP measures. Refer to our earnings release issued on November 4, 2025 and posted on our website for a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures. (3) Management calculates adjusted net cash provided by operating activities (“adjusted free cash flow”), a non-GAAP measure, because the Company incurs substantial earnout liabilities in conjunction with its partnership strategy. Adjusted free cash flow is calculated as net cash provided by (used in) operating activities excluding the impact of: (i) the payment of contingent earnout consideration in excess of purchase price accrual; and (ii) the payment of colleague earnout incentives. Refer to our earnings release issued on November 4, 2025 and posted on our website for a reconciliation of this non-GAAP measure to the most directly comparable GAAP financial measure. (4) Refer to Slides 25 and 26 of this presentation for a reconciliation of the 2024 adjusted free cash flow as a result of the change in presentation for fiduciary assets and liabilities, as further discussed in our earnings release issued on November 4, 2025 and posted on our website. Key performance metrics AMOUNTS IN 000s Q3 2025 Q3 2024 % Growth YTD 2025 YTD 2024 % Growth CONSOLIDATED Total revenue $ 365,389 $ 338,938 8 % $ 1,157,605 $ 1,059,145 9 % Retained commissions and fees(1) $ 286,278 $ 264,394 8 % $ 939,085 $ 854,908 10 % Organic revenue growth %(2) 5 % 14 % 9 % 16 % Net income (loss) $ (30,237) $ (14,475) 109 % $ (10,480) $ (6,242) 68 % Net income (loss) margin (8) % (4) % (1) % (1) % Adjusted EBITDA(2) $ 72,520 $ 72,751 — % $ 271,827 $ 249,325 9 % Adjusted EBITDA margin(2) 20 % 21 % 23 % 24 % Adjusted EBITDA margin on retained commissions and fees(1) 25 % 28 % 29 % 29 % Adjusted net income(2) $ 36,549 $ 38,528 (5) % $ 162,617 $ 144,783 12 % Diluted loss per share $ (0.27) $ (0.13) 108 % $ (0.12) $ (0.07) 71 % Adjusted diluted EPS(2) $ 0.31 $ 0.33 (6) % $ 1.37 $ 1.23 11 % Net cash provided by (used in) operating activities $ 41,017 $ 32,408 27 % $ (39,687) $ 53,754 n/m Adjusted free cash flow(3)(4) $ 41,810 $ 33,180 26 % $ 76,257 $ 86,043 (11) % Cash paid for interest $ 76,612 $ 73,417 4 %
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5 Actual disaggregated revenue and KPIs Q1 2025 AMOUNTS IN 000s Q1 Q2 Q3 YTD INSURANCE ADVISORY SOLUTIONS Commissions $ 190,328 $ 139,680 $ 116,878 $ 446,886 Consulting and service fees 18,587 25,993 25,344 69,924 Profit-sharing 14,970 14,003 13,763 42,736 Other 2,764 2,677 1,155 6,596 Investment income 1,024 912 1,380 3,316 Total Insurance Advisory Solutions revenue $ 227,673 $ 183,265 $ 158,520 $ 569,458 Organic revenue growth(1) 3 % 10 % — % 4 % Q1 Q2 Q3 YTD UNDERWRITING, CAPACITY & TECHNOLOGY SOLUTIONS Commissions(2) $ 94,949 $ 117,060 $ 112,260 $ 324,269 Policy and installment fees 17,980 19,684 20,599 58,263 Assumed premium earned 4,317 5,488 5,863 15,668 Profit-sharing 5,275 2,038 5,276 12,589 Consulting and service fees 1,569 1,382 1,575 4,526 Other 46 723 353 1,122 Investment income 1,038 1,135 1,341 3,514 Total Underwriting, Capacity & Technology Solutions revenue $ 125,174 $ 147,510 $ 147,267 $ 419,951 Organic revenue growth(2) 32 % 21 % 16 % 22 % (1) The Insurance Advisory Solutions operating group (“IAS”) recorded intercompany commissions of $0.2 million , $0.1 million and $0.3 million for Q2, Q3 and YTD 2025, respectively, which are eliminated in consolidation and excluded from the calculation of organic revenue growth. Refer to Slides 7 and 8 of this presentation for a reconciliation of organic revenue growth by operating group to the most directly comparable GAAP financial measure. (2) The Underwriting, Capacity & Technology Solutions operating group (“UCTS”) recorded intercompany and pass-through commissions of $18.1 million, $18.8 million, $17.1 million and $54.0 million for Q1, Q2, Q3 and YTD 2025, respectively, which are eliminated in consolidation and excluded from the calculation of organic revenue growth. Refer to Slides 7 and 8 of this presentation for a reconciliation of organic revenue growth by operating group to the most directly comparable GAAP financial measure.
