25 June 2026

B.P. Marsh & Partners Plc

("B.P. Marsh", "the Company" or "the Group")

Investment in Autonomy Investment Partners, a New Minority Investment Vehicle Aligned with XPT Group LLC

B.P. Marsh & Partners Plc (AIM: BPM), the specialist private equity investor in early-stage financial services businesses, is pleased to announce that it has agreed to invest $5.1m in Autonomy Investment Partners LLC ("Autonomy"), a newly formed investment vehicle, representing a 17.9% preferred capital interest.  

·    Autonomy has been established in partnership with the senior management team of XPT Group LLC ("XPT"), a U.S.-based wholesale insurance brokerage and underwriting agency platform serving the specialty insurance sector, and BharCap Partners LLC ("Bharcap"), a Connecticut-based private equity firm.

·    Autonomy will provide minority investment capital to independent US insurance distribution businesses seeking growth, combining access to capital, infrastructure and sector expertise while enabling founders and management teams to retain operational control.

·    As its inaugural transaction, Autonomy will acquire a minority stake in XPT, creating immediate alignment between Autonomy's management team and investors and generating income for Autonomy from inception.

·    As part of the transaction, B.P. Marsh will receive US$12.1m from XPT, comprising:

o  US$6.1m from the redemption of P1 preferred units; and

o  US$6.0m from the repayment of junior debt.

·    Autonomy intends to replicate the strategy that has supported XPT's growth since 2017 within a complementary segment of the US insurance distribution market.

Bharcap has committed $100m to Autonomy as the largest investor. Its investment focus is directly aligned with Autonomy's strategy, and its participation provides B.P. Marsh with a well-capitalised co-investor alongside the XPT management team.

Bharcap is a private equity firm founded in 2021 and focused exclusively on financial services. Bharcap targets management buyouts and growth investments in asset-light middle-market financial services businesses, with a particular focus on wealth and asset management, insurance distribution and insurance services, financial technology, and tax and accounting services. Bharcap's second fund closed in June 2025 at $652m. The firm manages over $2bn of capital in aggregate.

Autonomy will be led by Mr. Michael Andersen, Mr. Joseph Flanagan. and Juliana Ruggieri.

Michael Andersen brings extensive insurance leadership experience, having held senior positions at William Gallagher Associates, AssuredPartners and Choice Financial Group. Michael will lead Autonomy's transaction evaluation, investment operational and portfolio support activities.

Joe Flanagan is an experienced insurance entrepreneur who founded JP Flanagan Corporation (sold to HUB) and later an outsourced sales firm Acquirent. Joe will focus on investment origination, transaction evaluation and strategic partnership development.

Juliana Ruggieri is an experienced private equity investor who worked for Bain Capital after graduating from Harvard. Juliana will focus on transaction evaluation, diligence review, investment portfolio modelling and financial management.

Autonomy has identified an initial pipeline of potential investments and is intended to support insurance distribution businesses seeking growth capital while allowing founders and management to retain control. Over time, should ownership objectives change, certain of these businesses may become suitable candidates for a majority investment or outright acquisition by XPT.

B.P. Marsh currently owns 29.33% of XPT. Following completion and taking into account B.P. Marsh's indirect interest in XPT through Autonomy, the Company's total economic interest in XPT will reduce from 29.33% to 28.99%.

B.P. Marsh views Autonomy as a natural extension of its long and successful relationship with XPT, allowing the Company to participate in a differentiated and underserved segment of the US insurance distribution market through a vehicle led by a proven management team and backed by credible, well-capitalised investors in Bharcap.

Autonomy expands BP Marsh's opportunity set by investing in US insurance businesses seeking growth capital while retaining independence, complementing BP Marsh's existing minority investment activities.

The Board believes Autonomy provides an attractive opportunity to deploy further capital alongside proven management teams and long-standing partners, while preserving the Group's economic participation in XPT. The investment is expected to generate income from inception, with B.P. Marsh entitled to an 8% preferred annual return on its invested capital.

Dan Topping, Chief Investment Officer of B.P. Marsh, commented: -

"Autonomy is the natural next step in our long-standing partnership with Tom Ruggieri and the XPT team, extending the model that has driven XPT's growth since 2017 into an untapped part of the US insurance distribution market.

Backed by a credible, well-capitalised investor in Bharcap, Autonomy also gives us the opportunity to participate, alongside partners we know well, in a platform addressing a genuine gap in the market for minority growth capital."

Tom Ruggieri, CEO of XPT, commented: -

"B.P. Marsh has been a trusted partner since the very beginning of XPT, and it is entirely fitting that they are alongside us as we take this next step. Autonomy is built on exactly the same principles that have driven XPT's growth; backing exceptional management teams, providing the capital and infrastructure to accelerate that growth, and doing so in a way that preserves the independence and entrepreneurial culture that makes these businesses unique.

The US insurance distribution market is large, fragmented and full of high-quality businesses whose owners are looking for a different kind of partner, one that allows leaders to run their business with autonomy while bringing genuine industry operating expertise and a long-term perspective rather than simply a financial return. That is precisely what Autonomy offers, and we are excited to be building it alongside B.P. Marsh and Bharcap."

For further information on B.P. Marsh, its strategy and current portfolio, please contact: 

About B.P. Marsh

B.P. Marsh & Partners Plc (AIM: BPM) is a specialist investor in early stage and small to medium-sized financial services intermediary businesses, with a particular focus on the insurance sector. Bridging the gap to traditional private equity funding rounds, B.P. Marsh takes a typical initial equity stake of up to £5m, often complemented by loans, and is able to tailor its investment model to each opportunity. Taking a long-term view of its investments, with an average holding period of around seven years, the Group supplies strategic insight and capital while empowering entrepreneurial management teams to grow their businesses.

The B.P. Marsh portfolio is diversified by geography and class of business, spanning insurance brokers, underwriting agencies and financial advisers in the UK, Europe, North America and other international markets. For further information, including details of the current portfolio and recent exits, please visit: www.bpmarsh.co.uk.

Forward-looking statements

This announcement may include statements, beliefs or opinions that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. No representation or warranty is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements contained in the announcement speak only as of their respective dates, reflect B.P. Marsh's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to B.P. Marsh's business, results of operations, financial position, liquidity, prospects, growth and strategies.

Except as required by any applicable law or regulation, B.P. Marsh expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement or any other forward-looking statements it may make whether as a result of new information, future developments or otherwise