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6 Actual disaggregated revenue and KPIs 2025 AMOUNTS IN 000s Q1 Q2 Q3 YTD MAINSTREET INSURANCE SOLUTIONS Commissions $ 71,650 $ 61,309 $ 65,403 $ 198,362 Profit-sharing 4,095 3,919 9,680 17,694 Other 2,066 1,280 1,346 4,692 Investment income 58 56 47 161 Total Mainstreet Insurance Solutions revenue $ 77,869 $ 66,564 $ 76,476 $ 220,909 Organic revenue growth(1) 10 % — % (2) % 2 % (1) Refer to Slides 7 and 8 of this presentation for a reconciliation of organic revenue growth by operating group to the most directly comparable GAAP financial measure.
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7 (1) Represents commissions earned by UCTS for acting as an MGA and passed through to our other operating groups for serving as the retail agent. These commissions are eliminated in consolidation and excluded from the calculation of organic revenue growth. (2) Organic revenue for Q1 2024 used to calculate organic revenue growth for Q1 2025 was $221.1 million , $80.3 million , $71.0 million and $372.3 million for IAS, UCTS, the Mainstreet Insurance Solutions operating group (“MIS”) and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024 and 2025. (3) Includes the first twelve months of such commissions and fees generated from newly acquired partners. (4) Organic revenue for Q2 2024 used to calculate organic revenue growth for Q2 2025 was $166.0 million , $103.5 million , $66.8 million and $336.3 million for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024 and 2025. Organic revenue growth reconciliation Q1 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other ConsolidatedAMOUNTS IN 000s Commissions and fees $ 226,649 $ 124,136 $ 77,811 $ (18,065) $ 410,531 Pass-through of retail commissions (eliminated)(1) — (14,704) — 14,704 — Intercompany commissions (eliminated) — (3,361) — 3,361 — Organic revenue $ 226,649 $ 106,071 $ 77,811 $ — $ 410,531 Organic revenue growth(2) $ 5,570 $ 25,818 $ 6,831 $ — $ 38,219 Organic revenue growth %(2) 3 % 32 % 10 % — % 10 % Q2 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other Consolidated Commissions and fees $ 182,353 $ 146,375 $ 66,508 $ (18,987) $ 376,249 Partnership commissions and fees(3) — (1,980) — — (1,980) Pass-through of retail commissions (eliminated)(1) — (14,664) — 14,664 — Intercompany commissions (eliminated) (181) (4,142) — 4,323 — Organic revenue $ 182,172 $ 125,589 $ 66,508 $ — $ 374,269 Organic revenue growth(4) $ 16,178 $ 22,079 $ (284) $ — $ 37,973 Organic revenue growth %(4) 10 % 21 % — % — % 11 %
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8 (1) Includes the first twelve months of such commissions and fees generated from newly acquired partners. (2) Represents commissions earned by UCTS for acting as an MGA and passed through to our other operating groups for serving as the retail agent. These commissions are eliminated in consolidation and excluded from the calculation of organic revenue growth. (3) Organic revenue for Q3 2024 used to calculate organic revenue growth for Q3 2025 was $157.2 million , $107.2 million , $70.5 million and $334.9 million for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024 and 2025. (4) Organic revenue for YTD 2024 used to calculate organic revenue growth for YTD 2025 was $544.3 million , $291.0 million , $208.2 million and $1,043.5 million for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024 and 2025. Organic revenue growth reconciliation Q3 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other ConsolidatedAMOUNTS IN 000s Commissions and fees $ 157,140 $ 145,926 $ 76,429 $ (17,178) $ 362,317 Partnership commissions and fees(1) — (4,794) (7,428) — (12,222) Pass-through of retail commissions (eliminated)(2) — (13,127) — 13,127 — Intercompany commissions (eliminated) (76) (3,975) — 4,051 — Organic revenue $ 157,064 $ 124,030 $ 69,001 $ — $ 350,095 Organic revenue growth(3) $ (178) $ 16,804 $ (1,449) $ — $ 15,177 Organic revenue growth %(3) — % 16 % (2) % — % 5 % YTD 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other ConsolidatedAMOUNTS IN 000s Commissions and fees $ 566,142 $ 416,437 $ 220,748 $ (54,230) $ 1,149,097 Partnership commissions and fees(1) — (6,774) (7,428) — (14,202) Pass-through of retail commissions (eliminated)(2) — (42,495) — 42,495 — Intercompany commissions (eliminated) (257) (11,478) — 11,735 — Organic revenue $ 565,885 $ 355,690 $ 213,320 $ — $ 1,134,895 Organic revenue growth(4) $ 21,570 $ 64,701 $ 5,098 $ — $ 91,369 Organic revenue growth %(4) 4 % 22 % 2 % — % 9 %
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9 Shareholder value creation 2025 AMOUNTS IN 000s Q1 Q2 Q3 YTD Stock price at quarter end $ 44.69 $ 42.81 $ 28.21 $ 28.21 Weighted average Class A & B shares outstanding (000s)(1) 118,373 119,163 119,104 118,883 Adjusted diluted EPS (fully vested and as-if converted) $ 0.65 $ 0.42 $ 0.31 $ 1.37 RECONCILIATION TO GAAP Q1 Q2 Q3 YTD Diluted earnings (loss) per share $ 0.20 $ (0.05) $ (0.27) $ (0.12) Effect of exchange of Class B common stock and net income (loss) attributable to noncontrolling interests per share 0.01 0.01 0.02 0.03 Other adjustments to income (loss) per share 0.51 0.51 0.59 1.61 Adjusted income taxes per share (0.07) (0.05) (0.03) (0.15) Adjusted diluted EPS $ 0.65 $ 0.42 $ 0.31 $ 1.37 (1) Assumes the vesting of all restricted stock and full exchange of LLC Units (and paired shares of Class B common stock) for Class A common stock pursuant to the Amended LLC Agreement. Shares used is consistent with the calculation of adjusted diluted EPS included in our earnings release issued on November 4, 2025 and posted on our website.
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10 Treasury As of September 30, 2025 Instrument Debt outstanding Available for borrowing Borrowing rate(1) Interest rate Maturity Cash interest paid in 2025 Amounts in 000s Senior Secured Notes $ 600,000 (2) $ — 7.125% 7.125% May 2031 $ 21,375 Term Loan $ 1,003,606 (2) $ — Term SOFR + 2.50% 6.64% May 2031 $ 49,306 Revolving Facility $ 66,000 $ 524,000 Term SOFR + 1.85% to Term SOFR + 2.60% 6.82% May 2029 $ 5,912 (1) We have a $500.0 million notional, 3.244% floating-to-fixed interest rate swap expiring on September 14, 2028. (2) Debt outstanding under the Senior Secured Notes and the Term Loan represents outstanding borrowings, which are presented net of unamortized debt discount and issuance costs of $26.0 million for balance sheet presentation as of September 30, 2025.
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11 Adjusted EBITDA bridge Q3 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other TotalAMOUNTS IN 000s Revenues $ 158,520 $ 147,267 $ 76,476 $ (16,874) $ 365,389 Expenses: Outside commissions 2,151 75,492 18,646 (17,178) 79,111 Colleague compensation and benefits 123,492 30,375 26,521 12,643 193,031 Selling expense 5,716 1,522 3,363 2,289 12,890 Operating expense 13,336 16,757 6,123 6,237 42,453 Administrative expense 13,858 5,901 11,205 36,166 67,130 All other expenses 412 357 156 86 1,011 Net income (loss) (445) 16,863 10,462 (57,117) (30,237) Net income (loss) margin — % 11 % 14 % (8) % Adjustments to net income (loss): Interest (income) expense, net — 100 16 31,855 31,971 Depreciation and amortization expense 13,629 5,581 11,177 1,656 32,043 Share-based compensation 8,436 5,097 1,952 6,532 22,017 Change in fair value of contingent consideration 1,533 447 — — 1,980 Transaction-related partnership and integration expenses 641 630 489 616 2,376 Loss on extinguishment and modification of debt — — — 3,290 3,290 Severance 587 968 7 58 1,620 Income and other taxes 116 45 16 293 470 Transformation costs 2,218 258 60 1,102 3,638 Impairment of right-of-use assets 38 — 28 — 66 All other expenses 380 681 943 1,282 3,286 Adjusted EBITDA $ 27,133 $ 30,670 $ 25,150 $ (10,433) $ 72,520 Adjusted EBITDA margin 17 % 21 % 33 % — % 20 %
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12 Adjusted EBITDA bridge YTD 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other TotalAMOUNTS IN 000s Revenues $ 569,458 $ 419,951 $ 220,909 $ (52,713) $ 1,157,605 Expenses: Outside commissions 8,589 207,371 56,790 (54,230) 218,520 Colleague compensation and benefits 387,734 85,722 78,395 34,671 586,522 Selling expense 18,238 4,667 11,223 6,646 40,774 Operating expense 42,372 45,268 17,423 22,215 127,278 Administrative expense 41,739 16,055 26,561 103,011 187,366 All other expenses 6,368 (474) 898 833 7,625 Net income (loss) 64,418 61,342 29,619 (165,859) (10,480) Net income (loss) margin 11 % 15 % 13 % (1) % Adjustments to net income (loss): Interest (income) expense, net (1) 319 50 92,899 93,267 Depreciation and amortization expense 41,014 15,324 26,316 4,506 87,160 Share-based compensation 19,193 10,775 4,860 16,944 51,772 Change in fair value of contingent consideration 8,203 (398) 279 — 8,084 Transaction-related partnership and integration expenses 1,174 3,947 636 2,137 7,894 Loss on extinguishment and modification of debt — — — 5,684 5,684 Severance 1,805 1,898 502 240 4,445 Income and other taxes 131 79 69 3,010 3,289 Transformation costs 2,232 316 473 1,389 4,410 Colleague earnout incentives (1,671) (108) — — (1,779) Impairment of right-of-use assets 1,226 — 28 — 1,254 Loss (gain) on divestitures (1,901) — — 1,611 (290) Loss on interest rate caps — — — 18 18 All other expenses 7,957 2,954 2,690 3,498 17,099 Adjusted EBITDA $ 143,780 $ 96,448 $ 65,522 $ (33,923) $ 271,827 Adjusted EBITDA margin 25 % 23 % 30 % — % 23 %
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13 Adjusted EBITDA margin on retained commissions and fees bridge Q3 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other TotalAMOUNTS IN 000s Revenues $ 158,520 $ 147,267 $ 76,476 $ (16,874) $ 365,389 Less: Outside commissions 2,151 75,492 18,646 (17,178) 79,111 Retained commissions and fees $ 156,369 $ 71,775 $ 57,830 $ 304 $ 286,278 Adjusted EBITDA $ 27,133 $ 30,670 $ 25,150 $ (10,433) $ 72,520 Adjusted EBITDA margin on retained commissions and fees 17 % 43 % 43 % 25 % YTD 2025 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other Total Revenues $ 569,458 $ 419,951 $ 220,909 $ (52,713) $ 1,157,605 Less: Outside commissions 8,589 207,371 56,790 (54,230) 218,520 Retained commissions and fees $ 560,869 $ 212,580 $ 164,119 $ 1,517 $ 939,085 Adjusted EBITDA $ 143,780 $ 96,448 $ 65,522 $ (33,923) $ 271,827 Adjusted EBITDA margin on retained commissions and fees 26 % 45 % 40 % 29 %
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14 Pro forma adjusted EBITDA bridge 2025 AMOUNTS IN 000s Q1 Q2 Q3 YTD Revenues $ 413,405 $ 378,811 $ 365,389 $ 1,157,605 Pro forma revenue adjustments for partnerships and divestitures $ 6,952 $ 7,459 $ — $ 14,411 Pro forma revenue $ 420,357 $ 386,270 $ 365,389 $ 1,172,016 Net income (loss) 24,898 (5,141) (30,237) (10,480) Pro forma net income/loss adjustments for partnerships and divestitures (833) (438) — (1,271) Pro forma net income (loss) 24,065 (5,579) (30,237) (11,751) Adjustments to pro forma net income (loss): Interest expense, net 31,239 32,596 31,971 95,806 Amortization expense 29,143 29,271 30,394 88,808 Share-based compensation 12,803 16,952 22,017 51,772 Change in fair value of contingent consideration 8,061 (1,957) 1,980 8,084 Transaction-related Partnership and integration expenses 1,533 3,985 2,376 7,894 Loss on extinguishment and modification of debt 2,394 — 3,290 5,684 Depreciation expense 1,583 1,642 1,649 4,874 Severance 1,207 1,618 1,620 4,445 Income and other taxes 1,471 1,348 470 3,289 Transformation costs 545 227 3,638 4,410 Colleague earnout incentives (3,269) 1,490 — (1,779) Impairment of right-of-use assets — 1,188 66 1,254 Loss on interest rate caps 18 — — 18 Other 8,094 5,719 3,286 17,099 Pro forma adjusted EBITDA $ 118,887 $ 88,500 $ 72,520 $ 279,907 Pro forma adjusted EBITDA margin 28 % 23 % 20 % 24 % (1) The adjustments for Q1, Q2 and YTD 2025 include revenue from Hippo's Homebuilder Distribution Network in the unowned periods, and exclude revenue from 2025 divestitures, as if the partnership and divestitures had occurred on January 1, 2025. (2) The adjustments for Q1, Q2 and YTD 2025 include net income from Hippo's Homebuilder Distribution Network in the unowned periods, and exclude net income from 2025 divestitures, including the gain or loss on divestitures, as if the partnership and divestitures had occurred on January 1, 2025.
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APPENDIX NOVEMBER 2025
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16 Actual disaggregated revenue and KPIs Q1 AMOUNTS IN 000s 2024 Q1 Q2 Q3 Q4 YTD INSURANCE ADVISORY SOLUTIONS Commissions $ 185,971 $ 132,908 $ 123,468 $ 127,087 $ 569,434 Consulting and service fees 18,610 16,903 17,701 18,638 71,852 Profit-sharing 14,794 16,171 15,543 14,427 60,935 Other 1,705 787 823 621 3,936 Investment income 1,265 1,358 1,803 1,353 5,779 Total Insurance Advisory Solutions revenue $ 222,345 $ 168,127 $ 159,338 $ 162,126 $ 711,936 Organic revenue growth(1) 11 % 8 % 7 % 16 % 10 % Q1 Q2 Q3 Q4 YTD UNDERWRITING, CAPACITY & TECHNOLOGY SOLUTIONS Commissions(2) $ 86,959 $ 102,023 $ 106,521 $ 93,307 $ 388,810 Policy and installment fees 12,608 14,642 16,002 17,467 60,719 Profit-sharing 1,563 3,258 4,066 3,577 12,464 Consulting and service fees 1,523 1,718 1,556 1,519 6,316 Other 347 14 573 (366) 568 Investment income 897 830 1,076 1,259 4,062 Total Underwriting, Capacity & Technology Solutions revenue $ 103,897 $ 122,485 $ 129,794 $ 116,763 $ 472,939 Organic revenue growth(2) 21 % 37 % 26 % 25 % 27 % (1) Refer to Slides 18 through 20 of this presentation for a reconciliation of organic revenue growth by operating group to the most directly comparable GAAP financial measure. (2) UCTS recorded intercompany and pass-through commissions of $17.0 million, $18.1 million, $21.5 million, $21.0 million and $77.6 million for Q1, Q2, Q3, Q4 and YTD 2024, which are eliminated in consolidation and excluded from the calculation of organic revenue growth. Refer to Slides 18 through 20 of this presentation for a reconciliation of organic revenue growth by operating group to the most directly comparable GAAP financial measure.
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17 Actual disaggregated revenue and KPIs AMOUNTS IN 000s 2024 Q1 Q2 Q3 Q4 YTD MAINSTREET INSURANCE SOLUTIONS Commissions(1) $ 67,129 $ 63,859 $ 61,983 $ 57,854 $ 250,825 Profit-sharing 4,330 2,856 7,176 7,771 22,133 Other 241 349 1,499 6,201 8,290 Investment income — — — 35 35 Total Mainstreet Insurance Solutions revenue $ 71,700 $ 67,064 $ 70,658 $ 71,861 $ 281,283 Organic revenue growth(1) 24 % 25 % 14 % 19 % 20 % (1) MIS recorded intercompany commissions of $0.7 million, $0.3 million, $0.2 million, $0.4 million and $1.6 million for Q1, Q2, Q3, Q4 and YTD 2024, which are eliminated in consolidation and excluded from the calculation of organic revenue growth. Refer to Slides 18 through 20 of this presentation for a reconciliation of organic revenue growth by operating group to the most directly comparable GAAP financial measure.
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18 (1) Represents commissions earned by UCTS for acting as an MGA and passed through to our other operating groups for serving as the retail agent. These commissions are eliminated in consolidation and excluded from the calculation of organic revenue growth. (2) Organic revenue for Q1 2023 used to calculate organic revenue growth for Q1 2024 was $198.6 million, $71.3 million, $57.2 million and $327.0 million for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024. (3) Organic revenue for Q2 2023 used to calculate organic revenue growth for Q2 2024 was $154.9 million, $75.6 million, $53.5 million and $284.0 million for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024. Organic revenue growth reconciliation Q1 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other ConsolidatedAMOUNTS IN 000s Commissions and fees $ 221,080 $ 103,000 $ 71,700 $ (17,684) $ 378,096 Pass-through of retail commissions (eliminated)(1) — (14,071) — 14,071 — Intercompany commissions (eliminated) — (2,893) (720) 3,613 — Organic revenue $ 221,080 $ 86,036 $ 70,980 $ — $ 378,096 Organic revenue growth(2) $ 22,529 $ 14,767 $ 13,755 $ — $ 51,051 Organic revenue growth %(2) 11 % 21 % 24 % — % 16 % Q2 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other Consolidated Commissions and fees $ 166,769 $ 121,655 $ 67,064 $ (18,385) $ 337,103 Pass-through of retail commissions (eliminated)(1) — (14,280) — 14,280 — Intercompany commissions (eliminated) — (3,834) (271) 4,105 — Organic revenue $ 166,769 $ 103,541 $ 66,793 $ — $ 337,103 Organic revenue growth(3) $ 11,890 $ 27,907 $ 13,324 $ — $ 53,121 Organic revenue growth %(3) 8 % 37 % 25 % — % 19 %
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19 Q3 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other ConsolidatedAMOUNTS IN 000s Commissions and fees $ 157,535 $ 128,718 $ 70,658 $ (21,701) $ 335,210 Pass-through of retail commissions (eliminated)(1) — (17,906) — 17,906 — Intercompany commissions (eliminated) — (3,586) (209) 3,795 — Organic revenue $ 157,535 $ 107,226 $ 70,449 $ — $ 335,210 Organic revenue growth(2) $ 10,407 $ 21,805 $ 8,460 $ — $ 40,672 Organic revenue growth %(2) 7 % 26 % 14 % — % 14 % Q4 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other Consolidated Commissions and fees $ 160,773 $ 115,504 $ 71,826 $ (21,396) $ 326,707 Pass-through of retail commissions (eliminated)(1) — (17,160) — 17,160 — Intercompany commissions (eliminated) — (3,863) (373) 4,236 — Organic revenue $ 160,773 $ 94,481 $ 71,453 $ — $ 326,707 Organic revenue growth(3) $ 21,830 $ 19,042 $ 11,206 $ — $ 52,078 Organic revenue growth %(3) 16 % 25 % 19 % — % 19 % (1) Represents commissions earned by UCTS for acting as an MGA and passed through to our other operating groups for serving as the retail agent. These commissions are eliminated in consolidation and excluded from the calculation of organic revenue growth. (2) Organic revenue for Q3 2023 used to calculate organic revenue growth for Q3 2024 was $147.1 million, $85.4 million, $62.0 million and $294.5 million for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024. (3) Organic revenue for Q4 2023 used to calculate organic revenue growth for Q4 2024 was $138.9 million, $75.4 million, $60.2 million and $274.6 million for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024. Organic revenue growth reconciliation
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20 FY 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other ConsolidatedAMOUNTS IN 000s Commissions and fees $ 706,157 $ 468,877 $ 281,248 $ (79,166) $ 1,377,116 Pass-through of retail commissions (eliminated)(1) — (63,417) — 63,417 — Intercompany commissions (eliminated) — (14,176) (1,573) 15,749 — Organic revenue $ 706,157 $ 391,284 $ 279,675 $ — $ 1,377,116 Organic revenue growth(2) $ 66,656 $ 83,521 $ 46,745 $ — $ 196,922 Organic revenue growth %(2) 10 % 27 % 20 % — % 17 % (1) Represents commissions earned by UCTS for acting as an MGA and passed through to our other operating groups for serving as the retail agent. These commissions are eliminated in consolidation and excluded from the calculation of organic revenue growth. (2) Organic revenue for FY 2023 used to calculate organic revenue growth for FY 2024 was $639.5 million, $307.8 million, $232.9 million and $1.18 billion for IAS, UCTS, MIS and consolidated, respectively, which has been adjusted to exclude commissions and fees from divestitures that occurred during 2024. Organic revenue growth reconciliation
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21 Adjusted EBITDA bridge Q3 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other TotalAMOUNTS IN 000s Revenues $ 159,338 $ 129,794 $ 70,658 $ (20,852) $ 338,938 Expenses: Outside commissions 2,551 74,420 19,274 (21,701) 74,544 Colleague compensation and benefits 116,715 23,617 23,098 9,215 172,645 Selling expense 5,251 1,142 3,982 1,697 12,072 Operating expense 14,588 9,866 5,064 6,533 36,051 Administrative expense 17,016 4,043 6,616 33,129 60,804 All other expenses (5,982) 3,011 225 43 (2,703) Net income (loss) 9,199 13,695 12,399 (49,768) (14,475) Net income (loss) margin 6 % 11 % 18 % (4) % Adjustments to net income (loss): Interest (income) expense, net (1) (12) (4) 31,346 31,329 Depreciation and amortization expense 16,798 4,001 6,558 1,099 28,456 Share-based compensation 7,513 1,887 1,099 7,450 17,949 Gain on divestitures (1,809) — — — (1,809) Change in fair value of contingent consideration (4,195) 3,032 211 — (952) Loss on extinguishment and modification of debt — — — 389 389 Colleague earnout incentives 4,327 — — — 4,327 Transaction-related partnership and integration expenses 365 1,232 60 390 2,047 Severance 254 319 105 — 678 Income and other taxes 60 6 16 — 82 Loss on interest rate caps — — — 84 84 All other expenses 1,876 504 529 1,737 4,646 Adjusted EBITDA $ 34,387 $ 24,664 $ 20,973 $ (7,273) $ 72,751 Adjusted EBITDA margin 22 % 19 % 30 % — % 21 %
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22 Adjusted EBITDA bridge YTD 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other TotalAMOUNTS IN 000s Revenues $ 549,810 $ 356,176 $ 209,422 $ (56,263) $ 1,059,145 Expenses: Outside commissions 8,264 195,658 58,085 (57,770) 204,237 Colleague compensation and benefits 374,822 73,160 73,518 27,859 549,359 Selling expense 16,489 3,373 11,227 4,600 35,689 Operating expense 41,606 28,850 14,224 18,169 102,849 Administrative expense 48,254 11,320 19,741 113,276 192,591 All other expenses 4,756 (26,655) 266 2,295 (19,338) Net income (loss) 55,619 70,470 32,361 (164,692) (6,242) Net income margin 10 % 20 % 15 % (1) % Adjustments to net income (loss): Interest (income) expense, net (4) (38) 15 94,230 94,203 Depreciation and amortization expense 47,181 11,193 19,473 3,106 80,953 Share-based compensation 17,839 6,969 5,370 16,586 46,764 Gain on divestitures (3,843) (35,110) — — (38,953) Change in fair value of contingent consideration 9,709 7,355 212 — 17,276 Loss on extinguishment and modification of debt — — — 15,068 15,068 Colleague earnout incentives 10,706 — — — 10,706 Transaction-related partnership and integration expenses 947 6,301 453 1,341 9,042 Severance 1,799 524 449 782 3,554 Income and other taxes 169 77 143 2,911 3,300 Loss on interest rate caps — — — 244 244 All other expenses 4,675 2,590 1,581 4,564 13,410 Adjusted EBITDA $ 144,797 $ 70,331 $ 60,057 $ (25,860) $ 249,325 Adjusted EBITDA margin 26 % 20 % 29 % — % 24 %
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23 Adjusted EBITDA margin on retained commissions and fees bridge Q3 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other TotalAMOUNTS IN 000s Revenues $ 159,338 $ 129,794 $ 70,658 $ (20,852) $ 338,938 Less: Outside commissions 2,551 74,420 19,274 (21,701) 74,544 Retained commissions and fees $ 156,787 $ 55,374 $ 51,384 $ 849 $ 264,394 Adjusted EBITDA $ 34,387 $ 24,664 $ 20,973 $ (7,273) $ 72,751 Adjusted EBITDA margin on retained commissions and fees 22 % 45 % 41 % 28 % YTD 2024 Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate and Other TotalAMOUNTS IN 000s Revenues $ 549,810 $ 356,176 $ 209,422 $ (56,263) $ 1,059,145 Less: Outside commissions 8,264 195,658 58,085 (57,770) 204,237 Retained commissions and fees $ 541,546 $ 160,518 $ 151,337 $ 1,507 $ 854,908 Adjusted EBITDA $ 144,797 $ 70,331 $ 60,057 $ (25,860) $ 249,325 Adjusted EBITDA margin on retained commissions and fees 27 % 44 % 40 % 29 %
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24 Pro forma adjusted EBITDA bridge 2024 AMOUNTS IN 000s Q1 Q2 Q3 Q4 YTD Revenues $ 380,367 $ 339,840 $ 338,938 $ 329,892 $ 1,389,037 Less revenues from 2024 divestitures(1) (6,201) (59) — — (6,260) Pro forma revenue $ 374,166 $ 339,781 $ 338,938 $ 329,892 $ 1,382,777 Net income (loss) $ 39,100 $ (30,867) $ (14,475) $ (34,839) $ (41,081) Less net income from 2024 divestitures(2) (36,782) (673) (1,809) — (39,264) Pro forma net income (loss) 2,318 (31,540) (16,284) (34,839) (80,345) Adjustments to pro forma net income (loss): Interest expense, net 31,545 31,329 31,329 29,441 123,644 Amortization expense 24,041 25,394 26,899 26,396 102,730 Share-based compensation 14,094 14,721 17,949 18,739 65,503 Colleague earnout incentives 3,583 2,796 4,327 31,211 41,917 Loss on extinguishment and modification of debt — 14,679 389 45 15,113 Transaction-related partnership and integration expenses 3,854 2,091 2,047 1,459 9,451 Income and other taxes 1,501 1,717 82 3,884 7,184 Depreciation expense 1,505 1,557 1,557 1,575 6,194 Severance 1,662 1,187 678 2,202 5,729 Change in fair value of contingent consideration 12,676 5,552 (952) (22,225) (4,949) Loss on interest rate caps 26 134 84 — 244 Other 3,329 5,226 4,646 5,272 18,473 Pro forma adjusted EBITDA $ 100,134 $ 74,843 $ 72,751 $ 63,160 $ 310,888 Pro forma adjusted EBITDA margin 27 % 22 % 21 % 19 % 22 % (1) The adjustments for Q1, Q2, Q3, Q4 and YTD 2024 exclude revenue from 2024 divestitures as if the divestitures had occurred on January 1, 2024. (2) The adjustments for Q1, Q2, Q3, Q4 and YTD 2024 exclude net income from 2024 divestitures, including the gain on divestitures, as if the divestitures had occurred on January 1, 2024.
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25 Adjusted free cash flow bridge Q1 AMOUNTS IN 000s For the Three Months Ended March 31, 2024 For the Six Months Ended June 30, 2024 As Previously Reported Change in Presentation(1) As Revised As Previously Reported Change in Presentation(1) As Revised Cash flows from operating activities: Changes in operating assets and liabilities: Assumed premiums, commissions and fees receivable, net $ (73,558) $ 40,723 $ (32,835) $ (134,494) $ 119,113 $ (15,381) Accounts payable, accrued expenses and other current liabilities 39,451 (39,219) 232 167,077 (176,601) (9,524) Colleague earnout incentives — (1,391) (1,391) — (4,766) (4,766) Cash flows from financing activities: Change in fiduciary assets and liabilities, net — (113) (113) — 62,254 62,254 Total represented changes in cash flows $ (34,107) $ — $ (34,107) $ 32,583 $ — $ 32,583 Adjusted Free Cash Flow: Net cash provided by operating activities $ 2,894 $ 113 $ 3,007 $ 83,600 $ (62,254) $ 21,346 Payment of contingent earnout consideration in excess of purchase price accrual 16,318 20,373 Payment of colleague earnout incentives 4,974 11,144 Adjusted free cash flow $ 24,299 $ 52,863 (1) This reconciliation of the 2024 adjusted free cash flow is presented as a result of the change in presentation for fiduciary assets and liabilities, as further discussed in our earnings release issued on November 4, 2025 and posted on our website.
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26 Adjusted free cash flow bridge Q1 AMOUNTS IN 000s For the Nine Months Ended September 30, 2024 For the Year Ended December 31, 2024 As Previously Reported Change in Presentation(1) As Revised As Previously Reported Change in Presentation(1) As Revised Cash flows from operating activities: Changes in operating assets and liabilities: Assumed premiums, commissions and fees receivable, net $ (27,777) $ (2,015) $ (29,792) $ (73,762) $ 31,351 $ (42,411) Accounts payable, accrued expenses and other current liabilities 35,395 (29,500) 5,895 81,561 (82,049) (488) Colleague earnout incentives — (439) (439) 24,806 — 24,806 Cash flows from financing activities: Change in fiduciary assets and liabilities, net — 31,954 31,954 — 50,698 50,698 Total represented changes in cash flows $ 7,618 $ — $ 7,618 $ 32,605 $ — $ 32,605 Adjusted Free Cash Flow: Net cash provided by operating activities $ 85,708 $ (31,954) $ 53,754 $ 102,151 $ (50,698) $ 51,453 Payment of contingent earnout consideration in excess of purchase price accrual 21,145 23,395 Payment of colleague earnout incentives 11,144 17,112 Adjusted free cash flow $ 86,043 $ 91,960 (1) This reconciliation of the 2024 adjusted free cash flow is presented as a result of the change in presentation for fiduciary assets and liabilities, as further discussed in our earnings release issued on November 4, 2025 and posted on our website.